To Approve, by Non-Binding Advisory
Vote, the Resolution Approving Named Executive Officer Compensation
We are asking stockholders to approve a
non-binding advisory resolution on named executive officer compensation as reported in this Proxy Statement. As described within
the “Executive Compensation” section of this Proxy Statement, the Compensation Committee has structured the Company’s
named executive officer compensation program to achieve the following objectives:
|·||Attract, motivate and retain a talented, entrepreneurial and creative team of executives who will
provide leadership for the Company’s success in dynamic and competitive markets.|
|·||Align pay with performance—as well as with the long-term interests of stockholders—by
linking payouts to performance measures that promote long-term stockholder value.|
|·||Ensure continuity of the services of named executive officers so that they will contribute to,
and be a part of, the Company’s long-term success and to promote and sustain stability in the executive team.|
The Company and the Compensation Committee
of our Board of Directors consistently review our executive compensation program to ensure that it reflects competition in the
market place for talented individuals so that we can attract and retain skilled and committed long-term executives who we believe
will contribute to accomplishing our vision. We continue to review our compensation plans closely and will make additional changes,
as necessary, in an effort to ensure our practices are in keeping with industry norms and standards.
We urge stockholders to read the section
entitled “Executive Compensation” in this Proxy Statement, which describes in more detail how the Company’s named
executive officer compensation policies and procedures operate and are designed to achieve our compensation objectives, as well
as the “Summary Compensation Table” and related narrative, which provide detailed information on the compensation of
our named executive officers. The Compensation Committee and the Board of Directors believe that the policies and procedures articulated
in the section entitled “Executive Compensation” are effective in achieving the Company’s goals and are in accordance
with the compensation of our named executive officers reported in this Proxy Statement.
In accordance with Section 14A of the Exchange
Act, and as a matter of good corporate governance, the Company is asking stockholders to approve the following advisory resolution
at the Annual Meeting:
RESOLVED, that the stockholders
of Iconix Brand Group, Inc. (the “Company”) hereby approve the compensation paid to the Company’s named executive
officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Executive Compensation section, compensation tables
and narrative discussion in the Proxy Statement for the Company’s 2019 annual meeting of stockholders.
This advisory resolution, commonly referred
to as a “say-on-pay” resolution, is non-binding on the Board of Directors, the Compensation Committee and the Company.
Although non-binding, the Board of Directors and the Compensation Committee will carefully review and consider the voting results
when evaluating our named executive officer compensation program.
The affirmative vote of the holders of
record of a majority in voting interest of the shares of stock cast for such matter at the Annual Meeting is required for approval
of this proposal. The Board of Directors unanimously recommends a vote “FOR” the approval of the non-binding advisory
resolution on the Company’s named executive officer compensation.