STEVEN MADDEN LTD

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Steven Madden, Ltd.

(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 all boxes that apply):

STEVEN MADDEN, LTD.

52-16 Barnett Avenue

April 10, 2024

DEAR STOCKHOLDERS,

2023 was a challenging year for Steve Madden, as our wholesale customers took a cautious approach to orders and consumers pulled back on discretionary spending. For the year, our revenue declined 7% to $2.0 billion, and Adjusted diluted EPS decreased 12% to $2.45. While our financial performance was not up to our standards, we drove sequential improvement each quarter throughout the year in both revenue and earnings compared to the prior year, and we took important steps to position Steve Madden for long-term success. Despite the headwinds, our team remained focused on executing our strategy for long-term growth, the foundation of which is driving closer connections with consumers through the combination of consistently trend-right product assortments and effective consumer engagement, thereby enabling success with our four key long-term business drivers, outlined below.

GROWING OUR INTERNATIONAL BUSINESS

Our international business has been the fastest-growing part of our company over the last several years, and the momentum continued in 2023 despite the challenging macro environment. International revenue grew 11% to $381 million, or 19% of total revenue. The EMEA region was a standout, with revenue increasing 24% compared to 2022 driven by strong growth in Europe, South Africa and our new Middle East joint venture. We also saw exceptional performance in Mexico, with revenue increasing 36% as we capitalized on our market-leading position there.

EXPANDING OUTSIDE OF FOOTWEAR

Expanding our business in categories outside of footwear like accessories and apparel is another of our key growth initiatives. In 2023, our overall accessories and apparel revenue increased 10% compared to 2022, or 1% excluding our new acquisition Almost Famous. Our Steve Madden handbag business was the highlight, with revenue increasing 37% including strong growth in both wholesale and direct-to-consumer channels and both domestic and international markets. We also broadened our footprint outside of footwear with the acquisition of Almost Famous, a designer and marketer of women’s apparel. Almost Famous’ core expertise is in the junior apparel category and in value-priced distribution channels, making it a strong complement to our existing Steve Madden apparel business, which is focused on contemporary styling and is primarily distributed in department stores and e-commerce retailers. We intend to utilize the Almost Famous platform to introduce Madden Girl apparel and grow Madden NYC apparel. This will enable us to implement in apparel the strategy that has been successful for us in footwear and accessories, which is to utilize the Steve Madden brand portfolio – including Steve Madden, Madden Girl and Madden NYC – to reach customers in all tiers of distribution from premium channels through mass.

DRIVING DIRECT-TO-CONSUMER LED BY DIGITAL

Our third key business driver is driving our direct-to-consumer business, led by digital. After strong growth in this business in 2021 and 2022, our DTC revenue declined 3% in 2023. If we compare to pre-COVID 2019, however, our DTC business is up nearly 60% in revenue and nearly 200% in operating profit. We expect to return to year-over-year growth in this business in 2024, and going forward, continuing to drive expansion in DTC channels will remain a top priority.

STRENGTHENING OUR CORE U.S. WHOLESALE FOOTWEAR BUSINESS

Our final key long-term business driver is strengthening our core U.S. wholesale footwear business. 2023 was a uniquely challenging year in the U.S. wholesale footwear channel, as many of our customers entered the year with excess inventory and reduced orders significantly in efforts to right-size inventory levels. After a steep revenue decline in the first half, the trend in this business improved significantly in the back half. Looking ahead, inventories in the channel are much healthier than they were a year ago, and we are positioned to return to year-over-year revenue growth in this business beginning in Spring 2024.

RETURNING CAPITAL TO STOCKHOLDERS

At Steve Madden, we have a long history of consistently returning capital to stockholders. In 2023, we utilized our strong balance sheet and robust free cash flow to repurchase $142 million in stock and pay $63 million in dividends. Since 2013, we have returned approximately $1.5 billion to stockholders in the form of share repurchases and dividends.

ADVANCING OUR CORPORATE SOCIAL RESPONSIBILITY GOALS

We also continue to make meaningful progress on our corporate social responsibility initiatives, as we work to minimize the negative impacts we have on the environment and maximize the positive impacts we have on our people and our communities. Highlights from 2023 included:

LOOKING FORWARD

Overall, while 2023 was a challenging year, we drove sequential improvement throughout the year and made important progress on the key strategic initiatives that position Steve Madden for long-term growth. As we have moved into 2024, while the operating environment remains choppy, we believe the on-trend product assortments created by Steve and his team have us well-positioned. And looking out further, we are confident that the combination of our strong brands and proven business model will enable us to drive sustainable revenue and earnings growth for years to come.

I’d like to thank our employees for their dedication, our customers for their loyalty, and you, our stockholders, for your support.

Sincerely,

EDWARD ROSENFELD

CHAIRMAN AND CEO

52-16 Barnett Avenue

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 22, 2024

TO THE STOCKHOLDERS:

The Annual Meeting of Stockholders (the “Annual Meeting”) of Steven Madden, Ltd. (the “Company”) will be held on Wednesday, May 22, 2024, at 10:00 a.m. Eastern time in a virtual-only format, for the purposes stated below:

Only stockholders of record at the close of business on March 28, 2024, the record date for the Annual Meeting, are entitled to notice of and to vote at the Annual Meeting and any adjournments thereof. Stockholders who own shares of the Company’s common stock beneficially through a bank, broker or other nominee will also be entitled to attend the Annual Meeting. To participate in the Annual Meeting atwww.virtualshareholdermeeting.com/SHOO2024, you must enter the 16-digit control number found on your proxy card or your Notice of Availability of Proxy Materials. Whether or not you plan to attend the Annual Meeting, we urge you to vote in advance of the Annual Meeting by one of the methods described below. If you have voted over the Internet, by phone or by mail before the Annual Meeting, you do not need to vote again. Guests may listen to the Annual Meeting, but are not entitled to participate.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 22, 2024: THE NOTICE OF ANNUAL MEETING AND PROXY STATEMENT, ANNUAL REPORT, ELECTRONIC PROXY CARD AND ANY OTHER MATERIALS CONCERNING THE ANNUAL MEETING, TOGETHER WITH ANY AMENDMENTS TO ANY OF THESE MATERIALS, ARE AVAILABLE ON THE INTERNET ATHTTP://WWW.PROXYVOTE.COM.

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE MARK, DATE AND SIGN THE ACCOMPANYING FORM OF PROXY AND MAIL IT PROMPTLY IN THE ENVELOPE PROVIDED TO: VOTE PROCESSING, C/O BROADRIDGE, 51 MERCEDES WAY, EDGEWOOD, NEW YORK 11717. ALTERNATIVELY, YOU MAY VOTE YOUR SHARES BY TELEPHONE OR OVER THE INTERNET AS DESCRIBED ON THE ACCOMPANYING PROXY CARD.

TABLE OF CONTENTS

i

ii

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this document regarding anticipated financial, business, legal or other outcomes, including business and market conditions, outlook and other similar statements relating to the Company’s future events, developments, or financial or operational performance or results, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as “may,” “will,” “should,” “expect,” “estimate,” “believe,” “intend,” “forecast,” “anticipate,” “guidance,” and other similar language. However, the absence of these or similar words or expressions does not mean a statement is not forward-looking. While we believe these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance these expectations will be attained, and it is possible actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Forward-looking statements are only as of the date they are made, and the Company undertakes no duty to update its forward-looking statements except as required by law.

Our operations are subject to a number of risks and uncertainties including, but not limited to, those risk factors described in our SEC filings. Refer to “Risk Factors” under Item 1.A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of additional risk factors and a more complete discussion of some of the cautionary statements noted above. If any of the events described in the risk factors actually occur, our business, financial condition or operating results, as well as the market price of our securities, could be materially adversely affected.

iii

STEVEN MADDEN, LTD.

52-16 Barnett Avenue

PROXY STATEMENT