Steven Madden (SHOO) Proxy Filing summary

Executive summary

• Achieved 15% revenue growth and 9% adjusted diluted EPS increase in 2024, with strong performance in international markets and non-footwear categories.

• Expanded direct-to-consumer business, returning to growth in U.S. wholesale footwear, and returned $160 million to shareholders via repurchases and dividends in 2024.

• Announced acquisition of Kurt Geiger, expected to close in Q2 2025, to further drive international and accessories growth.

• Board and management express confidence in navigating 2025 headwinds, including new tariffs, and sustaining long-term growth.

Voting matters and shareholder proposals

• Shareholders to vote on electing eleven directors, ratifying Ernst & Young LLP as auditor for 2025, and a non-binding advisory vote on executive compensation.

• Board recommends voting FOR all director nominees and both proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 8, 2025, with specific nomination procedures outlined.

Board of directors and corporate governance

• Board consists of eleven members, nine of whom are independent; all current directors nominated for re-election.

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

• Board leadership structure combines CEO/Chairman roles, with a Presiding Director for independent oversight.

• Codes of conduct, stock ownership guidelines, and anti-hedging/pledging policies are in place.