Iconix Brand Group, Inc. (NASDAQ:ICON) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02.

2017 Long-Term Incentive Plan

On March7, 2017 (the Grant Date), the Compensation Committee of
the Board of Directors (the Compensation Committee) of Iconix
Brand Group, Inc. (the Company) approved a new plan for long-term
incentive compensation (the 2017 LTIP) and granted equity awards
in the aggregate amount of 871,011 shares based on the closing
price of the Companys common stock on the Grant Date ($7.52 per
share) to certain employees, including its named executive
officers. With respect to each grantee, 33% of the award was in
the form of restricted stock units (RSUs) and 67% of such award
was in the form of target level performance stock units (PSUs).
The total PSUs listed below for issuance under the 2017 LTIP
assumes shares for PSUs are paid out at target level. The share
amounts granted to the Companys named executive officers on the
Grant Date are as follows:

Summary of Material Terms of the PSUs and RSUs

The material terms of the PSUs and RSUs are substantially similar
to those set forth in the 2016 LTIP, as previously disclosed by
the Company. Specifically, the RSUs for each of our named
executive officers vest one third annually on each of March30,
2018, 2019 and 2020.

As indicated above, the PSUs listed above represent the target
award share amount. The actual number of stock units that may be
earned range from 0%-200% of the number of Target PSUs listed
above. The PSUs vest based on performance metrics approved by the
Compensation Committee, which, for the performance period
commencing January1, 2017 and ending on December31, 2019, are
based on the Companys achievement of an aggregate adjusted
operating income performance target to be set forth in the
applicable award agreements, and continued employment through
December31, 2019.

If the Companys three-year cumulative total shareholder return
during the performance period is within the bottom quartile of
its competitive group using the compensation peer frame most
recently approved by the Compensation Committee, the maximum
number of shares that can be earned is 50% of target.

On a change in control within the first 18 months of the
performance period, the PSUs will convert into time-based vested
RSUs at the Target performance level. On a change in control
occurring within the second 18 months of the performance period,
the outstanding PSUs will convert to time based RSUs based on the
cumulative actual operating income performance versus the
original target performance, and prorated for the number of
completed months as of the date of such change of control.
Time-vested RSUs shall accelerate in the event of an involuntary
termination without cause within 18 months following a change of
control. If the awards are not assumed or substituted, the shares
vest immediately, using the same determination of performance as
described in the section regarding change of control in the
second 18 months of the performance period.

2017 Annual Incentive Plan

On March7, 2017, the Compensation Committee of the Company
approved Annual Incentive Plan (AIP) targets for cash bonuses to
employees in respect of 2017, including named executive officers.
For all named executive officers, the targets are based on
achievement of performance goals weighted as follows: 37.5%
Iconix non-GAAP net income, 37.5% Iconix revenue and 25% based on
performance objectives specific to the individual.

The base salaries and target/maximum percentage payouts in effect
for each of the named executive officers at the time of the AIP
are as follows:

About Iconix Brand Group, Inc. (NASDAQ:ICON)

Iconix Brand Group, Inc. is a brand management company. The Company owns a diversified portfolio of consumer brands across women’s, men’s, home and entertainment categories. The Company operates through five segments: men’s, women’s, home, entertainment and corporate. The Company’s brand portfolio includes brands, such as Candie’s, Bongo, Joe Boxer, Rampage, Mudd, London Fog, Mossimo, Ocean Pacific/OP, Danskin/Danskin Now, Rocawear/Roc Nation, Cannon, Royal Velvet, Fieldcrest, Charisma, Starter, Waverly, Ecko Unltd/Mark Ecko Cut & Sew, Zoo York, Umbro, Lee Cooper, Strawberry Shortcake and Artful Dodger, and interests in Material Girl, Peanuts, Ed Hardy, Truth or Dare, Modern Amusement, Buffalo, Nick Graham Hydraulic and PONY brands. It operates in various geographic regions, including the United States, Japan and Other (which principally represent Latin America and Europe).

Iconix Brand Group, Inc. (NASDAQ:ICON) Recent Trading Information

Iconix Brand Group, Inc. (NASDAQ:ICON) closed its last trading session down -0.20 at 7.22 with 961,428 shares trading hands.