Iconix Brand Group, Inc. (Nasdaq: ICON) today announced that it has entered into a cooperation agreement with Sports Direct International plc (LON: SPD), pursuant to which Sports Direct has the right to appoint two members of the Company's Board of Directors. Justin Barnes, of IBSL Consultancy Limited, has been appointed to the Board with immediate effect. Additionally, James Marcum, a current member of the Board, shall continue to serve on the Board as a Sports Direct designee. Messrs. Barnes and Marcum will each serve a term expiring at the Company's 2018 annual meeting of stockholders (the "2018 Annual Meeting"), 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 As part of the cooperation agreement, Sports Direct has withdrawn its previously announced nomination notice of individuals for election as directors at the 2018 Annual Meeting.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 (7) 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 Messrs. 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. Given today's announcement, the Board will not hold its 2018 Annual Meeting on August 2, 2018 as previously disclosed. The Board will announce the date of the 2018 Annual Meeting, which will be held no later than October 1, 2018, as soon as practicable.
Pursuant to the cooperation agreement, Sports Direct has agreed to vote all of its shares in favor of the above slate of director nominees at the 2018 Annual Meeting and has agreed to certain other customary standstill and voting commitments. Additionally, the Company has established an ad hoc Steering Committee to conduct an operational review of the Company's business. The initial members of the Steering Committee will be Messrs. Barnes, Marcum, Cuneo and Friedman, Ms. Gove and the Company's permanent Chief Executive Officer (once identified and appointed). The complete cooperation agreement between Iconix and Sports Direct will be filed by the Company with the Securities and Exchange Commission (the "SEC") as an exhibit to a Current Report on Form 8-K.
About Justin Barnes
Justin Barnes, 53, of IBSL Consultancy Limited, previously served as Head of Brands at Sports Direct and has worked with Sports Direct as a consultant for a number of years. Mr. Barnes is also a chartered trade mark attorney and has significant experience in the field of intellectual property law. Mr. Barnes has a broad range of operational experience in brand management, licensing and retail.
About Iconix Brand Group, Inc.
Iconix Brand Group, Inc. owns, licenses and markets a portfolio of consumer brands including: CANDIE'S ®, BONGO ®, JOE BOXER ®, RAMPAGE ®, MUDD ®, MOSSIMO ®, LONDON FOG ®, OCEAN PACIFIC ®, DANSKIN ®, ROCAWEAR ®, CANNON ®, ROYAL VELVET ®, FIELDCREST ®, CHARISMA ®, STARTER ®, WAVERLY ®, ZOO YORK ®, UMBRO ®, LEE COOPER ®, ECKO UNLTD. ®, MARC ECKO ®, ARTFUL DODGER ®, and HYDRAULIC®. In addition, Iconix owns interests in the MATERIAL GIRL ®, ED HARDY ®, TRUTH OR DARE ®, MODERN AMUSEMENT ®, BUFFALO ® and PONY ® brands. The Company licenses its brands to a network of retailers and manufacturers. Through its in-house business development, merchandising, advertising and public relations departments, Iconix manages its brands to drive greater consumer awareness and equity.
About Sports Direct International plc
Sports Direct is the UK's largest sporting goods retailer by revenue, operating over 750 stores across the UK, continental Europe and Asia. Additionally, Sports Direct operates Premium Lifestyle and Brands divisions and owns a portfolio of over 30 globally recognized brands, including Slazenger, Everlast, Lonsdale, Karrimor, No Fear and Kangol.
