-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WD41s1hHhx1C5NRXoGeNDI/oQAyH+OLKjqK+OtfsDx4snvgNH7K2uGmIO8JblZak fVoIph4ri2PubjQpi37xTw== 0001144204-08-027237.txt : 20080509 0001144204-08-027237.hdr.sgml : 20080509 20080509125608 ACCESSION NUMBER: 0001144204-08-027237 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080509 DATE AS OF CHANGE: 20080509 EFFECTIVENESS DATE: 20080509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICONIX BRAND GROUP, INC. CENTRAL INDEX KEY: 0000857737 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 112481903 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10593 FILM NUMBER: 08817271 BUSINESS ADDRESS: STREET 1: 1450 BROADWAY, 4TH FL CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-730-0030 MAIL ADDRESS: STREET 1: 1450 BROADWAY, 4TH FL CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: CANDIES INC DATE OF NAME CHANGE: 19930604 FORMER COMPANY: FORMER CONFORMED NAME: MILLFELD TRADING CO INC DATE OF NAME CHANGE: 19920703 DEFA14A 1 v113463_14a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 Under Section 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)(1) 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:
   
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¨  
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)
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The following correspondence was sent on May 7, 2008 through electronic mail to Fidelity Management & Research Company and certain other institutional investors that owned common stock of Iconix Brand Group, Inc., with regard to the proposed amendment to the Iconix Brand Group, Inc. 2006 Equity Incentive Plan.


 
May 9, 2008
 
 
Mr. Joe Vitelli
Fidelity Management & Research Company
82 Devonshire Street
Boston, MA 02109
Joseph.vitelli@fidelity.com

 
Re: Iconix Brand Group, Inc.
 
Dear Mr. Vitelli:
 
Thank you for taking the time to correspond with us about the proposed amendment to the Iconix Brand Group, Inc. 2006 Equity Incentive Plan (the “Plan”) to increase by 1.5 million the number of shares of common stock that the Company has the authority to issue under the Plan. As you know, our stockholders will be considering and voting on the proposal to amend the Plan at our upcoming Annual Stockholders Meeting on May 15, 2008. We appreciate Fidelity sharing its thoughts regarding the Plan with us.
 
The purpose of this letter is to inform Fidelity that our management will recommend to the Iconix Brand Group Inc. Board of Directors at a regularly-scheduled Board meeting during the 2008 fiscal year that the Plan be amended in the following respects:
 
·  
Except as otherwise provided below, all full-value awards granted under the Plan will be subject to one of the following vesting requirements:
 
Time Based Vesting: The period over which such awards will be fully vested will be no  less than three years following grant;
 
Performance Based Vesting: The performance period for such full-value awards will  be no less than one year.
 
However, up to 5% of the awards available for issuance under the Plan can be issued as  full value awards without the vesting requirements listed above.
 
·  
The above restrictions, and any other restrictions placed on awards granted under the Plan, will not be waived by the Company, except in the case of death, disability or retirement of a grantee, or in the event of a change-of-control, as specifically provided in the Plan document.
 
 
 
 
·  
The Company will confirm the existing requirement that the Plan will be administered solely by the Compensation Committee, which is 100% comprised of non-employee, independent directors, including with respect to grants to non-employee directors.

Thank you for your time and attention to this matter. If there is anything further with which I can assist you, please do not hesitate to ask.

Very truly yours,
 

/s/ David Conn                       
David Conn
Executive Vice President

 
 
 
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