UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
SD
Specialized
Disclosure Report
STEVEN
MADDEN, LTD.
(Exact
name of the registrant as specified in its charter)
Delaware |
|
000-23702 |
(State or other jurisdiction
of incorporation) |
|
(Commission
file
number) |
52-16
Barnett Avenue, Long Island City, New York |
|
11104 |
(Address
of principal executive offices) |
|
(Zip
code) |
Zine
Mazouzi, Chief Financial Officer |
|
(718)
446-1800 |
(Name and telephone number, including
area code, of the person to contact in connection with this report.)
Check
the appropriate box to indicate the rule pursuant to which this form is being filed:
☒
Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-l) for the reporting period from January 1 to December 31, 2022.
☐
Rule 13q-1 under the Securities Exchange Act (17 CFR 240.13q-l) for the fiscal year ended December 31, 2022.
Section
1 - Conflict Minerals Disclosure
Introduction
The
U.S. Securities and Exchange Commission (the “SEC”) adopted Rule 13p-1 under the Securities Exchange Act of 1934,
as amended, to implement reporting and disclosure requirements related to “conflict minerals” pursuant to Section 1502 of
the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Rule 13p-1 imposes certain reporting obligations on SEC registered
issuers that manufacture or contract to manufacture products in which conflict minerals are necessary to the functionality or production
of the products. Conflict minerals are defined by the SEC as gold, columbite-tantalite (coltan), cassiterite and wolframite, including
their derivatives, which are limited to tantalum, tin and tungsten for purposes of the rule (collectively, the “Conflict Minerals”).
For products that contain necessary Conflict Minerals, the registrant must conduct in good faith a reasonable country of origin inquiry
designed to determine whether any of the Conflict Minerals contained in its products originated or may have originated in the Democratic
Republic of the Congo or an adjoining country (collectively, the “Covered Countries”) and may contribute to or finance
militant groups in the region. If, based on such inquiry, the registrant knows or has reason to believe that any of the necessary Conflict
Minerals contained in its products originated or may have originated in a Covered Country and knows or has reason to believe that those
necessary Conflict Minerals may not be solely from recycled or scrap sources, the registrant must conduct due diligence to conclude whether
the necessary Conflict Minerals contained in the products did or did not directly or indirectly finance or benefit armed groups in the
Covered Countries. Products that do not contain necessary Conflict Minerals that directly or indirectly finance or benefit armed groups
in the Covered Countries are considered “DRC Conflict Free.”
The
disclosure for the year ended December 31, 2022 is presented in this report to comply with Rule 13p-1. Numerous terms in this Form SD
are defined in the SEC’s instructions to Form SD and in SEC Release No. 34-67716 issued by the SEC on August 22, 2012, and the
reader is referred to these documents for applicable definitions.
Item
1.01 Conflict Minerals Disclosure and Report
Company
Overview
Steven
Madden, Ltd. and its subsidiaries (collectively, the “Company” or “SML”, and also referred to by
“we”, “us” or “our”) design, source and market fashion-forward branded and private
label footwear, accessories and apparel for women, men and children. We distribute our products in the wholesale channel through department
stores, mass merchants, off-price retailers, shoe chains, online retailers, national chains, specialty retailers, independent stores,
and clubs throughout the United States, Canada, Mexico, and Europe, and other international markets through our joint ventures in Israel,
South Africa, China, Taiwan, Malaysia, and the Middle East along with special distribution arrangements in certain European countries,
North Africa, South and Central America, Australia, and various countries in Asia. In addition, our products are distributed through
our direct-to-consumer channel within the United States, Canada, Mexico, and Europe, and our joint ventures in Israel, South Africa,
China, Taiwan, and the Middle East. Our product lines include a broad range of contemporary styles designed to establish or capitalize
on market trends, complemented by core product offerings. We have established a reputation for design creativity and our ability to offer
quality, trend-right products at accessible price points, delivered in an efficient manner and time frame. We do not manufacture products;
rather, we contract with vendors to have them manufacture products for us. We do not directly purchase raw materials or component parts
for our products. Many of our products are made with component parts, such as zippers, buttons and working buckles, that are necessary
to the functionality of our products. These component parts are made of metal and, in some cases, may contain Conflict Minerals. Our
vendors that manufacture our products generally purchase these component parts from other third-party vendors. In light of this, we rely
on our direct vendors to provide information on the origin of the Conflict Minerals, if any, contained in components and materials included
in some of our products, including sources of Conflict Minerals that have been supplied to them from lower tier suppliers.
Overview
of SML’s Conflict Minerals Program and Reasonable Country of Origin Inquiry
In
2022, SML undertook a number of steps to determine whether any of the products that we contracted to be manufactured for us included
components or materials that contained Conflict Minerals in order to assess the applicability to the Company of Rule 13p-1. These steps
included (i) the continuous education of certain of our employees about Conflict Minerals and of our reporting obligation; (ii) identifying
vendors of products that could contain Conflict Minerals; (iii) communicating our vendor compliance manual, which contains Conflict Minerals
compliance requirements for our suppliers, and obtaining Conflict Minerals compliance commitments from our vendors; (iv) educating our
vendors about the Conflict Minerals reporting obligation; (v) requesting information from our vendors regarding the Conflict Minerals
content of the products and/or components that they provide; and (vi) collecting and analyzing the information from our vendors.
As
noted above, we have developed a Conflict Minerals Policy, incorporated in our Vendor Compliance Manual, and implemented procedures for
supply chain diligence relating to Conflict Minerals. Our policy with respect to Conflict Minerals is as follows:
Conflict
Minerals
SML
expects all of our Vendors to purchase the components used in our products and the materials utilized in the production of our products
from legitimate sources not involved in the funding of conflict. In particular, SML expects all of its Vendors, in full compliance with
the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated thereunder, to avoid
the use of “conflict minerals”, specifically, tantalum, tin, tungsten and gold, which may directly or indirectly finance
or benefit armed groups in the Democratic Republic of the Congo or adjoining countries. This requirement shall also be incorporated by
reference into all purchase orders issued by SML, where the Vendor will warrant that all minerals are conflict free, based on personal
knowledge and/or written warranties provided by the vendor/supplier of component materials.
Our
vendors must acknowledge their receipt and understanding of the Conflict Minerals Policy by executing an acknowledgement and agreement
to such effect and returning it to us. Additionally, as noted therein, the Conflict Minerals Policy is incorporated into all purchase
orders issued by SML and requires that the vendor warrant that all minerals are conflict free based on personal knowledge and/or written
warranties provided by the vendor/supplier of component materials.
Further,
for calendar year 2022, in order to strengthen our compliance program, we contracted with a third party, Source Intelligence, to conduct
a supply-chain survey of direct relevant vendors, including a reasonable country of origin inquiry, whereby such vendors were asked to
complete the Conflict Minerals Report Template to certify that either (i) none of the products that they manufacture for us contains
any Conflict Minerals or (ii) none of the Conflict Minerals are sourced in from any Covered Country or such Conflict Minerals are from
recycled or scrap sources.
Conclusion
Based on Reasonable Country of Origin Inquiry
Based
upon our review of the certifications, reporting templates and other communications with our vendors, we have concluded in good faith
that during 2022, based on the reasonable country of origin inquiry, we have no reason to believe that any of the Conflict Minerals necessary
to the functionality or production of any of our products may have originated in any of the Covered Countries or were not solely from
recycled or scrap sources. Furthermore, we have not identified any indicator or other risks that lead us to believe that any of the Conflict
Minerals in our products could be sourced from the Covered Countries, and we consider that it is reasonable to rely upon the representations
of our vendors.
Our
success in making determinations about the presence of Conflict Minerals in our products depends upon numerous factors, including the
respective due diligence efforts of our vendors and their supply chain as well as their willingness to provide requested information,
representations and certifications. Our inability to obtain reliable information from any party in our supply chain could have a material
impact on our ability to report on the presence of Conflict Minerals with accuracy. There can be no assurance that our vendors will continue
to cooperate with our information inquiries and requests for certifications or provide reliable and timely documentation or other evidence
that we require to enable us to make our own reasonable determinations.
Item
1.02 Exhibit
Not
required.
Section
2 – Resource Extraction Issuer Disclosure
Item
2.01 Resource Extraction Issuer Disclosure and Report
Not
applicable.
Section
3 – Exhibits
Item
3.01 Exhibits
Not
required.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the duly authorized undersigned.
|
STEVEN
MADDEN, LTD. |
Date:
May 18, 2023 |
|
|
By: |
/s/
Zine Mazouzi |
|
Name:
Zine Mazouzi |
|
Title:
Chief Financial Officer |
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