Iconix Brand Group has entered into collaboration with Sports Direct International. The two have signed a cooperation agreement in this connection, pursuant to which Sports Direct has the right to appoint two members of the company’s Board of Directors. Justin Barnes, of IBSL Consultancy, has been appointed to the board with immediate effect.
Additionally, James Marcum, a current member of the board, will continue to serve on the board as a Sports Direct designee. Barnes and Marcum will each serve a term expiring at the company’s 2018 annual meeting of stockholders, and will be nominated by the company on its slate of nominees for election as directors at the 2018 annual meeting.
As part of the cooperation agreement, Sports Direct has withdrawn its previously announced nomination notice of individuals for election as directors at the 2018 annual meeting. Additionally, as part of the cooperation agreement, the size of the board will be no greater than seven members following the completion of the 2018 annual meeting.
“We are pleased to have reached this agreement with Sports Direct, which is in the best interests of the company and all of our stockholders,” said Peter Cuneo, Executive Chairman of the board and interim CEO. “We look forward to working closely with Justin, and to continuing our positive relationship with Jim, as we continue the process to identify a permanent CEO and take the steps necessary to position Iconix for growth and stockholder value creation.”
As part of the cooperation agreement, the company will nominate Barnes and Marcum, Peter Cuneo, Drew Cohen, Mark Friedman and Sue Gove for election as directors at the 2018 annual meeting. Additional information about the company’s director nominees will be included in its proxy materials that will be mailed to all of the company’s stockholders ahead of the 2018 annual meeting. The board will not hold its 2018 annual meeting on August 2, 2018. It will announce the date of the 2018 annual meeting, which will be held no later than October 1, 2018.