UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

 

Filed by the Registrant   x                             Filed by a Party other than the Registrant   ¨

Check the appropriate box:

 

¨		Preliminary Proxy Statement
¨		Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨		Definitive Proxy Statement
x		Definitive Additional Materials
¨		Soliciting Material Pursuant to §240.14a-12
Iconix Brand Group, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x		No fee required.
¨		Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11.
		(1)		Title of each class of securities to which transaction applies:
		(2)		Aggregate number of securities to which transaction applies:
		(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
		(4)		Proposed maximum aggregate value of transaction:
		(5)		Total fee paid:
¨		Fee paid previously with preliminary materials.
¨		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		(1)		Amount Previously Paid:
		(2)		Form, Schedule or Registration Statement No.:
		(3)		Filing Party:
		(4)		Date Filed:

 

 

 

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c/o Continental Proxy Services – 8th Floor 17 Battery Place, New York NY 10004–1123				You May Vote Your Proxy When You View The Material On The Internet. You Will Be Asked To Follow The Prompts To Vote Your Shares.
				ICONIX BRAND GROUP, INC.
				1450 BROADWAY
				NEW YORK, NEW YORK 10018
				NOTICE OF ANNUAL MEETING
				OF STOCKHOLDERS
				to be held on
				December 4, 2015

 

		*Stockholders are cordially invited to attend the Annual Meeting  and vote in person.

Dear Stockholder,

The 2015 Annual Meeting of Stockholders of Iconix Brand Group, Inc. (the “Company”), will be held on Friday, December 4, 2015, at the offices of the Company, 1450 Broadway, 4th Floor, New York, NY 10018, at 12 PM (local time).

Proposals to be considered at the Annual Meeting:

 

(1)

Election of our six nominees for director to hold office until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified.

 

(2)

Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2015.

 

(3)

Approval of the advisory resolution on executive compensation.

 

(4)

Approval of the Company’s 2015 Executive Incentive Plan.

 

(5)

In their discretion, the Proxies are authorized to vote such other business as may properly come before the meeting or any adjournment(s) thereof.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL THE NOMINEES LISTED IN PROPOSAL 1 AND “FOR” PROPOSALS 2, 3 and 4.

 

						Vote Your Proxy on the Internet:
Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated, and returned the proxy card.						Go to http://www.cstproxyvote.com
						Have your notice available when you access the above website. Follow the prompts to vote your shares.
						COMPANY ID:
						PROXY NUMBER:
The Proxy Materials are available for review at:
http://www.cstproxy.com/iconixbrand/2015						ACCOUNT NUMBER:

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ICONIX BRAND GROUP, INC.

1450 BROADWAY

NEW YORK, NEW YORK 10018

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held December 4, 2015. The Proxy Statement and our 2014 Annual Report to Stockholders are available at: http://www.cstproxy.com/iconixbrand/2015

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

If you would like to receive a paper or e-mail copy of these documents, you must request one. There is no charge for such documents to be mailed to you. Please make your request for a copy as instructed below on or before November 25, 2015 to facilitate a timely delivery.

The following Proxy Materials are available to you to review at: http://www.cstproxy.com/iconixbrand/2015

 

•

the Company’s Annual Report for the year ended December 31, 2014

 

•

the Company’s 2015 Proxy Statement (including all attachments thereto)

 

•

the Proxy Card

 

•

any amendments to the foregoing materials that are required to be furnished to stockholders.