Steven Madden (SHOO) Proxy filing summary

Executive summary

• Revenue grew 11% to $2.5 billion in 2025, driven by the Kurt Geiger acquisition, but earnings declined due to new tariffs and operational disruptions.

• The company responded to tariff challenges by diversifying sourcing, adjusting pricing, and controlling costs, strengthening its operating model.

• Key brands—Steve Madden, Kurt Geiger London, and Dolce Vita—showed strong momentum, with enhanced marketing and product innovation.

• The company expects continued growth in its lead brands in 2026, despite ongoing tariff and geopolitical uncertainties.

Voting matters and shareholder proposals

• Shareholders will vote to elect ten directors, ratify Ernst & Young LLP as auditor for 2026, and approve executive compensation on a non-binding advisory basis.

• The board recommends voting FOR all director nominees and both proposals.

• Shareholders of record as of March 27, 2026, are entitled to vote; voting can be done online, by phone, or by mail.

Board of directors and corporate governance

• The board consists of ten members, eight of whom are independent; all current directors are nominated for re-election.

• Committees include Audit, Compensation, Nominating/Corporate Governance, and Corporate Social Responsibility, each with independent directors.

• The board holds regular executive sessions of independent directors and conducts annual evaluations of its effectiveness.

• Codes of ethics, stock ownership guidelines, and policies on insider trading and hedging are in place.