This Proxy Statement and the Form 10-K
also are available on our website at www.iconixbrand.com.
Proxies for the Annual Meeting will be
solicited by mail and through brokerage institutions and all expenses involved, including printing and postage, will be paid by
us. We have engaged Morrow Sodali LLC (“Morrow”) to assist in the administration, distribution and solicitation of
proxies for the Annual Meeting, and we expect that its fees will be approximately $15,000. Morrow’s address is 470 West Avenue,
Stamford, CT 06902. Stockholders can reach Morrow at (800) 662-5200. Banks and brokers may call collect at (203) 658-9400. Further
solicitation of proxies from some stockholders may be made by our directors, officers and regular employees personally, by telephone,
mail, Internet, telegraph or special letter.
In addition, we may request banks, brokers
and other custodians, nominees and fiduciaries to solicit their customers whose shares of Common Stock are registered in nominee
name. We will reimburse such persons for their reasonable out-of-pocket costs.
The Board of Directors is aware of no other
matters, except for those incident to the conduct of the Annual Meeting, that are to be presented to stockholders for formal action
at the Annual Meeting. If, however, any other matters properly come before the Annual Meeting or any adjournment(s) or postponement(s)
thereof, it is the intention of the persons named in the proxy to vote the proxy in accordance with their judgment.
By order of the Board of Directors,
F. Peter Cuneo