This proxy statement (this “Proxy
Statement”) is furnished in connection with the solicitation of proxies by the board of directors (the “Board of Directors”
or the “Board”) of Iconix Brand Group, Inc., a Delaware corporation (the “Company”, “Iconix”,
“we”, “us” or “our”), for use at the 2019 Annual Meeting of Stockholders (the “Annual
Meeting”) to be held on May 7, 2019 at 10:00 a.m., local time, including any adjournment(s) or postponement(s) thereof, for
the purposes set forth in the accompanying Notice of the Annual Meeting. The Annual Meeting will be held at the Company’s
offices, located at 1450 Broadway, Third Floor, New York, New York 10018. For directions to the Annual Meeting, please write to
our Secretary at Iconix Brand Group, Inc., 1450 Broadway, Third Floor, New York, New York 10018.
If your shares are held in the name of
a bank, broker or other holder of record, you will receive instructions from the holder of record. You must follow the instructions
of the holder of record in order for your shares to be voted. Internet voting also will be offered to stockholders owning shares
through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares in person
at the Annual Meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it
to the Annual Meeting in order to vote.
Proxies duly executed and returned to the
management of the Company, and not revoked, will be voted at the Annual Meeting. Any proxy given may be revoked by the stockholder
at any time prior to the voting of the proxy by a subsequently dated proxy or by voting again at a later date on the Internet or
by telephone, by written notification of such revocation to the Secretary of the Company, or by personally withdrawing the proxy
at the Annual Meeting and voting in person. Only the latest ballot or Internet or telephone proxy submitted by a stockholder prior
to the Annual Meeting will be counted.
The address and telephone number of the
principal executive offices of the Company are:
1450 Broadway, Third Floor
New York, New York 10018
Telephone No.: (212) 730-0030
On March 14, 2019,
the Company effected a 1-to-10 reverse stock split (the “Reverse Stock Split”) of its common stock. The
Reverse Stock Split reduced the number of the Company’s outstanding shares of common stock from approximately 88.5 million
shares to approximately 8.9 million shares. Unless the context otherwise requires, all share and per share amounts
in this Proxy Statement have not been adjusted to reflect the Reverse Stock Split.