EX-99.1 6 shoo-20190930xex991.htm EXHIBIT 99.1 Exhibit
Exhibit 99.1


STEVEN MADDEN, LTD.

Resolutions of the Board of Directors
Authorizing the
Ratification of Certain
Option and Restricted Stock Awards

Award Grants
WHEREAS, the Compensation Committee of the Board (the “Committee”) has been established and delegated the full power and authority of the Board to, among other things, (i) grant stock options or rights and other awards with respect to the common stock, par value $0.0001 per share, of the Company (the “Common Stock”) pursuant to and in accordance with the terms of the Steven Madden, Ltd. 1999 Stock Plan, as in effect and amended from time to time through May 21, 2004, the Steven Madden, Ltd. 2006 Stock Incentive Plan, as in effect and amended from time to time through May 22, 2009, and the Steven Madden, Ltd. 2019 Incentive Compensation Plan, effective May 24, 2019 (collectively, the “Plans”) and (ii) pursuant to Sections 152 and 157 of the General Corporation Law, delegate to certain officers of the Company, including the Chief Executive Officer (the “CEO”) of the Company, authority to grant stock options or rights and other awards with respect to the Common Stock pursuant to and in accordance with the terms of the Plans (such establishment and delegation of authority, the “Committee Establishment”);
WHEREAS, the CEO purported to grant (i) options to purchase shares of Common Stock (the “Options”) and (ii) awards with respect to Common Stock, including restricted stock (the “Restricted Stock” and together with the Options, the “Awards”), from time to time in such amounts and on such dates as set forth on Exhibit A attached hereto, which is incorporated herein by reference (such grants, each an “Award Grant” and collectively, the “Award Grants”);
WHEREAS, the Awards granted in connection with the Award Grants were all granted under the Plans and are subject to the terms and conditions of the Plans and the respective award agreements entered into by each of the recipients of the Awards (each, an “Award Agreement” and collectively, the “Award Agreements”);
WHEREAS, from time to time, the Company issued shares of Common Stock upon the vesting or exercise, as applicable, of certain Awards in accordance with the Plans and the applicable Award Agreement;
WHEREAS, upon review of its corporate records, the Company has not been able to locate resolutions of the Board or the Committee authorizing the CEO to make the Award Grants;
WHEREAS, in consultation with counsel, the Board has determined that each of the Award Grants may constitute a defective corporate act and the shares of Common Stock issued upon the vesting or exercise, as applicable, of the Awards granted in connection therewith may constitute putative stock (as defined in Section 204(h) of the General Corporation Law) due to the failure of each of the Award Grants to have been duly authorized by the Board or the Committee in accordance with Sections 152 and 157 of the General Corporation Law;
WHEREAS, the Board has determined that it is advisable and in the best interest of the Company and its stockholders to ratify the Award Grants pursuant to and in accordance with Section 204 of the General Corporation Law.
NOW, THEREFORE, BE IT RESOLVED, that each of the Award Grants is the defective corporate act to be ratified hereby.
RESOLVED, FURTHER, that the dates of each of the Award Grants is as set forth on Exhibit A attached hereto and incorporated herein by reference.
    



Exhibit 99.1

RESOLVED, FURTHER, that the nature of the failure of authorization in respect of each of the Award Grants is the failure of each such grant to have been duly authorized by the Board or the Committee in accordance with Sections 152 and 157 of the General Corporation Law.
RESOLVED, FURTHER, that, pursuant to and in accordance with Section 204 of the General Corporation Law, the ratification of each of the Award Grants be, and hereby is, approved, adopted and confirmed in all respects.
RESOLVED, FURTHER, that the Awards (and the shares of Common Stock issued upon vesting or exercise thereof, as applicable) shall, from and after the validation effective time of these resolutions, as provided in Section 204 of the General Corporation Law, be validly issued as of the date(s) such Awards were initially issued (and the shares of Common Stock issued upon vesting or exercise of such Awards, as applicable, shall be validly issued, fully paid and nonassessable shares of Common Stock effective as of the time such shares were originally issued).
RESOLVED, FURTHER, that the Company be, and hereby is, authorized to perform its obligations under the applicable Award Agreements, including, without limitation, issuing shares of Common Stock upon the vesting or exercise, as applicable, of Awards, upon the terms and conditions set forth therein and in the Plans.
Actions in Furtherance of Ratification
WHEREAS, any claim that any defective corporate act or putative stock referenced herein being ratified under Section 204 of the General Corporation Law is void or voidable due to the failure of authorization, or that the Delaware Court of Chancery should declare in its discretion that the ratification thereof in accordance with Section 204 of the General Corporation Law not be effective or be effective only on certain conditions must be brought within the later of 120 days from the relevant validation effective time and the time at which the notice, if any, required by Section 204(g) is given.
RESOLVED, FURTHER, that the officers of the Company be, and each of them hereby is, authorized, empowered and directed, for and on behalf of the Company, to deliver a notice of the ratification of the defective corporate acts and putative stock set forth herein in the form and containing the information required by Section 204 of the General Corporation Law.
RESOLVED, FURTHER, that, any time before the relevant validation effective time in respect of the ratification of any of the defective corporate acts identified herein, the Board may abandon the ratification of such act or acts.
RESOLVED, FURTHER, that the officers of the Company be, and each of them hereby is, authorized, empowered and directed, for and on behalf of the Company, to take any and all actions, to negotiate for and enter into agreements and amendments to agreements, to perform all such acts and things, to execute, file, deliver or record in the name and on behalf of the Company, all such certificates, instruments, agreements or other documents, and to make all such payments as they, in their judgment, or in the judgment of any one or more of them, may deem necessary, advisable or appropriate in order to carry out the purpose and intent of, or consummate the transactions contemplated by the foregoing resolutions and all of the transactions contemplated therein or thereby, the authorization therefor to be conclusively evidenced by the taking of such action or the execution and delivery of such certificates, instruments, agreements or documents.












Exhibit 99.1


Exhibit A

Equity Award Issuance Date
Aggregate Number of Equity Awards Granted
Aggregate Number of Shares of Common Stock Issued
June 4, 1999
4 awards of Non-Qualified Stock Options
1,594,699

October 13, 1999
18 awards of Non-Qualified Stock Options
1,574,213

June 30, 2000
2 awards of Non-Qualified Stock Options
569,541

July 18, 2000
54 awards of Non-Qualified Stock Options
1,928,888

July 24, 2000
1 award of Non-Qualified Stock Options
75,945

August 30, 2000
1 award of Non-Qualified Stock Options
1,447,185

September 7, 2000
2 awards of Non-Qualified Stock Options
155,107

November 2, 2000
2 awards of Non-Qualified Stock Options
455,626

January 2, 2001
9 awards of Non-Qualified Stock Options
721,420

March 30, 2001
1 award of Non-Qualified Stock Options
75,938

May 31, 2001
1 award of Non-Qualified Stock Options
569,537

June 30, 2001
1 award of Non-Qualified Stock Options
75,938

July 10, 2001
5 awards of Non-Qualified Stock Options
1,746,569

July 16, 2001
1 award of Non-Qualified Stock Options
37,970

September 24, 2001
1 award of Non-Qualified Stock Options
569,532

September 25, 2001
1 award of Non-Qualified Stock Options
303,755

November 1, 2001
1 award of Non-Qualified Stock Options
189,845

May 17, 2002
12 awards of Non-Qualified Stock Options
2,756,546

July 15, 2002
1 award of Non-Qualified Stock Options
189,845

August 16, 2002
2 awards of Non-Qualified Stock Options
554,359

September 24, 2002
1 award of Non-Qualified Stock Options
569,532

January 2, 2003
1 award of Non-Qualified Stock Options
75,938

May 23, 2003
12 awards of Non-Qualified Stock Options
2,627,465

September 9, 2003
1 award of Non-Qualified Stock Options
303,750

October 17, 2003
1 award of Non-Qualified Stock Options
56,955

May 21, 2004
12 awards of Non-Qualified Stock Options
2,240,168

June 30, 2004
2 awards of Non-Qualified Stock Options
341,729

July 6, 2004
1 award of Non-Qualified Stock Options
303,758

May 27, 2005
10 awards of Non-Qualified Stock Options
778,372

June 30, 2005
3 awards of Non-Qualified Stock Options
835,322

July 6, 2005
13 awards of Non-Qualified Stock Options
769,659

May 16, 2007
2 awards of Non-Qualified Stock Options
1,518,750

October 10, 2007
1 award of Non-Qualified Stock Options
25,313

January 17, 2008
1 award of Non-Qualified Stock Options
5,063

January 22, 2008
1 award of Non-Qualified Stock Options
5,063

January 25, 2008
1 award of Non-Qualified Stock Options
5,063

January 28, 2008
1 award of Non-Qualified Stock Options
50,625

February 22, 2008
1 award of Non-Qualified Stock Options
50,625

February 26, 2008
1 award of Non-Qualified Stock Options
5,063

March 24, 2008
1 award of Non-Qualified Stock Options
101,250

April 1, 2008
3 awards of Non-Qualified Stock Options
81,001

April 29, 2008
2 awards of Non-Qualified Stock Options
303,755




Exhibit 99.1

Equity Award Issuance Date
Aggregate Number of Equity Awards Granted
Aggregate Number of Shares of Common Stock Issued
July 1, 2008
12 awards of Non-Qualified Stock Options
278,442

October 3, 2008
1 award of Non-Qualified Stock Options
253,130

October 16, 2008
2 awards of Non-Qualified Stock Options
177,192

October 23, 2008
1 award of Non-Qualified Stock Options
25,313

January 6, 2009
1 award of Non-Qualified Stock Options
25,313

February 2, 2009
4 awards of Non-Qualified Stock Options
111,376

March 2, 2009
1 award of Non-Qualified Stock Options
25,313

April 1, 2009
8 awards of Non-Qualified Stock Options
1,275,761

May 1, 2009
41 awards of Non-Qualified Stock Options
521,453

June 1, 2009
1 award of Non-Qualified Stock Options
5,063

July 1, 2009
1 award of Non-Qualified Stock Options
10,125

August 1, 2009
3 awards of Non-Qualified Stock Options
156,939

September 1, 2009
1 award of Non-Qualified Stock Options
5,063

October 1, 2009
2 awards of Non-Qualified Stock Options
17,720

October 8, 2009
1 award of Non-Qualified Stock Options
253,130

November 2, 2009
1 award of Non-Qualified Stock Options
50,625

November 20, 2009
1 award of Non-Qualified Stock Options
5,063

January 4, 2010
2 awards of Non-Qualified Stock Options
63,287

February 1, 2010
6 awards of Non-Qualified Stock Options,
1 award of Restricted Stock
40,503

February 10, 2010
1 award of Non-Qualified Stock Options
253,130

February 15, 2010
1 award of Non-Qualified Stock Options
25,313

March 9, 2010
1 award of Restricted Stock
40,500

April 1, 2010
4 awards of Non-Qualified Stock Options,
1 award of Restricted Stock
491,064

April 16, 2010
1 award of Restricted Stock
35,438

May 5, 2010
65 awards of Non-Qualified Stock Options
570,715

May 20, 2010
1 award of Non-Qualified Stock Options
5,063

May 28, 2010
5 awards of Restricted Stock
46,829

June 1, 2010
6 awards of Non-Qualified Stock Options
94,500

July 1, 2010
1 award of Non-Qualified Stock Options
33,750

August 2, 2010
4 awards of Non-Qualified Stock Options
81,000

September 1, 2010
4 awards of Non-Qualified Stock Options
266,625

September 20, 2010
1 award of Non-Qualified Stock Options
16,875

October 1, 2010
2 awards of Non-Qualified Stock Options
50,625

October 14, 2010
1 award of Non-Qualified Stock Options
20,250

November 1, 2010
2 awards of Non-Qualified Stock Options
16,875

December 1, 2010
2 awards of Restricted Stock
131,625

January 4, 2011
2 awards of Non-Qualified Stock Options
67,500

February 1, 2011
4 awards of Non-Qualified Stock Options,
1 award of Restricted Stock
626,063

March 1, 2011
3 awards of Non-Qualified Stock Options
185,625

March 16, 2011
7 awards of Non-Qualified Stock Options,
4 awards of Restricted Stock
289,238

April 1, 2011
1 award of Non-Qualified Stock Options,
1 award of Restricted Stock
43,875




Exhibit 99.1

Equity Award Issuance Date
Aggregate Number of Equity Awards Granted
Aggregate Number of Shares of Common Stock Issued
April 18, 2011
1 award of Restricted Stock
35,438

May 2, 2011
1 award of Restricted Stock
8,438

May 20, 2011
9 awards of Restricted Stock
208,915

June 2, 2011
4 awards of Restricted Stock
20,252

July 1, 2011
1 award of Non-Qualified Stock Options
11,250

August 1, 2011
4 awards of Non-Qualified Stock Options
18,000

September 1, 2011
2 awards of Non-Qualified Stock Options
13,500

October 3, 2011
3 awards of Non-Qualified Stock Options,
9 awards of Restricted Stock
86,625

November 1, 2011
1 award of Non-Qualified Stock Options,
1 award of Restricted Stock
7,875

December 1, 2011
3 awards of Non-Qualified Stock Options,
1 award of Restricted Stock
90,000

January 2, 2012
1 award of Non-Qualified Stock Options
11,250

January 10, 2012
1 award of Non-Qualified Stock Options
16,875

February 1, 2012
3 awards of Non-Qualified Stock Options
13,500

February 8, 2012
1 award of Restricted Stock
22,500

February 17, 2012
1 award of Restricted Stock
25,875

March 1, 2012
1 award of Non-Qualified Stock Options
11,250

March 14, 2012
7 awards of Non-Qualified Stock Options,
4 awards of Restricted Stock
171,341

April 2, 2012
5 awards of Non-Qualified Stock Options,
1 award of Restricted Stock
54,000

May 1, 2012
1 award of Non-Qualified Stock Options,
1 award of Restricted Stock
54,333

June 1, 2012
3 awards of Non-Qualified Stock Options,
1 award of Restricted Stock
140,163

June 6, 2012
4 awards of Restricted Stock
20,252

July 2, 2012
1 award of Non-Qualified Stock Options
22,500

August 1, 2012
5 awards of Non-Qualified Stock Options
24,750

September 4, 2012
1 award of Non-Qualified Stock Options,
3 awards of Restricted Stock
22,007

October 1, 2012
1 award of Non-Qualified Stock Options,
2 awards of Restricted Stock
84,578

November 1, 2012
2 awards of Non-Qualified Stock Options
13,500

December 3, 2012
4 awards of Non-Qualified Stock Options,
2 awards of Restricted Stock
37,125

January 2, 2013
24 awards of Non-Qualified Stock Options,
4 awards of Restricted Stock
403,893

January 4, 2013
1 award of Restricted Stock
37,500

February 1, 2013
4 awards of Non-Qualified Stock Options,
2 awards of Restricted Stock
122,625

March 1, 2013
3 awards of Non-Qualified Stock Options,
1 award of Restricted Stock
27,000

March 15, 2013
4 awards of Non-Qualified Stock Options,
6 awards of Restricted Stock
170,818

April 1, 2013
3 awards of Non-Qualified Stock Options
24,750

May 1, 2013
5 awards of Non-Qualified Stock Options
22,500

May 20, 2013
4 awards of Non-Qualified Stock Options
240,750




Exhibit 99.1

Equity Award Issuance Date
Aggregate Number of Equity Awards Granted
Aggregate Number of Shares of Common Stock Issued
June 1, 2013
2 awards of Non-Qualified Stock Options
22,500

June 3, 2013
1 award of Restricted Stock
33,750

June 6, 2013
4 awards of Restricted Stock
18,884

July 1, 2013
1 award of Non-Qualified Stock Options,
2 awards of Restricted Stock
15,750

August 1, 2013
6 awards of Non-Qualified Stock Options
27,450

September 3, 2013
1 award of Non-Qualified Stock Options,
2 awards of Restricted Stock
12,938

October 1, 2013
1 award of Restricted Stock
9,000

October 2, 2013
4 awards of Non-Qualified Stock Options
15,000

November 1, 2013
2 awards of Non-Qualified Stock Options,
1 award of Restricted Stock
30,750

December 2, 2013
4 awards of Non-Qualified Stock Options
15,750

January 2, 2014
4 awards of Non-Qualified Stock Options,
1 award of Restricted Stock
24,000

January 15, 2014
1 award of Restricted Stock
44,829

February 3, 2014
3 awards of Non-Qualified Stock Options
168,000

March 3, 2014
6 awards of Non-Qualified Stock Options,
1 award of Restricted Stock
258,711

March 17, 2014
10 awards of Non-Qualified Stock Options,
7 awards of Restricted Stock
150,908

April 1, 2014
3 awards of Non-Qualified Stock Options
31,500

April 2, 2014
1 award of Non-Qualified Stock Options
4,500

May 1, 2014
7 awards of Non-Qualified Stock Options,
3 awards of Restricted Stock
79,500

June 2, 2014
4 awards of Non-Qualified Stock Options
19,500

June 12, 2014
6 awards of Restricted Stock
28,326

July 1, 2014
5 awards of Non-Qualified Stock Options
40,500

August 1, 2014
1 award of Non-Qualified Stock Options,
1 award of Restricted Stock
24,000

September 1, 2014
1 award of Non-Qualified Stock Options
1,500

September 2, 2014
1 award of Restricted Stock
8,865

September 5, 2014
1 award of Non-Qualified Stock Options
7,500

October 1, 2014
3 awards of Non-Qualified Stock Options
60,000

November 3, 2014
3 awards of Non-Qualified Stock Options,
1 award of Restricted Stock
18,000

December 1, 2014
2 awards of Non-Qualified Stock Options,
1 award of Restricted Stock
15,000

January 2, 2015
3 awards of Non-Qualified Stock Options,
4 awards of Restricted Stock
38,250

January 5, 2015
1 award of Restricted Stock
15,000

February 2, 2015
2 awards of Non-Qualified Stock Options,
3 awards of Restricted Stock
48,750

March 2, 2015
2 awards of Non-Qualified Stock Options,
1 award of Restricted Stock
39,387

March 11, 2015
4 awards of Non-Qualified Stock Options,
13 awards of Restricted Stock
136,547

March 20, 2015
 1 award of Restricted Stock
30,000

April 1, 2015
2 awards of Non-Qualified Stock Options,
1 award of Restricted Stock
10,500




Exhibit 99.1

Equity Award Issuance Date
Aggregate Number of Equity Awards Granted
Aggregate Number of Shares of Common Stock Issued
May 1, 2015
1 award of Non-Qualified Stock Options,
1 award of Restricted Stock
9,000

June 1, 2015
2 awards of Non-Qualified Stock Options,
10 awards of Restricted Stock
90,453

July 9, 2015
1 award of Non-Qualified Stock Options
4,500

August 1, 2015
1 award of Restricted Stock
56,138

August 3, 2015
2 awards of Non-Qualified Stock Options
3,000

September 1, 2015
4 awards of Non-Qualified Stock Options
7,500

December 1, 2015
1 award of Restricted Stock
3,750

January 4, 2016
7 awards of Non-Qualified Stock Options,
8 awards of Restricted Stock
102,900

February 1, 2016
2 awards of Non-Qualified Stock Options,
4 awards of Restricted Stock
39,288

March 1, 2016
2 awards of Restricted Stock
107,066

March 15, 2016
3 awards of Non-Qualified Stock Options,
16 awards of Restricted Stock
108,015

April 1, 2016
2 awards of Non-Qualified Stock Options,
1 award of Restricted Stock
25,500

May 2, 2016
3 awards of Non-Qualified Stock Options,
5 awards of Restricted Stock
44,857

June 1, 2016
2 awards of Restricted Stock
15,326

June 14, 2016
6 awards of Restricted Stock
26,796

July 1, 2016
1 award of Non-Qualified Stock Options,
3 awards of Restricted Stock
73,500

August 1, 2016
1 award of Non-Qualified Stock Options
1,500

September 1, 2016
1 award of Non-Qualified Stock Options,
1 award of Restricted Stock
3,000

September 6, 2016
1 award of Restricted Stock
13,119

October 3, 2016
1 award of Non-Qualified Stock Options,
1 award of Restricted Stock
6,000

October 24, 2016
1 award of Restricted Stock
45,000

November 1, 2016
1 award of Non-Qualified Stock Options,
1 award of Restricted Stock
12,000

December 1, 2016
1 award of Non-Qualified Stock Options,
3 awards of Restricted Stock
40,500

January 3, 2017
2 awards of Non-Qualified Stock Options,
4 awards of Restricted Stock
234,254

January 13, 2017
1 award of Non-Qualified Stock Options
6,593

February 1, 2017
4 awards of Non-Qualified Stock Options,
4 awards of Restricted Stock
101,666

March 15, 2017
1 award of Non-Qualified Stock Options,
14 awards of Restricted Stock
70,159

April 3, 2017
5 awards of Restricted Stock
43,500

April 11, 2017
1 award of Restricted Stock
30,000

May 1, 2017
1 award of Non-Qualified Stock Options,
2 awards of Restricted Stock
6,942

May 15, 2017
1 award of Restricted Stock
1,500

June 27, 2017
6 awards of Restricted Stock
23,286

July 3, 2017
1 award of Non-Qualified Stock Options,
4 awards of Restricted Stock
14,250




Exhibit 99.1

Equity Award Issuance Date
Aggregate Number of Equity Awards Granted
Aggregate Number of Shares of Common Stock Issued
July 5, 2017
1 award of Restricted Stock
11,393

August 1, 2017
1 award of Non-Qualified Stock Options
1,500

September 1, 2017
2 awards of Restricted Stock
15,552

October 2, 2017
1 award of Non-Qualified Stock Options,
2 awards of Restricted Stock
14,250

November 1, 2017
2 awards of Non-Qualified Stock Options,
1 award of Restricted Stock
12,000

December 1, 2017
1 award of Non-Qualified Stock Options,
2 awards of Restricted Stock
13,200

January 2, 2018
6 awards of Non-Qualified Stock Options,
6 awards of Restricted Stock
62,780

February 12, 2018
1 award of Restricted Stock
3,509

February 19, 2018
3 awards of Non-Qualified Stock Options
270,000

March 1, 2018
2 awards of Restricted Stock
18,378

March 15, 2018
2 awards of Non-Qualified Stock Options,
20 awards of Restricted Stock
100,661

April 2, 2018
2 awards of Restricted Stock
21,960

May 1, 2018
5 awards of Restricted Stock
35,363

May 2, 2018
1 award of Restricted Stock
1,500

May 30, 2018
7 awards of Restricted Stock
23,751

June 1, 2018
2 awards of Non-Qualified Stock Options,
1 award of Restricted Stock
40,155

July 2, 2018
1 award of Non-Qualified Stock Options,
3 awards of Restricted Stock
29,990

July 9, 2018
1 award of Restricted Stock
6,996

September 4, 2018
1 award of Restricted Stock
7,806

October 1, 2018
1 award of Restricted Stock
14,337

October 15, 2018
2 awards of Restricted Stock
7,511

November 1, 2018
1 award of Non-Qualified Stock Options,
3 awards of Restricted Stock
14,500

November 5, 2018
1 award of Restricted Stock
6,161

November 21, 2018
1 award of Restricted Stock
2,250

December 1, 2018
3 awards of Restricted Stock
11,000

December 3, 2018
1 award of Non-Qualified Stock Options
5,000

January 2, 2019
1 award of Non-Qualified Stock Options,
9 awards of Restricted Stock
69,527

February 1, 2019
2 awards of Non-Qualified Stock Options,
2 awards of Restricted Stock
26,000

March 1, 2019
1 award of Restricted Stock
5,970

March 15, 2019
1 award of Non-Qualified Stock Options,
19 awards of Restricted Stock
63,570

April 1, 2019
1 award of Non-Qualified Stock Options,
4 awards of Restricted Stock
41,551

April 22, 2019
2 awards of Restricted Stock
24,000

May 1, 2019
1 award of Non-Qualified Stock Options,
3 awards of Restricted Stock
12,128

May 2, 2019
1 award of Restricted Stock
2,114

June 3, 2019
8 awards of Restricted Stock
30,255

July 1, 2019
1 award of Restricted Stock
5,000