Director Nominations, Proposals for
Action and Other Business Brought Before the Annual Meeting
Our By-Laws require that proposals of stockholders
made outside of the processes of Rule 14a-8 under the Exchange Act must be submitted, in accordance with the requirements of the
By-Laws, including providing all of the information specified in the By-Laws no earlier than January 8, 2020 and no later than
February 7, 2020; provided, however, that in the event that the 2020 annual meeting of stockholders is called for
a date that is more than thirty (30) calendar days earlier or more than sixty (60) calendar days later than May 7, 2020, notice
by the stockholder in order to be timely must be so delivered or received no earlier than the close of business on the one hundred
and twentieth (120th) calendar day prior to the date of such annual meeting and not later than the close of businesses on the later
of the ninetieth (90th) calendar day prior to the date of such annual meeting or, if the first public disclosure of the date of
such annual meeting is less than one hundred (100) calendar days prior to the date of such annual meeting, the tenth (10th) calendar
day following the day on which public disclosure of the date of such annual meeting is first made. Stockholders are advised to
review our By-Laws, which contain additional requirements with respect to advance notice of stockholder proposals and director
We did not receive any notice of any proposed
matter to be submitted by stockholders for a vote at this Annual Meeting and, therefore, in accordance with Rule 14a-4(c) of the
Exchange Act, any proxies held by persons designated as proxies by our Board of Directors and received in respect of this Annual
Meeting will be voted in the discretion of our management on such other matter which may properly come before the Annual Meeting.
The Board does not know of any other matters
that are to be presented for action at the Annual Meeting. However, if any other matters properly come before the Annual Meeting
or any adjournment(s) or postponement(s) of the Annual Meeting, it is intended that the enclosed proxy will be voted in accordance
with the judgment of the persons voting the proxy.
Delivery of Documents to Stockholders
Sharing an Address
The SEC has adopted a rule that allows
us or your broker to send a single set of proxy materials and annual reports to any household at which two or more of our stockholders
reside, if we or your broker believe that the stockholders are members of the same family. This practice, referred to as “householding,”
benefits both you and us. It reduces the volume of duplicate information received at your household and helps us reduce our expenses.
The rule applies to our annual reports, proxy materials (including this Proxy Statement) and information statements. Once you receive
notice from your broker or from us that communications to your address will be “householded,” the practice will continue
until you are otherwise notified or unless you instruct otherwise. Each stockholder will continue to receive a separate proxy card
or voting instruction card.
If, at any time, you no longer wish to
participate in “householding” and would prefer to receive a separate Proxy Statement and, if applicable, other proxy
materials, please notify your broker, or if you are holding a physical stock certificate, direct your written or oral request to
Iconix Brand Group, Inc., 1450 Broadway, Third Floor, New York, New York 10018 Attention: Secretary or (212) 730-0030, and we will
promptly deliver them. Stockholders who currently receive multiple copies of this Proxy Statement and, if applicable, other proxy
materials at their address and would like to request “householding” of their communications should contact their broker
or our Secretary at the above address.
CAN FIND MORE INFORMATION
This Proxy Statement and the Form 10-K
is being made available to stockholders via the Internet. If you would like to receive a printed copy of this Proxy Statement and
the Form 10-K, you should follow the instructions for requesting such information in the notice you receive.