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EX-99.1 - ICONIX BRAND GROUP, INC. | v212017_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): February
15, 2011
ICONIX BRAND GROUP, INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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0-10593
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11-2481903
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(State
or Other
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(Commission
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(IRS
Employer
|
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Jurisdiction
of
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File
Number)
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Identification
No.)
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Incorporation)
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1450 Broadway, New York, NY
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10018
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (212)
730-0030
Not Applicable
|
(Former
Name or Former Address, if Changed Since Last
Report)
|
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2.
below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.02 Results of Operations and
Financial Condition
On
February 16, 2011, Iconix Brand Group, Inc. (the “Company”) issued a
press release announcing its financial results for the year ended December 31,
2010. As noted in the press release, the Company has provided certain
non-U.S. generally accepted accounting principles (“GAAP”) financial measures,
the reasons it provides such measures and a reconciliation of the non-U.S. GAAP
measures to U.S. GAAP measures. Readers should consider non-GAAP
measures in addition to, and not as a substitute for, measures of financial
performance prepared in accordance with U.S. GAAP. A copy of the
Company’s press release is being furnished hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(d) On
February 15, 2011, the Board of Directors of the Company appointed Laurence
Charney as a director. Since August 2008, Mr. Charney has served as a private
consultant to financial and accounting firms. From 1989 through
June 2007, Mr. Charney was employed by Ernst & Young, LLP, a registered
public accounting firm, retiring as a partner. Mr. Charney currently
serves as a director of Mrs. Fields’ Original Cookies, Inc., a private company
involved in the development and franchising of retail stores, which sell cookies
and other bakery products in the United States and
internationally. In addition, Mr. Charney serves on the Board
of UJA Federation of New York, one of the world’s largest local
philanthropy organizations. Mr. Charney has previously served as a
director and audit committee member of Marvel Entertainment, Inc., XTL
Bio-Pharmaceuticals Ltd., and Pure Biofuels, Inc.
(e) On
February 15, 2011, the Compensation Committee of the Board of Directors of the
Company awarded a discretionary cash bonus in the amount of $2,300,000 to Neil
Cole, the Company’s Chairman of the Board, Chief Executive Officer and
President.
Item 9.01
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Financial
Statements and Exhibits
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(d)
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99.1
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Press
Release of the Company dated February 16,
2011
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
ICONIX
BRAND GROUP, INC.
(Registrant)
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|||
By:
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/s/ Warren Clamen
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Name:
Warren Clamen
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Title: Executive
Vice President and Chief Financial Officer
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Date: February
16, 2011
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