PRELIMINARY PROXY MATERIALS
SUBJECT TO COMPLETION, DATED APRIL 1, 2019
Dear Fellow Stockholders:
You are cordially invited to attend the
2019 Annual Meeting of Stockholders (the “Annual Meeting”) of Iconix Brand Group, Inc. (the “Company” or
“Iconix”), which will be held on Tuesday, May 7, 2019, at 10:00 a.m., local time, at the offices of the Company, located
at 1450 Broadway, Third Floor, New York, New York 10018.
Iconix is proud to be part of your portfolio
and the Company thanks you for your support. The Notice of Annual Meeting and proxy statement (the “Proxy Statement”),
which follow, describe the business to be conducted at the Annual Meeting.
The board of directors of the Company (the
“Board of Directors” or the “Board”) has over the last four (4) years restructured the Company’s
executive compensation and governance policies to respond to stockholder feedback. The Board, the Compensation Committee of the
Board (the “Compensation Committee”) and the Nominating and Governance Committee of the Board (the “Governance/Nominating
Committee”) also continue to review the Company’s governance and compensation practices and will make additional changes
where appropriate. Specifically, in 2018, we reduced the size of our Board from eight (8) directors to seven (7) directors and
added one new independent director to our Board. In 2019, we further decreased the size of our Board from seven (7) directors to
five (5) directors, effective upon the election
of directors at the 2019 annual meeting of shareholders, to better align to the needs of our Company during this challenging
financial period. The qualifications and biographies of all of our directors are provided in the attached Proxy Statement.
Whether or not you will be able to attend
the Annual Meeting, it is very important that your shares are represented. We urge you to read the accompanying Proxy Statement
carefully and to use the enclosed proxy card to vote for the Board of Directors’ nominees, and in accordance with the Board
of Directors’ recommendations on the other proposals, as soon as possible. You may vote your shares by signing and dating
the enclosed proxy card and returning it in the postage-paid envelope provided, whether or not you plan to attend the Annual Meeting.
For your convenience, you may also vote your shares via the Internet or by a toll-free telephone number by following the instructions
on the enclosed proxy card.
Holders of shares as of the close of business
on March 8, 2019, the record date for voting at the Annual Meeting, are urged to submit a proxy card, even if your shares were
sold after such date.
If your brokerage firm, bank, dealer or
other similar organization is the holder of record of your shares (i.e., your shares are held in “street name”),
you will receive voting instructions from the holder of record. You must follow these instructions in order for your shares to
be voted. Your broker is required to vote those shares in accordance with your instructions. If you do not give instructions to
your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary”
items. Discretionary items are proposals considered routine under the rules on which your broker may vote shares held in “street
name” without your voting instructions. On “non-discretionary” items for which you do not give your broker instructions,
the shares will be treated as broker non-votes. For example, under current broker voting rules, any election of a member of the
Board of Directors is considered “non-discretionary” and therefore brokers are not permitted to vote your shares held
in street name for the election of directors in the absence of instructions from you.
Your vote is very important. Whether or
not you plan to attend the Annual Meeting in person, we appreciate a prompt submission of your vote. We hope to see you at the
Annual Meeting. On behalf of the Company and your Board of Directors, thank you for your continued support.