UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): August 13,
2009
(Exact
name of registrant as specified in its charter)
|
|
|
|
|
|
|
(State
or Other
|
|
(Commission
|
|
(IRS
Employer
|
|
Jurisdiction
of
|
|
File
Number)
|
|
Identification
No.)
|
|
Incorporation)
|
|
|
|
|
|
1450
Broadway, New York, NY
|
|
10018
|
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code (212)
730-0030
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2.
below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
At the
August 13, 2009 annual meeting of stockholders of Iconix Brand Group, Inc. (the
“Company”), the stockholders of the Company approved the adoption of the
Company’s 2009 Equity Incentive Plan (the “2009 Plan”).
The 2009
Plan provides that it will be administered by the Compensation Committee or
another committee of independent members of the Company’s Board of
Directors (the “Board”) appointed by the Board (the “Committee”), or in the
absence of such Committee, by the Board. The administrator of the 2009 Plan will
have the authority to administer the 2009 Plan, determine participants who will
be granted awards under the 2009 Plan, the size and types of awards, the terms
and conditions of awards and the form and content of the award agreements
representing awards. Non-employee directors, executive officers and other employees
of, and consultants and advisors to, the Company or any of its subsidiaries will
be eligible to be participants in the 2009 Plan.
The
following types of awards or any combination of them may be granted under the
2009 Plan: (i) “Stock Options” (both “Incentive Stock Options” and
“Non-Qualified Options”) to acquire shares of the Company’s common
stock; (ii) “Stock Grants” which entitle the grantee to acquire shares of
common stock, which may be subject to certain restrictions, such as restrictions
on transferability and which may include stock units including restricted stock
units; and (iii) “Performance Awards,” which entitle the grantee to
receive, without payment, an award following the attainment of performance
goals. However,
only employees of the Company and its subsidiaries will be eligible to receive
Incentive Stock Options under the 2009 Plan.
The
maximum number of shares of the Company’s common stock that may be issued under
the 2009 Plan is 3,000,000 shares, subject to adjustment for stock splits,
recapitalizations and other specified events as set forth in the 2009
Plan. If any outstanding award is canceled, forfeited or surrendered
to the Company for tax withholding purposes, shares of common stock allocable to
such award may again be available for awards under the 2009 Plan.
The
description of the 2009 Plan described in this report does not purport to be
complete and is qualified in its entirety by the language in the 2009 Plan,
which is incorporated herein by reference to Annex A of the Company’s definitive
proxy statement on Schedule 14A filed with the Securities and Exchange
Commission on June 29, 2009.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
| |
ICONIX
BRAND GROUP, INC.
(Registrant)
|
|
| |
|
|
|
|
|
By:
|
/s/ Neil
Cole |
|
| |
|
Neil
Cole |
|
| |
|
Chief
Executive Officer |
|
Date: August
17, 2009