STOCK AND VOTING RIGHTS
Only stockholders of record at the close
of business on March 8, 2019 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting. As of
the Record Date, there were issued and outstanding 87,238,467 shares of the Company’s common stock, $0.001 par value
per share (the “Common Stock”), the Company’s only class of voting securities. Each share of Common Stock entitles
the holder to one vote on each matter submitted to a vote at the Annual Meeting.
Revocation of Proxies
You can change your vote or revoke your
proxy at any time before it is exercised at the Annual Meeting by doing any of the following:
|(1)||you can submit a valid proxy with a later date;
|(2)||you can change your vote via the Internet or by telephone
by following the instructions on the enclosed proxy card;
|(3)||you can notify our Secretary in writing at Iconix
Brand Group, Inc., c/o Secretary, 1450 Broadway, Third Floor, New York, New York 10018 that you have revoked your proxy; or
|(4)||you can vote in person by written ballot at the Annual
Meeting. If you are not a record holder of shares, you must provide a “legal” proxy from the record holder in order
to vote your shares in person at the Annual Meeting. Simply attending the Annual Meeting will not, by itself, revoke your proxy.
If your shares are held in “street
name” through a broker, bank or other nominee, you need to contact the record holder of your shares regarding how to revoke
Receipt of Multiple Proxy Cards
Many of our stockholders hold their shares
in more than one account and may receive separate proxy cards or voting instructions forms for each of those accounts. To ensure
that all of your shares are represented at the Annual Meeting, we recommend that you vote every proxy card you receive.
You may vote “FOR” the five
(5) nominees to the Board of Directors or you may vote “against” any nominee you specify. The directors will be elected
by a majority of the votes “cast” at the Annual Meeting (the number of shares voted “for” a director nominee
must exceed the number of votes cast “against” that nominee), provided a quorum is present. The reverse stock split
proposal will be decided by the affirmative vote of the holders of a majority of the shares of Common Stock outstanding as of the
Record Date. All other matters to be voted upon at the Annual Meeting will be decided by a majority of votes cast for such matter
at the Annual Meeting, provided a quorum is present. A quorum is present if at least a majority of the shares of Common Stock outstanding
as of the Record Date are present in person or represented by proxy at the Annual Meeting. Votes will be counted and certified
by one or more inspector of elections who are expected to be one or more employees of the Company’s transfer agent. In accordance
with Delaware law, abstentions, “votes against” and “broker non-votes” (i.e., proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial owner or other person entitled to vote shares as
to a matter with respect to which the brokers or nominees do not have discretionary power to vote) will be treated as present for
purposes of determining the presence of a quorum.
Stockholders vote by casting ballots (in
person or by proxy), which are tabulated by the inspector of elections. Abstentions and broker “non-votes” are included
in the number of shares present at the Annual Meeting for quorum purposes. Abstentions will have the same effect as negative votes
for purposes of Proposal IV (authorization to effect the reverse stock split), but will not be considered votes “cast”
and therefore will have no effect for purposes of Proposals I, II and III.