To be held on TUESDAY, MAY 7, 2019
10:00 a.m., Local Time
1450 Broadway, Third Floor, New York,
New York 10018
To the Stockholders of ICONIX BRAND
NOTICE IS HEREBY GIVEN that the 2019 Annual
Meeting of Stockholders (the “Annual Meeting”) of Iconix Brand Group, Inc. (the “Company”) will be held
on Tuesday, May 7, 2019, at 10:00 a.m., local time, at the Company’s offices at 1450 Broadway, Third Floor, New York, New
York 10018, for the following purposes:
|1.||To elect five (5) directors to hold office until the
next annual meeting of stockholders and until their respective successors have been duly elected and qualified;
|2.||To ratify the appointment of BDO USA, LLP as the Company’s
independent registered public accountants for the fiscal year ending December 31, 2019;
|3.||To approve, by non-binding advisory vote, the resolution
approving named executive officer compensation;
|4.||To approve a proposal to adopt an amendment to the
Company’s Certificate of Incorporation, as amended, to authorize the Board to effect a reverse stock split of the issued
shares of the Company’s common stock, $0.001 par value per share, at a reverse stock split ratio of not less than 1-for-2
and not more than 1-for- ; and
|5.||To transact such other business as may properly come
before the Annual Meeting or any adjournment(s) or postponement(s) thereof.
These items of business are more fully
described in the proxy statement (the “Proxy Statement”) accompanying this Notice of the Annual Meeting.
Only stockholders of record at the close
of business on March 8, 2019 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment(s) or postponement(s)
thereof. A list of all stockholders entitled to vote at the Annual Meeting will be available for examination at our principal executive
office, located at 1450 Broadway, Third Floor, New York, New York 10018, for the ten (10) day period before the date of the Annual
Meeting, between 9:00 a.m. and 5:00 p.m., local time, and at the place of the Annual Meeting during the Annual Meeting for any
purpose germane to the Annual Meeting.
PLEASE NOTE THAT ATTENDANCE AT THE ANNUAL
MEETING WILL BE LIMITED TO STOCKHOLDERS OF THE COMPANY AS OF THE RECORD DATE (OR THEIR AUTHORIZED REPRESENTATIVES) HOLDING EVIDENCE
OF OWNERSHIP. IF YOUR SHARES ARE HELD BY A BANK OR BROKER, PLEASE BRING TO THE ANNUAL MEETING YOUR BANK OR BROKER STATEMENT EVIDENCING
YOUR BENEFICIAL OWNERSHIP OF THE COMPANY’S COMMON STOCK TO GAIN ADMISSION TO THE ANNUAL MEETING.