UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.    )

SEQUENTIAL BRANDS GROUP, INC.

(Name of Registrant as Specified In Its Charter)

SEQUENTIAL BRANDS GROUP, INC.

601 West 26th Street, 9th Floor

New York, New York 10001

NOTICE OF SPECIALANNUAL MEETING OF STOCKHOLDERS

To Be Held Tuesday,  February 11,Friday, June 5, 2020

To the Stockholders of Sequential Brands Group, Inc.:

Please join us for a specialNotice is hereby given that the 2020 annual meeting of stockholders of Sequential Brands Group, Inc. (the “Company”) which will be held at 601 West 26th Street, 9th Floor, New York, New York 10001 on Tuesday,  February 11,Friday, June 5,  2020 at 3:10:00 p.m.a.m. Eastern Time, for the following purposes:

The Boardboard of Directorsdirectors has fixed the close of business on December 23, 2019April 9,  2020 as the record date for determination of stockholders entitled to notice of, and to vote at, the meeting and any of its adjournments or postponements.

You are cordially invited to attend the special2020 annual meeting of stockholders in person. However, you must be a stockholder of record at the close of business on December 23, 2019April 9,  2020 to vote at the meeting.

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the special2020 annual meeting of stockholders, on February 11, 2020, we strongly encourage you to vote. Please vote as soon as possible, even if you plan to attend the special2020 annual meeting of stockholders in person.

Date These Proxy Materials Are First Being Made Available On the Internet: On or about January 7,April 24,  2020.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 5,  2020

The notice of Annual Meeting, the proxy statement and our Annual Report on Form 10‑K for the fiscal year ended December 31, 2019 are available on our website at http://www.sequentialbrandsgroup.com. Additionally, in accordance with Securities and Exchange Commission rules, you may access our proxy materials at www.investorvote.com/SQBG.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIALANNUAL MEETING OF STOCKHOLDERS, WE URGE YOU TO VOTE. THE SPECIALANNUAL MEETING OF STOCKHOLDERS WILL BE HELD ON FEBRUARY 11,JUNE 5, 2020.

TABLE OF CONTENTS

SEQUENTIAL BRANDS GROUP, INC.

601 West 26th Street, 9th Floor

New York, New York 10001

PROXY STATEMENT FOR SPECIALANNUAL MEETING OF STOCKHOLDERS

To Be Held Tuesday,  February 11,Friday, June 5, 2020

GENERAL INFORMATION AND VOTING RIGHTS

This proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies by the board of directors of Sequential Brands Group, Inc. (the “Board of Directors”), a Delaware corporation (the “Company”), for use at our specialthe 2020 annual meeting of stockholders (the “Special“Annual Meeting”) to be held at 601 West 26th Street, 9th Floor, New York, New York 10001 on Tuesday,  February 11,Friday, June 5, 2020 at 3:10:00 p.m.a.m. Eastern Time, and any adjournments or postponements thereof. We anticipate that the Notice of Internet Availability of Proxy StatementMaterials will first be mailed or given to our stockholders and the proxy materials will first be made available on the internet on or about JanuaryApril 24,  2020.

The Company has chosen to follow the “notice only” option for stockholders, which requires that only a Notice of Internet Availability of Proxy Materials be mailed to stockholders. Stockholders who receive the Notice of Internet Availability of Proxy Materials and wish to receive hard copies of the proxy materials may receive such copies by making a request on-line at www.investorvote.com/SQBG.

The Company was formed in June 2015 in connection with a strategic combination resulting in our predecessors, Sequential Brands Group, Inc. (“Old Sequential”) and Martha Stewart Living Omnimedia, Inc. (“MSLO”), becoming our wholly-owned subsidiaries (the “Mergers”).  Old Sequential was incorporated under the laws of the State of Delaware in 1982 as People’s Liberation, Inc. and changed its name to Sequential Brands Group, Inc. in 2012.  Old Sequential's common stock began trading on the Nasdaq Capital Market (“Nasdaq”) under the ticker “SQBG” on September 24, 2013, and the Company succeeded to Old Sequential’s listing on December 7, 2020.2015.  On June 10, 2019, the Company completed the sale of MSLO, a Delaware corporation and a wholly-owned subsidiary of the Company. 

Your vote is important. If your shares are registered in your name, you are a stockholder of record. We encourage you to vote as soon as possible so that your shares will be represented and voted at the SpecialAnnual Meeting even if you cannot attend.

You have three options for submitting your vote prior to the date of the SpecialAnnual Meeting: internet, telephone or mail:

If your shares are held in an account at a brokerage firm, bank, dealer or other similar organization or other nominees, then you are the beneficial owner of the shares and your shares are held in “street name.” If you are a beneficial owner whose shares are held of record by a broker (i.e., your shares are held in street name), and do not provide voting instructions to your broker, bank or other custodian, your broker, bank or other custodian may only vote your shares on “routine” matters. The only routine matter to be voted on at the Annual Meeting is the ratification of our independent registered public accounting firm for the fiscal year ending December 31, 2020 (Proposal No. 2). Your broker does not have authority to vote on non-routine matters without instructions from you, in which case a “broker non-vote” will occur and your shares will not be voted on these matters. Non-routine matters include the election of directors (Proposal No. 1),  the say-on-pay vote (Proposal No. 3) and the approval of an amendment to the 2013 Stock Incentive Plan to increase the number of authorized shares for issuance thereunder by 2,500,000 shares (Proposal No. 4). Because brokers require their customers’

direction to vote on non-routine matters, it is critical that the stockholders provide their brokers with voting instructions with respect to the proposals involving non-routine matters.matters (Proposal No. 1,  Proposal No. 3 and Proposal No. 4). If your shares are held in street name, the organization holding your account is considered the stockholder of record for purposes of voting at the SpecialAnnual Meeting and you must obtain a proxy, executed in your favor, from such organization in order to be able to vote at the SpecialAnnual Meeting. If you are a beneficial owner, you should follow the voting instructions provided to you by your brokerage firm, bank, dealer or other similar organization or other custodian.

If you are a stockholder of record, you may revoke your proxy at any time before the SpecialAnnual Meeting either by filing with the Secretary of the Company at our principal offices a written notice of revocation or a duly executed proxy bearing a later date or by attending the SpecialAnnual Meeting and voting your shares in person. If you hold your shares in street name, you may change your vote by submitting new voting instructions to your broker, bank or other custodian. You must contact your broker, bank or other custodian to find out how to do so. All shares entitled to vote and represented by properly executed proxies received prior to the SpecialAnnual Meeting, and not revoked, will be voted at the SpecialAnnual Meeting in accordance

instructions on your voting instruction form. For your vote to be nocounted, you must submit your voting instructions to your broker, non-votes with respect to this proposal.bank or custodian. Abstentions will be counted as present for the purposes of this vote and, therefore, will have the same effect as a vote against the reverse stock splitthis proposal. Broker non-votes if any, will not be counted as present and are not entitled to vote on this proposal.

Approval of an Amendment to the reverse2013 Stock Incentive Plan:  Approval of the amendment to the 2013 Stock Incentive Plan requires the affirmative vote of the majority of the shares of common stock splitpresent in person or represented by proxy and entitled to vote at the Annual Meeting. If you are a beneficial owner, note that your broker, bank or other custodian cannot vote your stock on your behalf on the approval of the amendment to the 2013 Stock Incentive Plan if you have not provided instructions on your voting instruction form.  Abstentions will be counted as present for the purposes of this vote and, therefore, will have the same effect as a vote against this proposal. Broker non-votes will not be counted as present and are not entitled to vote on this proposal.

If you hold your shares directly in your own name, your shares will not be voted if you do not vote them or provide a proxy. If you hold your shares directly in your own name and you sign and return your proxy card (including over the internet or by telephone) but do not include voting instructions, your proxy will be voted as the Board of Directors recommends with respect to each of the proposals.director nominees and on each other proposal.

SPECIALANNUAL MEETING ADMISSION

Only stockholders and certain other permitted attendees may attend the SpecialAnnual Meeting. If you plan to attend the SpecialAnnual Meeting in person, we ask that you also complete and return the reservation form attached to the end of the Proxy Statement. Please note that the Company limits attendance to stockholders and one guest. Each stockholder may appoint only one proxy holder or representative to attend the meeting on his or her behalf. Proof of your ownership of the Company’s stock as of the record date, along with photo identification, will be required for admission. The street name holders will need to bring a copy of a brokerage statement reflecting their stock ownership as of the record date. No cameras, recording equipment, electronic devices, use of cell phones or other mobile devices, large bags or packages will be permitted at the SpecialAnnual Meeting.

that address. This practice, known as “householding,” reduces duplicate mailings, thus saving printing and postage costs as well as natural resources. Each stockholder retains a separate right to vote on all matters presented at the SpecialAnnual Meeting. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you wish to receive promptly a separate copy of the 2019 Annual Report or other proxy materials, free of charge, or if you wish to receive separate copies of future annual reports or proxy materials, please mail your request to Sequential Brands Group, Inc., 601 West 26th Street, 9th Floor, New York, New York 10001, attention: Investor Relations, or call us at (646) 564‑2577.

STOCKHOLDER LIST

For at least 10 days prior to the Special Meeting, a list of stockholders entitled to vote at the Special Meeting, arranged in alphabetical order, showing the address of and number of shares registered in the name of each stockholder, will be open for examination by any stockholder, for any purpose related to the Special Meeting, during ordinary business hours at our principal executive offices. The list will also be available for examination at the Special Meeting.

VOTING RESULTS OF THE SPECIALANNUAL MEETING

Voting results will be published in a Current Report on Form 8‑K issued by us within four business days following the SpecialAnnual Meeting and will be reported on our website at www.sequentialbrandsgroup.com.

PROPOSAL NO. 1

ELECTION OF DIRECTORSTO APPROVE AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT

GeneralOur Board of Directors is divided into three classes designated Class I, Class II and Class III. Directors hold office for staggered terms of three years. One of the three classes is elected each year to succeed the directors whose terms are expiring.

David Conn, William Sweedler and Martha Stewart serve as the Class I directors, Rodney S. Cohen, Stewart Leonard, Jr. and Gary Johnson serve as the Class II directors, and Al Gossett and Aaron Hollander serve as the Class III directors. The Class I, Class II and Class III directors serve terms that expire in 2021, 2022 and 2020, respectively.

The Board of Directors is askinghas nominated Al Gossett and Aaron Hollander for re-election at the Annual Meeting to serve as the Class III directors. If re-elected at the Annual Meeting, Mr. Gossett and Mr. Hollander will serve until the annual meeting of stockholders to approvebe held in 2023 or until their respective successors have been duly elected and qualified or until they otherwise cease to serve as directors.

Unless otherwise instructed, the proxy holders will vote the proxies received by them for the nominees named above. If any nominee is unable or unwilling to serve as a director at the time of the Annual Meeting, the proxies will be voted for such other nominee(s) as shall be designated by the then current Board of Directors to fill any vacancy or the Board of Directors may decrease the size of the Board. We have no reason to believe that the nominees will be unable or unwilling to serve if elected as directors.

The principal occupation and certain other information about the nominees and our directors and executive officers are set forth on the following pages.

Directors and Executive Officers

The following table sets forth certain information with respect to the nominees and the directors and executive officers of the Company as of April 9, 2020. The nominees are currently directors of the Company.

Committee Membership

Board of Directors and Nominees

David Conn was appointed Director and Chief Executive Officer on January 6, 2020. Mr. Conn brings with him over 25 years of experience and vast knowledge in brand management and marketing. From 2017 to 2019, he served as CEO of ThreeSixty Brands, a leading provider of branded consumer products to the nation’s largest retailers, where he played a significant role in acquiring and relaunching the iconic FAO Schwarz and Sharper Image brands. Mr. Conn leveraged his broad expertise to develop a go-to-market strategy for the FAO Schwarz brand that featured scaled distribution with major retailers and a direct-to-consumer rollout including an amendmentexperiential, award winning, FAO Schwarz NYC flagship store, and an e-commerce platform. From 2013 to 2015, he served as CEO and board member of True Religion, a global lifestyle brand with over 2000 employees and 180 retail stores. While there, he led the development and rollout of an innovative new retail concept and omni-channel platform. Before joining True Religion, Conn served as President of

VF Corporation’s newly formed retail licensed brands division from 2009 to 2013 and led VF’s acquisition of premium denim brand Rock & Republic. From 2004 to 2008, he served as Executive Vice President of Iconix Brand Group, where he joined at the Company’s inception and oversaw it during a period of significant growth. A graduate of Boston University, Mr. Conn served in various roles early in his career at BMG Columbia House and Candie’s Inc.

William Sweedler joined the Board of Directors as Chairman on February 22, 2012 in connection with our financing transaction with TCP WR Acquisition, LLC. Mr. Sweedler is presently Co-Founder and Managing Partner of Tengram Capital Partners, a private equity firm focused on investments in the consumer and retail sectors, which Mr. Sweedler co-founded in 2011. In addition, Mr. Sweedler is the founder, Chairman and Chief Executive Officer of Windsong Brands, a diversified brand development and investment company that specialized in the acquisition, growth, licensing, and comprehensive management of consumer branded intellectual property and businesses. Mr.  Sweedler is currently a director at the following privately held companies: High Ridge Brands, Tone it Up, Zanella and Tommie Copper, as well as a director of Centric Brands Inc., a publicly traded company. Prior to founding Windsong Brands, he was President and Chief Executive Officer of Joe Boxer, a wholly-owned division of the Iconix Brand Group (Nasdaq: ICON) of which he was also an Executive Vice President and Director. Mr. Sweedler has a B.S. in Finance and Investments from Babson College. With over 25 years of experience in the consumer sector as an operator and strategic investor, Mr. Sweedler brings strategic vision and guidance to our Amended and Restated Certificate of Incorporation (“Certificate of Amendment”) to effect a reverse stock splitcompany as Chairman of our issuedBoard of Directors.

Martha Stewart joined the Board of Directors on December 4, 2015 in connection with the MSLO merger and outstandingwas selected to become a director because of her extensive entrepreneurial and media experience and her unique insight into operations and creative vision. Since June 2019, Ms. Stewart has been the Chief Creative Officer of Marquee Brands, a privately held entity of Neuberger Berman, a global asset manager. Ms. Stewart also serves on the Board of Directors of Hudson River Park Friends and is an advisor to Canopy Growth Corporation. Previously, Ms. Stewart was Chief Creative Officer of Sequential through the sale of MSLO to Marquee Brands in June 2019.  Prior to joining Sequential, Ms. Stewart was Founder, Chief Creative Officer and Non-Executive Chairman of the board of directors of Martha Stewart Living Omnimedia, Inc., which she founded in 1996 and sold to Sequential on December 4, 2015. Ms. Stewart was the Chairman of the board of directors of MSLO from 1996 through June 2003, when she resigned as a director. She also served as Chief Executive Officer from 1996 until 2003. Ms. Stewart is an Emmy Award winning television show host, entrepreneur and bestselling author and is a trusted lifestyle expert and teacher. Ms. Stewart earned a bachelor’s degree in European history and architectural history from Barnard College.

Rodney S. Cohen joined the Board of Directors on August 15, 2014 in connection with the Company’s acquisition of Galaxy Brand Holdings, Inc. and was selected to become a director because of his knowledge and experience in managing and developing brands and his two decades of private equity investing, operational restructuring and legal advisory work in a variety of sectors including commodities, natural resources, media, consumer, financial services, security and industrials. Mr. Cohen is currently the Head of Private Equity at Black Diamond Capital Management,  a privately held alternative asset management firm.  Prior to that from 2010 through 2020, Mr. Cohen was the Managing Director of The Carlyle Group and Co-Head of Carlyle Growth Partners and Carlyle Equity Opportunity Funds,  which represent the U.S. smaller and middle market buyout activities of The Carlyle Group in North America. From 1996 through 2010, Mr. Cohen was Co-Managing Partner at Pegasus Capital Advisors, a middle-market investment firm. From 1993 to 1996, he consulted and managed several diverse business ventures. Prior to that, Mr. Cohen practiced law with Anderson Kill Olick and Oshinsky P.C. He serves as a trustee and executive committee member of the Randall’s Island Sports Foundation, on the Franklin and Marshall Leadership Council and as a board member of the After School All Stars. Mr. Cohen earned his J.D. from Columbia Law School where he was a Harlan Fiske Stone Scholar and his B.A. from Franklin and Marshall College.

Stewart Leonard, Jr. joined the Board of Directors on May 1, 2013 and was selected to become a director because of his experience in the retail industry and his unique financial, operational and strategic expertise in matters facing corporations, including brand management, business development and governance. Mr. Leonard, Jr. is currently President and Chief Executive Officer of Stew Leonard’s, a unique family-owned and operated, farm-fresh food store. Mr. Leonard, Jr. became President and Chief Executive Officer of Stew Leonard’s in 1991 and during his tenure Stew Leonard’s has grown to include seven supersized food stores and individual members of the Leonard family additionally operate ten stores in the tri-state area. The food stores are among the nation’s best performing per square foot, generating approximately $475 million in annual sales. The company also employs more than 3,000 team members and has been one

of Fortune Magazine’s “100 Best Companies to Work For” ten years in a row. Mr. Leonard serves on non-profit boards for the Stew Leonard III Children’s Charities and the Global Foundation for Eating Disorders. Mr. Leonard, Jr. earned a B.S. degree from Ithaca College and received an MBA from UCLA.

Gary Johnson joined the Board of Directors on May 1, 2013 and was selected to become a director because of his experience in both public and private equity owned companies in the financial services and direct marketing industries. From 1999 through 2019, Mr. Johnson served as Chairman of the board of directors of CAN Capital, a 20‑year old financial services company that has funded over 100,000 small retail businesses with approximately $8 billion of capital. Prior to joining CAN Capital, from 1989 through 2012, Mr. Johnson served as Chairman and Chief Executive Officer of Vertrue Inc., one the nation’s leading consumer marketing companies which was listed on Nasdaq from 1997 to 2007. Mr. Johnson earned a B.S. degree in civil engineering from Tufts University and received an MBA from Harvard Business School.

Al Gossett is a nominee for election at the Annual Meeting. He joined the Board of Directors on December 14, 2011 in connection with the restructuring of the ownership of our William Rast branded apparel business and was selected to become a director of the Company because of his experience in managing brands. Mr. Gossett is President and Chief Executive Officer of Gossett Automotive Group, which he founded in 1988. Gossett Automotive Group consists of 15 automotive dealerships located in Memphis, TN and is one of the largest privately owned automotive groups in the Mid-South Region. The various brands under his umbrella include two Volkswagen, two Kia, two Hyundai, Porsche, Audi, Chrysler, Jeep, Dodge, Ram, Mazda, Mitsubishi and FIAT. Mr. Gossett began his career in the automotive industry in 1975 and acquired his first franchise in 1988. During the course of his career, Mr. Gossett has chaired or served on a number of district, regional and national dealer boards within the industry, including Chrysler Financial, Volkswagen Financial, Capital One Bank, Chrysler, Jeep, Dodge, Volkswagen, Suzuki and the American International Automobile Dealers Association. He has received numerous awards for his accomplishments within the automotive industry. Mr. Gossett serves as the managing partner of JALP Clothing, LLC, a wholesale business engaged in the global distribution of apparel. Beginning in June 2009, Mr. Gossett has served on the board of directors of Landmark Community Bank which is located in Memphis and Nashville, Tennessee. An avid sports enthusiast, Mr. Gossett is in the ownership group of the Memphis Grizzlies, a NBA team located in Memphis, TN. He is active in charities supporting children in various capacities, and has been a strong supporter and advocate of St. Jude’s Children’s Research Hospital, Le Bonheur Children’s Hospital and Make-A-Wish, all located in Memphis, as well as many other causes and charities nationwide. Mr. Gossett attended Northwestern University. Mr. Gossett brings his brand management expertise to our company as a member of our Board of Directors.

Aaron Hollander is a nominee for election at the Annual Meeting. He joined the Board of Directors on September 11, 2013 and was selected to become a director of the Company because of his governance, financial reporting, accounting and risk management expertise gained through his service as the Chief Executive Officer of several corporations throughout his tenure, as well as his finance and accounting background. Mr. Hollander currently serves as, Chairman, Chief Executive Officer and President of First Aviation Services Inc., a leading worldwide provider of maintenance, repair and overhaul services to the aerospace industry, a position he has held since 2007. Mr. Hollander is also a Principal at First Equity Group, which he co-founded in 1985, advising the aerospace and defense industries on significant transactions impacting those sectors. From December 2001 to July 2009, Mr. Hollander served as the Chief Executive Officer of Skip Barber Racing School LLC and, from 1993 until February 2012, served as Chairman and the Chief Executive Officer of Imtek, LLC, an agency that provides direct marketing, printing, fulfillment, and location intelligence services to clients across a variety of industries. Prior to co-founding First Equity Group, Mr. Hollander worked for the Boston Consulting Group, and as a CPA and CMA with Arthur Young & Company (now Ernst & Young). Mr. Hollander received his B.S. in Economics from the Wharton School, University of Pennsylvania and earned an MBA with distinction from Harvard Business School.  Mr. Hollander brings his governance, financial reporting, accounting and risk management expertise to our company as a member of our Board of Directors.

Other Executive Officers

Chad Wagenheim has served as our President since October 7, 2019 and also acted as the principal executive officer of the Company from October 7, 2019 through Mr. Conn’s appointment in January 2020.  Mr. Wagenheim has been employed by the Company since November 2014 previously serving as Executive Vice President Strategic Development and Operations.  Mr. Wagenheim has over 15 years of executive level business, finance and operations experience with well-known consumer brands, ranging from launching high-profile early stage start-ups to growing larger scale public companies across the licensing, retail, wholesale, home, beauty, fashion, media, and Internet industries.  Prior to Sequential, Mr. Wagenheim was SVP Finance & Operations for Aerin Lauder's luxury lifestyle brand - AERIN where he established and implemented its strategic & financial business plans, successfully executed the brand's launch (Fall 2012), and drove key initiatives across the company's licensing, wholesale, ecommerce, and retail brick & mortar platforms - with categories focused in the Beauty, Fashion Accessories, and Home Furnishings market segments.  Previously Mr. Wagenheim held a similar role in leading all financial and licensing efforts for MSLO’s Retail Merchandising Division.  During his nearly 10 years with MSLO, the company successfully diversified the brand's licensing portfolio through a combination of organic growth and new acquisitions, which ultimately lead to the company growing its distribution to over 20,000 doors worldwide and achieving annual retail sales of over $1 billion.  Earlier in his career, Mr. Wagenheim held various finance and business management related positions with LivePerson Inc., Prudential Financial, and the United States Department of Defense. Mr. Wagenheim holds a B.S. in Accounting from Monmouth University.

Daniel Hanbridge has served as our Senior Vice President and Interim Chief Financial Officer since January 6, 2020 and has been employed with the Company since February 2017 previously serving as VP, Finance.  Mr. Hanbridge is a CPA with over 20 years of experience in finance. Prior to joining the Company,  Mr. Hanbridge served as VP, Controller of AdvantageCare Physicians, one of the largest primary and specialty care practices in the New York metropolitan area, from 2013 to 2016. There he was responsible for the monthly financial close, entity-wide budgeting and forecasting for 50+ departments, supporting the annual external audit, and overall entity-wide financial reporting and analysis. Prior to AdvantageCare Physicians, Mr. Hanbridge was VP, Head of Technical Accounting and SEC Reporting for Cowen Group, Inc. where he prepared and reviewed the Company’s filings and various other financial reporting activities.  Earlier in his career, Mr. Hanbridge was a Senior Accountant, Financial Reporting for L-3 Communications and a Supervisory Senior Associate in the Consumer Products Division at KPMG LLP. Mr. Hanbridge holds a B.S. in Accounting from Lehigh University.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT

CORPORATE GOVERNANCE

Meetings and Committees

The Board of Directors held fourteen meetings during 2019. Each current director, while serving as a director, attended at least 75% of all the meetings of the Board of Directors and the committees on which such director served. While we have not established a policy with respect to members of the Board of Directors attending annual meetings, directors are generally expected to be in attendance at the annual meeting of stockholders. Our 2019 annual meeting of stockholders was attended in person or telephonically by six directors.

Our shares of common stock atare listed on the Nasdaq Capital Market (“Nasdaq”) and are subject to the Nasdaq listing standards that require us to have a ratiomajority of 1 share-for-10 shares up toour Board of Directors comprised of independent directors and separate committees comprised of independent directors. The Nasdaq definition of independent director includes a ratioseries of 1 share-for-40 shares, to be determinedobjective tests, and also requires a subjective review by the Board of Directors.

Pursuant to Nasdaq’s objective tests and the Board of Directors’ subjective review, the Board of Directors has affirmatively determined that five of our eight current directors, Messrs. Cohen, Gossett, Hollander, Johnson and Leonard, Jr., are “independent” as that term is defined in Rule 5605(a)(2) of the Nasdaq Stock Market’s Listing Rules. In assessing independence, the Board of Directors considered, among other things, the relationships and transactions described under “Certain Relationships and Related Transactions”. Mr. Sweedler does not meet the independence requirements of Rule 5605(a)(2) of the Nasdaq Stock Market’s Listing Rules because he is a managing member of Tengram Capital Associates (“TCA”), an entity affiliated with Tengram Capital Partners, L.P. (“TCP”), to which the Company made payments of  $2.7 million in 2019 (see “Certain Relationships and Related Transactions — Reportable Related Party Transactions” for further information). Mr. Conn is our Chief Executive Officer and Ms. Stewart was employed by the Company as the Company’s former Chief Creative Officer within the last three years.  

The Board of Directors has established a separately designated audit committee (the “Audit Committee”), compensation committee (the “Compensation Committee”) and nominating and governance committee (the “Governance Committee”) of the Board of Directors. Our Board of Directors may also establish special committees from time to time to perform specifically delegated functions. The Board of Directors has adopted written charters that govern the conduct and responsibilities of each of the Audit Committee, Compensation Committee and Governance Committee, copies of which may be found on our website at www.sequentialbrandsgroup.com in the section titled “Corporate Governance”. You may also request printed copies of the charters by sending written request to the Secretary at the address set forth on the cover of this Proxy Statement.

Audit Committee.   Our Audit Committee held six meetings during 2019, and separately acted by unanimous written consent on one occasion. The Audit Committee is chaired by Mr. Hollander, and includes Mr. Gossett and Mr. Leonard, Jr., all of whom qualify as “independent” directors within the meaning of Rule 5605(a)(2) of the Nasdaq Stock Market’s Listing Rules and Rule 10A‑3(b)(1) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Board of Directors has determined that Mr. Hollander qualifies as an audit committee “financial expert” within the meaning of the rules and regulations of the SEC and that each of our other Audit Committee members is able to read and understand fundamental financial statements and has substantial business experience that results in that member’s financial sophistication. Among other responsibilities, the Audit Committee reviews the scope and results of quarterly reviews and the year-end audit with management and the independent auditors, reviews and discusses the adequacy of our internal controls, and recommends to the Board of Directors selection of independent auditors for the coming year. The Audit Committee operates under a written charter, which was adopted by the Board of Directors and is available on our website www.sequentialbrandsgroup.com in the section titled “Corporate Governance”.

Compensation Committee.   Our Compensation Committee held nine meetings during 2019, and separately acted by unanimous written consent on one occasion. The Compensation Committee is chaired by Mr. Johnson, and includes Mr. Hollander and Mr. Gossett, each of whom qualify as “independent” directors within the meaning of Rule 5605(a)(2) of the Nasdaq Stock Market’s Listing Rules, including the enhanced independence requirements applicable to members of compensation committees. The Compensation Committee is primarily responsible for determining the compensation of directors and executive officers and administering our equity compensation plans. In connection with its deliberations, the

Compensation Committee considers the views of the management with respect to appropriate compensation levels of officers and directors and may engage compensation experts to provide independent advice regarding market trends and other competitive considerations. The Compensation Committee did not engage any third party consultants during the year ended December 31, 2019. The Compensation Committee operates under a written charter, which was adopted by the Board of Directors and is available on our website www.sequentialbrandsgroup.com in the section titled “Corporate Governance”. The Compensation Committee has the authority to delegate its responsibilities listed in the Compensation Committee charter to subcommittees comprised of one or more members of the Compensation Committee, or to the Company’s Chief Executive Officer with respect to the grants of equity awards to any of our officers other than officers subject to Section 16 of the Securities Exchange Act of 1934, if the Compensation Committee determines such delegation would be in the best interest of the Company.

Governance Committee.   Our Governance Committee acted by unanimous written consent on one occasion. Our Governance Committee includes Mr. Gossett, Mr. Johnson and Mr. Leonard, Jr., all of whom qualify as “independent” directors within the meaning of Rule 5605(a)(2) of the Nasdaq Stock Market’s Listing Rules. The Governance Committee reviews and makes recommendations regarding the functioning of the Board of Directors as an entity, assists the Board of Directors in defining and assessing qualifications for membership on the Board of Directors, identifies and recommends qualified individuals to serve as members of the Board of Directors and recommends corporate governance principles applicable to the Company. The Governance Committee operates under a written charter, which was adopted by the Board of Directors and is available on our website www.sequentialbrandsgroup.com in the section titled “Corporate Governance.”

Director Nominations

The Governance Committee reviews persons who are candidates for election to our Board of Directors and effected within six monthsmakes a recommendation with respect to such candidates to our Board of Directors. Our full Board of Directors, then reviews those members of the date the proposal is approved by stockholders.  The  CertificateBoard of Amendment is attachedDirectors who are candidates for election to this proxy statement in Annex A. 

If stockholders approve this proposal, our Board of Directors and makes the final determination regarding whether to nominate a candidate to the Board of Directors for election for the next term. The Governance Committee’s methods for identifying candidates for election to the Board of Directors (other than those proposed by our stockholders, as discussed below, and other than candidates that we are contractually obligated to nominate pursuant to written agreements) include the solicitation of ideas for possible candidates from a number of sources, including existing members of the Board of Directors, our executive officers, individuals personally known to the members of the Board of Directors and other research. We may also from time to time retain one or more third-party search firms to identify suitable candidates.

In carrying out its function to nominate candidates for election to our Board of Directors, upon recommendation from our Governance Committee, our Board of Directors considers the mix of skills, experience, character, commitment and diversity of background, all in the context of the requirements of our Board of Directors at that point in time. Our Board of Directors believes that each candidate should be an individual who has demonstrated integrity and ethics in such candidate’s personal and professional life, has an understanding of elements relevant to the success of a publicly-traded company and has established a record of professional accomplishment in such candidate’s chosen field. Each candidate should be prepared to participate fully in our Board of Directors’ activities, including attendance at and active participation in meetings of our Board of Directors, and not have other personal or professional commitments that would, in our Board of Directors’ judgment, interfere with or limit such candidate’s ability to do so. Our Board of Directors has no stated specific minimum qualifications that must be met by a candidate for a position on our Board of Directors.

Our Governance Committee and Board of Directors will fileconsider nominees recommended by stockholders. For a stockholder recommendation to be considered by our Governance Committee and Board of Directors as a potential candidate at an annual meeting, the Certificaterecommendation must be received on or before the deadline for receipt of Amendmentstockholder proposals to be included in our proxy statement for such meeting. The recommendation should be addressed to our Secretary at c/o Sequential Brands Group, Inc., 601 West 26th Street, 9th Floor, New York, New York 10001. If a stockholder decides to nominate a candidate for director and solicits proxies for such candidate, the stockholder will need to follow the rules set forth by the SEC and in our amended and restated bylaws (the “Bylaws”) as they pertain to director nominations. A stockholder of the Company may nominate one or more persons for election as a director at an annual meeting of stockholders if the stockholder complies with the notice, information and consent provisions contained in the

Bylaws, including the notice deadlines, which are discussed under “2021 Stockholder Proposals”. In addition, the notice must be made in writing and set forth as to each proposed nominee who is not an incumbent director (i) their name, age, business address and, if known, residence address, (ii) their principal occupation or employment, (iii) the class and number of shares of the Company’s stock owned beneficially and of record by such person and (iv) any other information concerning the nominee that must be disclosed respecting nominees in proxy solicitations pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 14a‑11 thereunder, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected.

Based on the foregoing and the Company’s obligations pursuant to the Amended and Restated CertificateStockholders Agreement, dated as of IncorporationMarch 27, 2013, by and between the Company and TCP WR Acquisition, LLC (“TCP WR”), which provides TCP WR with the Delaware Secretaryright to nominate a number of Statenominees for director such that the number of directors that will be serving on the Board of Directors (determined immediately following the election of directors and effectassuming that the Reverse Stock Split ifdirector nominees designated by TCP WR are elected to the Board of Directors) that have been appointed or nominated by TCP WR equals three, the Board of Directors, upon the recommendation of the Governance Committee, nominated Al Gossett and Aaron Hollander for re-election as Class III members of the Board of Directors, subject to stockholder approval, for a three-year term ending on or around the date of the 2023 annual meeting of stockholders.

Board Leadership Structure

In connection with the closing of our financing transaction with TCP WR in February 2012, Mr. Sweedler was appointed Chairman of our Board of Directors deems it necessaryDirectors. In January 2020, Mr. Conn became our Chief Executive Officer, Secretary and a director. Additional information about Mr. Conn’s appointment can be found in the best interests of the Companyour Compensation Discussion and its stockholders.

All stockholders will be reduced proportionately if the Reverse Stock Split is effected and hold the same percentage of common stock outstanding as they did prior to the split, except for any adjustments due to the treatment of fractional shares as describedAnalysis below.

Reasons for Reverse Stock Split

The Board of Directors believes that a reverse stock split may be necessary in orderits current leadership structure best serves the objectives of the Board of Directors’ oversight of management, the ability of the Board of Directors to maintaincarry out its roles and responsibilities on behalf of the continued listingstockholders and our overall corporate governance. The Board of Directors also believes that the current separation of the Chairman and Chief Executive Officer roles allows the Chief Executive Officer to focus his time and energy on operating and managing our business and leverages the experience and perspectives of our common stockChairman, who has a deep knowledge of the consumer industry and significant experience in managing and developing brands. The Board of Directors, however, periodically reviews the leadership structure and may make changes in the future.

Diversity

The Board of Directors does not have a formal policy with respect to director nominee diversity. In selecting nominees to the Board of Directors, the Board of Directors is committed to building and maintaining an ideal mix of talent and experience to achieve our business objectives in the current environment, and the Board of Directors assess the effectiveness of this process when reviewing the composition of the Board of Directors each year. In particular, the Board of Directors considers expertise, depth of knowledge in key areas that are important to us and diversity of thought, background, perspective and experience so as to facilitate robust debate and broad thinking on strategies and tactics pursued by us. The Board of Directors believes this diversity is demonstrated in the range of experiences, qualifications and skills of the current members of the Board of Directors.

Communications with the Board of Directors

You may communicate with our Board of Directors, or with any individual director, by sending communications via email to boardofdirectors@sbg-ny.com or by telephoning the Secretary at the Company’s principal executive offices, who will then relay the communications to the Board of Directors.

Communications are relayed to the Board of Directors, or to any individual director, depending on the Nasdaq Capital Market.  

Stock Exchange Requirements

As previously disclosed on June 5, 2019,facts and circumstances described in the Company received a letter fromcommunication. In that regard, the Nasdaq Stock Market (“Nasdaq”) notifying the CompanyBoard of Directors has requested that it is not in compliance with Nasdaq’s requirement to maintain a minimum closing bid price of $1.00 per share, as set forth in Nasdaq Listing Rule 5550(a)(2), because for a period of 30 consecutive business days the bid price of our common stock has not closed at or above the minimum of $1.00 per share.    The letter statedcertain items that pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company would be provided 180 calendar days, or until December 2, 2019, to regain compliance with Nasdaq Listing Rule 5550(a)(2). 

On December 3, 2019, the Company received a letter that the Company has not regained compliance with the $1.00 minimum bid price requirement.  However, Nasdaq staff has determined that the Company is eligible for an additional 180 calendar days, or until June 1, 2020, to regain compliance.  The determination was based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing standards for The Nasdaq Capital Market, except for the minimum bid price requirement, and the Company’s intention to cure the deficiency.  The Company has provided Nasdaq written notice of its intention to cure the deficiency by effecting a reverse stock split, if necessary.  Any such reverse stock split would require, among other things, approval from our stockholders.  In order to regain compliance, the closing bid price of our common stock must be at least $1.00 per share for a minimum of 10 consecutive business days during the additional time period.  During the additional time period, and subject to compliance with the Nasdaq’s other continued listing standards, our common stock will continue to be listed on Nasdaq.  However, if it appears to Nasdaq staff that the Company will not be able to cure the deficiency during the second compliance period by June 1, 2020, then Nasdaq would provide noticeare unrelated to the Companyduties and responsibilities of the Board of Directors be excluded, including junk mail and mass mailings, product complaints, product inquiries, new product suggestions, resumes and other forms of job inquiries, surveys and business solicitations or advertisements. In addition, material that our common stock will be subject to delisting.  Upon receipt of such notice, the Company may appeal the delisting determination to a Nasdaq Hearings Panel.

is unduly hostile, threatening, illegal or

Criteriasimilarly unsuitable will not be relayed, with the provision that any communication that is not relayed will be made available to be Used for Determining the Ratioany director upon such director’s request.

The ratioAny interested party, including any employee, may make confidential, anonymous submissions regarding questionable accounting or auditing matters or internal accounting controls and may communicate directly with the Chairman by letter to 601 West 26th Street, 9th Floor, New York, New York 10001, marked for the attention of the Reverse Stock Split, if approvedChairman, as applicable.

Board Oversight of Risk Management

Our Board of Directors, as a whole and implemented, will bealso at the committee level, is responsible for overseeing risk management. A fundamental part of risk management is not only understanding the risks we face and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company. The involvement of our Board of Directors in setting our business strategy is a ratiokey part of 1 share-for-10 shares upour assessment of risk management, including with respect to a ratiocybersecurity risks, and the determination of 1 share-for-40 shares,what constitutes an appropriate level of risk for the Company. Members of our Board of Directors discuss with management our major risk exposures, including with respect to be determinedthe Company’s credit, liquidity, proposed acquisitions and operations as well as other risks associated with the Company’s business, their potential impact on the Company and the steps taken by ourmanagement to manage these risks. The Compensation Committee is responsible for overseeing the management of risks relating to the Company’s executive compensation plans and arrangements as well as the Company’s benefit plans. The Audit Committee oversees management of financial risks and potential conflicts of interest with related parties. The Governance Committee oversees risks associated with the independence of the Board of Directors. In determining the ratio,addition, our Board of Directors and its committees may retain, on such terms as they determine in their sole discretion, independent legal, financial and other consultants and advisors to advise and assist them in fulfilling their oversight responsibilities.

Code of Ethics and Business Conduct

We have adopted a written code of ethical conduct (the “Code of Ethics”) applicable to all members of the Board of Directors consideredand to all of our employees and executive officers, including our Chief Executive Officer and Chief Financial Officer. The Code of Ethics constitutes a “code of ethics” as defined by applicable SEC rules and a “code of conduct” as defined by applicable Nasdaq Stock Market’s Listing Rules. Our Code of Ethics is also made available on our website located at www.sequentialbrandsgroup.com in the following factors:section titled “Corporate Governance.” You may also request a copy of the Code of Ethics by writing or calling us at:

Sequential Brands Group, Inc.
Attn: Investor Relations
601 West 26th Street, 9th Floor
New York, New York 10001
(646) 564‑2577

Any amendment or waiver of the Code of Ethics pertaining to a member of the Board of Directors or one of our executive officers will be disclosed on our website (www.sequentialbrandsgroup.com) within four business days. We granted no waivers under our Code of Ethics in 2019.

COMPENSATION DISCUSSION AND ANALYSIS

Determination of Executive Compensation

The Compensation Committee of the Board of Directors is responsible for overseeing the Company’s executive compensation policies and practices, including levels and structure of compensation for the Company’s executive officers, which are currently submitted to the Board of Directors for ratification. Specifically, among other things, the Compensation Committee is responsible for:

Fractional Shares

We will not issue fractional shares in connection withEach year, the Reverse Stock Split.    Stockholders who would otherwise hold fractional shares becauseCompensation Committee reviews the numberCompany’s executive officer compensation, including the compensation structure and levels of shares of common stock they hold beforecompensation paid to the Reverse Stock Split is not evenly divisible by the split ratio ultimately determined by the Board of Directors will be entitled to receive a cash payment (without interest and subject to applicable withholding taxes) from the transfer agent in lieu of such fractional shares. The cash payment is subject to applicable U.S. federal and state income tax and state abandoned property laws.    The Board is expected to calculate the fair value of fractional shares using a volume weighted average price for the shares over a 21-day period.

After the Reverse Stock Split, a stockholder will have no further interestexecutive officers in the Company with respectprior year (as disclosed in the Summary Compensation Table on page 21 for our named executive officers), and determines any needed adjustments to its fractional share interest,our compensation policies and persons otherwise entitled to a fractional share will not have any voting or other rights with respect thereto except the right to receive a cash payment as described above.

Effects of the Reverse Stock Split

Effect on Shares of Common Stock

If the Reverse Stock Split is effected, all stockholders will be reduced proportionatelypractices so that such policies and hold the same percentage of common stock outstanding as they did prior to the split, except for any adjustments due to the treatment of fractional shares as described above.  There is no impact to the voting rights and other rights of the stockholders.

Accounting Matters

The proposed Reverse Stock Split will not affect the common stock capital account on our balance sheet or the par value of our common stock, which will remain at $0.01 per share.  The stated capital attributable to common stock on our balance sheet will be reduced proportionately to the Reverse Stock Split ratio, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced.  After the Reverse Stock Split, per share net income or loss will be higher because there will be fewer shares of common stock outstanding.  All historic and per share amounts in our financial statements and related footnotes will be restatedpractices continue to reflect the Reverse Stock Split.

Effect on Employee Plans, Options, Restricted Stock Awards and Warrants

PursuantCompany’s commitment to the various instruments governing our then outstanding stock option awards and warrants to purchase common stock and any outstanding time- and performance-based restricted stock and restricted stock unit awards, in connectionaligning executive compensation practices with any the proposed Reverse Stock Split, our Board of Directors will reduce the number of shares of common stock issuable upon the exercise of the stock options and warrants and the number of shares subject to outstanding restricted stock and restricted stock units in proportion to the ratio of the Reverse Stock Split and will also proportionately increase the exercise price of our outstanding stock options and warrants. In connection with such proportionate adjustments, the number of shares of common stock issuable upon exercise or conversion of outstanding stock options, warrants, restricted

2019 Highlights

The following individuals comprise our “named executive officers”:

This summary also does not discuss all tax considerations that may be relevant to holders of our common stock in light of their particular circumstances, nor does it address the consequences to holders of our common stock subject to special treatment under the U.S. federal income tax laws, such as:

The Compensation Committee made the following key decisions for 2019 with respect to its compensation policies to continue management’s focus on driving stockholder value:

In setting compensation for the named executive officers for 2019 the Compensation Committee considered a variety of factors, including the scope and impact of the named executive officer’s role, the expectations for the executive officer, market compensation levels and contributions made by the named executive officer beyond such named executive officer’s formal position and the Company’s performance against budget.

Named Executive Officer Transitions

Chief Executive Officer Transition

On October 1, 2019, Ms. Karen Murray resigned from her positions as Chief Executive Officer, Secretary and Director of Sequential.  In connection with her resignation, Sequential and Ms. Murray entered into a transition agreement dated as of October 1, 2019. Under the transition agreement, Ms. Murray agreed to act as a consultant to the Company for a period from October 1, 2019 through September 30, 2020.  The terms of the transition agreement are described in more detail in “Executive Compensation — Summary of Employment Agreements and Transition Agreements”.

Chief Financial Officer Transition

On January 6, 2020, Mr. Peter Lops resigned from his positions as Chief Financial Officer and Principal Financial and Accounting Officer of Sequential. Per the transition agreement between Sequential and Mr. Lops dated January 6, 2020, Mr. Lops has agreed to act as a consultant to the Company through March 31, 2020. The terms of the transition agreement are described in more detail in “Executive Compensation — Summary of Employment Agreements and Transition Agreements”.

Chief Creative Officer Transition

On June 10, 2019, Ms. Stewart resigned from the Company as of the date of sale of MSLO.

President Transition

Effective June 5, 2019, Mr. Andrew Cooper mutually agreed to terminate his position as President of Sequential. In connection with his termination, Sequential and the Company entered into a separation agreement on June 9, 2019.  The terms of the separation agreement are described in more detail in “Executive Compensation — Summary of Employment Agreements and Transition Agreements”.

Results of the Company’s 2019 Say-on-Pay Vote

At the Company’s annual meeting of stockholders held in June 2019, the Company’s stockholders were asked to approve the compensation paid to the Company’s named executive officers for fiscal 2018.  65.9% of the votes cast on the say-on-pay proposal at that annual meeting were voted in favor of the proposal. In response to this lower level of shareholder support and other considerations, the Compensation Committee and the Board increased the level of Company performance required to receive any payout under our annual cash incentive plan and the compensation arrangements approved for our new Chief Executive Officer and Interim Chief Financial Officer also reflect lower levels of overall target compensation than their respective predecessors.  Further no RSUs or PSUs were granted to Karen Murray, Andrew Cooper and Peter Lops in 2019.

The Company regularly engages with our stockholders to discuss a variety of aspects of our business and welcomes stockholder input and feedback, including on compensation matters.  The Compensation Committee believes that the say-on-pay vote serves as an additional tool to guide the Board of Directors and the Compensation Committee in ensuring alignment of the Company’s executive compensation programs with stockholder interests.

The Compensation Committee continues to work so that the design of the Company’s executive compensation program is focused on long-term stockholder value creation, emphasizes pay for performance and does not encourage imprudent short-term risks. The Compensation Committee also uses the say-on-pay vote as a guidepost for stockholder sentiment and believes it is critical to maintain and continually develop this program to promote ongoing stockholder engagement, communication and transparency.

Elements of 2019 Compensation

Annual Cash Compensation

Long-Term Incentive Compensation

The Compensation Committee believes long-term incentives are beneficial to stockholders and a key component of overall executive compensation. The primary focus in granting long-term incentives is to:

Over the years, we have used a combination of two forms of long-term equity compensation: time-based restricted stock and restricted stock units and PSUs. The Compensation Committee considers the value of the award as a component of total direct compensation. In deciding which type of equity award to grant to executive officers, the Compensation Committee may consider the number of shares necessary to deliver the intended value appropriate for each named executive officer and his or her position and level of responsibility within the Company. The Company’s intent is to focus executive officers on driving stockholder value by placing more emphasis on pure performance-based compensation, as PSUs have no value unless the Company achieves certain performance metrics.

All equity awards are granted pursuant to, and are subject to the terms and conditions of, the Sequential Brands Group, Inc. 2013 Stock Incentive Compensation Plan (the “2013 Stock Incentive Plan”), which we assumed in 2015.    For more information on the 2013 Stock Incentive Plan, see Proposal 4.

Time-Based Restricted Stock and Restricted Stock Units

Time-based restricted stock and restricted stock units typically vest over a three-year period after the grant date. While restricted stock and restricted stock units have inherent intrinsic value when granted, they deliver greater value as the price of the Company’s common stock appreciates over time. The intrinsic value at grant date tends to provide continued incentive even if the stock price decreases following summarythe grant date and, as such, they continue to motivate executive officers to sustain their efforts towards achieving corporate goals. If the executive officer terminates employment before vesting occurs, all unvested shares or units are cancelled immediately, unless otherwise stipulated in the respective employment agreement.

No time-based restricted stock units or restricted stock were granted to our named executive officers in 2019.

Performance Stock Units

On August 22, 2016, the Company approved 375,000 PSUs to Mr. Cooper under the 2013 Stock Incentive Plan. For 250,000 of such PSUs vesting was to occur in equal installments on December 31, 2017, 2018 and 2019 subject to achievement of specified performance metrics. For these PSUs, the Company’s performance metrics included two targets, weighted as follows: (i) 66.7% for the achievement of 110% or greater of the Company’s Board approved annual budget for adjusted EBITDA and (ii) 33.3% for the achievement of other performance criteria established in the discretion of the Compensation Committee. The specific performance metrics were set at a level that was designed to be achievable, but require growth over the relevant performance period.  These PSUs contain both carryback and carryforward rights whereby any overage from a given performance period could be applied to earn awards during a period in which the Company does not achieve the pre-established targets. Based on 2017 performance, 27,722 shares were issued under this award, and based on 2018 performance, 27,750 shares were issued under this award. Mr. Cooper separated prior to December 31, 2019 and thus forfeited the 2019 portion of these PSUs. The remaining 125,000 PSUs approved in 2016 were to vest in equal annual increments based on the attainment of certain performance targets as determined the Compensation Committee and the Chief Executive Officer in consultation with Mr. Cooper.  Based on attainment of the performance targets set for the awards granted in 2018, which were set at a level intended to require significant effort, but be attainable, 83,250 shares were issued in settlement of this award in 2018.  Mr. Cooper separated from the Company on June 5, 2019 and thus forfeited the 2019 portion of these PSUs.

On April 3, 2017, the Company granted 175,000 PSUs to Ms. Murray under the 2013 Stock Incentive Plan. The PSUs were subject to achievement of the below specified performance metrics, and were to vest in equal installments on December 31, 2017, 2018 and 2019. For these PSUs, the Company’s performance metrics were set at (i) achievement of 90% or greater of the adjusted EBITDA target for 2017, (ii) achievement of 95% or greater of the adjusted EBITDA target for 2018 and (iii) achievement of 100% or greater of the adjusted EBITDA target for 2019. Based on 2017 and 2018 performance, 58,275 were issued each year under this award. Per Ms. Murray’s transition agreement, she was entitled to the unvested portion of her PSUs should the Company achieve its performance metrics.  The Company did not achieve the performance metric for 2019, and thus, this portion of Ms. Murray’s PSU grant was forfeited.

On August 15, 2017, the Company granted 300,000 PSUs to Ms. Murray under the 2013 Stock Incentive Plan. The PSUs were subject to achievement of the same performance metrics discussed above for the August 22, 2016 grant for

Mr. Cooper, and were scheduled to vest in equal installments on December 31, 2017, 2018 and 2019, subject to achievement of such metrics. Based on 2017 performance, 33,267 shares were issued in settlement of this award, and based on 2018 performance, 33,300 shares were issued in settlement of this award. These PSUs contain both carryback and carryforward rights whereby any overage from a given performance period could be applied to earn awards during a period in which the Company does not achieve the pre-established targets.  Per Ms. Murray’s transition agreement, she was entitled to the unvested portion of her PSUs should the Company achieve its performance metrics.  The Company did not achieve its performance metrics for 2019 and none of these 2019 PSUs were issued.

On March 5, 2018, the Company granted 200,000 PSUs to Mr. Lops under the 2013 Stock Incentive Plan. The PSUs were subject to achievement of the same performance metrics discussed above for the August 22, 2016 grant for Mr. Cooper and the August 15, 2017 grant for Ms. Murray, and were scheduled to vest in equal installments on December 31, 2018 and 2019, subject to achievement of such metrics. Based on 2018 performance, 33,333 shares were issued in settlement of this award. These PSUs contain both carryback and carryforward rights whereby any overage from a given performance period could be applied to earn awards during a period in which the Company does not achieve the pre-established targets.  Mr. Lops separated from the Company on January 6, 2020 and forfeited his unvested PSUs.

No PSUs were granted to our named executive officers in 2019.

Executive Employment Agreements

The Company believes employment agreements are an effective recruiting and retention tool for its executive officers. The Company also believes employment agreements help protect certain interests of the Company by prohibiting post-termination competition, disclosure of confidential information and solicitation of employees and customers. All of the Company’s employment agreements have severance provisions and noncompetition and nondisclosure clauses, which encourage executive officers to remain committed to the business and discourage them from collaborating with competitors in order to prevent critical confidential information from leaking to competitors. In addition, all employment agreements require executives to release all claims against the Company in order to receive severance payments. To that end, the Company has entered into employment agreements or employment letters with each of our named executive officers, the terms of which are described in more detail in “Executive Compensation — Summary of Employment Agreements and Transition Agreements”.

Benefits and Other Compensation

Retirement Plans

The Company believes that providing retirement benefits allows the Company to be competitive in attracting and retaining talented executives and to reward executive officers for long-time service to the Company. The Company’s 401(k) plan is not intended asa tax or legal advice.  Each stockholder should seek advicequalified retirement savings plans pursuant to which the Company’s employees, including the executive officers, are able to make pre-tax contributions from their own independent tax advisor regarding any tax consequences fromeligible compensation. The Company made a matching contribution for all participants during 2019. This matching contribution is reflected in the proposed Reverse Stock Split, if implemented.“Summary Compensation Table” in the column titled “All Other Compensation”.

Perquisites and Other Personal Benefits

The Company also provides the executive officers with limited perquisites and other personal benefits that the Compensation Committee believes are reasonable and consistent with the Company’s overall compensation program to better enable the Company to attract and retain superior executive talent. The Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to the executive officers, which for 2019 included a travel or car allowance for Ms. Murray, Mr. Lops and Mr. Cooper. The costs associated with providing these benefits for the executive officers are reflected in the “Summary Compensation Table” in the column titled “All Other Compensation”. By reason of her unique position as a performer and her unparalleled role in supporting and developing the Martha Stewart brand, which required her to undertake extensive travel, make a substantial number of on-camera and personal appearances and required her to be constantly in the public eye, we paid for a number of expenses to assist Ms. Stewart in fulfilling

these Company responsibilities that, under SEC regulations, are required to be reported as perquisites. For more information on these benefits, see the “All Other Compensation” column of the Summary Compensation Table on page 21.

Compensation Committee Report

The Reverse Stock Split is intendedCompensation Committee has reviewed and discussed with management the “Compensation Discussion and Analysis” section of this Proxy Statement as required by Item 402(b) of Regulation S-K. Based on such review and discussions, the Compensation Committee recommended to our Board of Directors that the “Compensation Discussion and Analysis” section be treated as a tax-free “recapitalization” for U.S. federal income tax purposes,included in this Proxy Statement on Schedule 14A and the remainder of this discussion assumes the Reverse Stock Split so qualifies. A U.S. Holder generally will not recognize gain or loss upon the Reverse Stock Split, except with respect to cash received in lieu of a fractional share of our common stock, as discussed below. A U.S. Holder’s aggregate tax basis in the shares of our common stock received pursuant to the Reverse Stock Split will equal the aggregate tax basis of the shares of our common stock surrendered (excluding any portion of such basis that is allocated to any fractional share of our common stock), and such U.S. Holder’s holding period in the shares of our common stock received will include the holding period in the shares of our common stock surrendered. Treasury regulations promulgated under the Code provide detailed rules for allocating the tax basis and holding period of the shares of our common stock surrendered to the shares of our common stock received pursuant to the Reverse Stock Split. Stockholders of our common stock acquired2019 Annual Report on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.Form 10‑K.

A U.S. Holder that receives cash in lieu of a fractional share of our common stock pursuant to the Reverse Stock Split will recognize capital gain or loss in an amount equal to the difference between the amount of cash received and the U.S. Holder’s tax basis in the shares of our common stock surrendered that is allocated to such fractional share. Such capital gain or loss generally will be long term capital gain or loss if the U.S. Holder’s holding period for our common stock surrendered exceeded one year at the effective date of the Reverse Stock Split.    The deductibility of capital losses is subject to limitations.COMPENSATION COMMITTEE

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” TO APPROVE AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLITGary Johnson, Chairman
Al Gossett
Aaron Hollander

PROPOSAL NO. 2EXECUTIVE COMPENSATION

TO APPROVE, IF NECESSARY,  THE ADJOURNMENT OF THE SPECIAL MEETING TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE REVERSE STOCK SPLIT PROPOSALSummary Compensation Table

The following table provides certain information concerning the compensation for services rendered to us during the years ended December 31, 2019, 2018 and 2017 by our named executive officers.

Grants of Plan-Based Awards

Our stockholders are being askedThe following table sets forth the information concerning the grants of plan-based compensation to approve, if necessary, adjournmenteach named executive officer during the year ended December 31, 2019. As discussed above, Ms. Stewart and Mr. Wagenheim did not participate in our annual cash bonus program in 2019.    No equity awards were granted to our named executive officers in 2019.

Summary of Employment Agreements and Transition Agreements

Certain of the Special Meeting to solicit additional proxiesamounts set forth in the “Summary Compensation Table” are provided for in employment agreements and employment letters with our named executive officers. We also entered into transition agreements with Ms. Murray and Mr. Lops and a separation agreement with Mr. Cooper in connection with their respective departures. The material terms of such agreements with our named executive officers are summarized below:

Karen Murray.   Ms. Murray is party to an employment agreement dated as of March 22, 2017 which provided for an annual base salary of $600,000 and eligibility to participate in the Company’s annual bonus program with a target annual bonus opportunity equal to 100% of her base salary, based upon the Company achieving certain adjusted EBITDA performance targets determined by the Board.

Ms. Murray resigned from her position as Chief Executive Officer, Secretary and Director of the Company on October 1, 2019.  In connection with her separation from the Company, Ms. Murray and the Company entered into a Transition Agreement on October 1, 2019 (the “Murray Transition Agreement”).  The Murray Transition Agreement provided that Ms. Murray’s 33,334 shares of unvested restricted stock units fully vested on October 8, 2019. Pursuant to the Murray Transition Agreement, Ms. Murray agreed to serve as a Senior Advisor to the Company during the period from

October 1, 2019 through September 30, 2020 and will be entitled to payment for such services as follows: (i) $200,000 on October 9, 2019, (ii) $150,000 on January 2, 2020; (iii) $150,000 on April 1, 2020; and (iv) $150,000 on July 1, 2020.  The Murray Transition Agreement includes other customary terms and conditions, including a release of claims. 

Peter Lops.   Mr. Lops is party to an employment agreement dated as of February 27, 2018 (the “CFO Employment Agreement”) which provided for an annual base salary of $450,000 and eligibility to participate in the Company’s annual bonus program with a target annual bonus opportunity equal to 75% of his base salary.

As in effect on December 31, 2019, the CFO Employment Agreement also provided that Mr. Lops would have been entitled to certain severance benefits if his employment had ceased under specified circumstances. If Mr. Lops were terminated without cause or had resigned for good reason, he would have received (i) an amount equal to the base salary he would have received if he had remained employed through the term of the CFO Employment Agreement, or, if less, at least six month’s base salary, (ii) any annual bonus earned, but unpaid for a prior year; (iii) if such resignation or termination occurred following the first fiscal quarter of a year, a pro-rata portion of his annual bonus for the year of termination, based on actual results for such year, (iv) subsidized COBRA coverage for up to 18 months and (v) full vesting of any unvested portion of the restricted stock units and PSUs granted upon his commencement of employment. Payment of these severance benefits is subject to the requirement that Mr. Lops execute a release of claims against the Company and its affiliates. Finally, the CFO Employment Agreement also contains customary confidentiality, non-competition, non-solicitation, intellectual property and indemnification provisions.  

Mr. Lops resigned from his position as Chief Financial Officer of the Company effective as of January 6, 2020. In connection with his separation from the Company, Mr. Lops entered into a Transition Agreement on January 6, 2020 (the “Lops Transition Agreement”).  The Lops Transition Agreement provided that all of Mr. Lops’ unvested restricted stock units and performance stock units were forfeited. Pursuant to the Lops Transition Agreement, Mr. Lops agreed to serve as an independent contractor to the Company and was entitled to payment for such services as follows: (i) $56,000 on January 15, 2020 and (ii) $56,500 on March 10, 2020.  The Lops Transition Agreement includes customary terms and conditions, including a release of claims. 

Martha Stewart.   In connection with the closing of the Company’s acquisition of MSLO, the Company entered into an agreement with Ms. Stewart for an initial term continuing through December 31, 2020. The employment agreement provided for (i) an annual base salary of  $500,000 per year, (ii) a guaranteed annual payment of  $1.3 million (the “Guaranteed Payment”), (iii) annual payments of 10% of the gross licensing revenues, in excess of a specified threshold (the “Incentive Payment”), (iv) the opportunity to earn an annual bonus as determined by the Board of Directors and Chief Executive Officer, and (v) payment of certain of Ms. Stewart’s expenses, up to an annual maximum amount of  $1.5 million. In addition, and regardless of whether Ms. Stewart remains employed with the Company, beginning in 2026 and ending on the later of December 31, 2030 or the date of her death, the Company will pay to Ms. Stewart 3.5% of the annual gross licensing revenues for each such year.

Ms. Stewart terminated from the Company as of the date of sale of MSLO, June 10, 2019.  The Company paid $1.0 million in transaction fees to Ms. Stewart related to the sale of MSLO in 2019.

Chad Wagenheim.  On January 24, 2020, Mr. Wagenheim and the Company entered into an employment letter that amended Mr. Wagenheim’s previous employment arrangements with the Company (the “Employment Letter”). Under the terms of the Employment Letter, Mr. Wagenheim is entitled to an annual base salary of $450,000 and eligibility to participate in the Company’s annual bonus program with a target annual bonus opportunity equal to 100% of his base salary.  In recognition of his promotion and his extraordinary individual performance during 2019, Mr. Wagenheim received a discretionary bonus of $325,000.  Additionally, Mr. Wagenheim received a long-term cash incentive bonus of $250,000 (the “LTI Bonus”) in lieu of a stock grant, to be paid in two installments as follows: (a) $62,500 upon January 24, 2020; and (b) $187,500 on October 1, 2020 subject to his continued employment through that date. The Employment Letter also provides that if Mr. Wagenheim is terminated without cause, he will receive an amount equal to his annual base salary plus the unpaid portion of the LTI Bonus.

Andrew Cooper.   Mr. Cooper is party to an employment agreement dated as of August 22, 2016 which provided for a base salary of $575,000 and eligibility to receive an annual cash performance bonus of up to 125% his then current base salary.

Mr. Cooper agreed to terminate from his position as President of the Company as of June 5, 2019. In connection with his separation from the Company, Mr. Cooper and the Company entered into a Separation Agreement on June 7, 2019 (the “Separation Agreement”). The Separation Agreement provided for the following separation payments and benefits:  (i) $431,250.00, representing nine months of his base salary and (ii) full acceleration of the unvested portion of Mr. Cooper’s 58,334 restricted stock units.

Outstanding Equity Awards at Fiscal Year-End 2019

The following table sets forth the information with respect to restricted stock unit awards and PSUs held by each of the named executive officers as of December 31, 2019.

Stock Vested

The following table sets forth certain information regarding vesting of time-based restricted stock units and PSUs held by our named executive officers during the year ended December 31, 2019:

Potential Payments Upon Termination or Change in Control

The table below sets forth potential benefits that each listed named executive officer would have been entitled to receive upon termination of employment under the various circumstances outlined below and assumes the relevant termination event there at not sufficient votesoccurred as of December 31, 2019. The actual amounts that would be payable in these circumstances can only be determined at the time of the Special Meetingnamed executive officer’s termination or a change in control and, accordingly, may differ significantly from the estimated amounts set forth in the table below.  Payments and benefits actually provided to approve the proposed amendmentMs. Murray, Ms. Stewart and Mr. Cooper are described under “Summary of Employment Agreements and Transition Agreements” above.  Amounts actually payable to our Amended and Restated Certificate of Incorporation to effect a reverse stock split asMr. Lops are also described in Proposal 1such section; however, in accordance with SEC requirements, we have also quantified the potential payments that Mr. Lops could have received had he terminated on December 31, 2019 below.

Pay Ratio

. Any adjournmentThe Company has prepared a reasonable estimate, under the applicable SEC rules, of the Special Meetingratio of the annual total compensation of Mr. Wagenheim, our President and former interim principal executive officer (“PEO”), to the annual total compensation of our median-compensated employee (other than our PEO) for 2019.  We determined our median employee for 2019 based on our payroll records using total annual wages and cash-based fringe benefits for our 45 full and part-time employees (excluding the PEO), who were employed as of December 31, 2019. The annual total compensation of our median employee (other than the PEO) for 2019 was $134,160. Our PEO’s total compensation for 2019 was $1,045,200. The ratio of the PEO’s total compensation for 2019 to the annual total compensation of our median-compensated employee was approximately 8-to-1.

The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and

compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

Compensation and Risk

Our Compensation Committee regularly conducts risk assessments to determine the extent, if any, to which our compensation practices and programs may create incentives for excessive risk taking. Based on these reviews, we believe that the incentive for risk taking is low for the purposenamed executive officers and the substantial majority of soliciting additional proxies will allow stockholders whoour employees, because their compensation consists largely of fixed cash salary and a cash bonus that has a capped payout. Furthermore, the majority of these employees do not have already sent in their proxiesthe authority to revoke them at any time priortake action on our behalf that could expose us to significant business risks.

In 2019, as part of its assessment, the timeCompensation Committee reviewed the cash and equity incentive programs for senior executive officers and concluded that certain aspects of our compensation programs actually reduce the proxieslikelihood of excessive risk taking. These aspects include the use of long-term equity awards to create incentives for senior executive officers to strive for long-term growth of the Company, policies limiting the incentive to take excessive risk for short-term gains by imposing caps on annual bonuses and requiring compliance with the Code of Ethics.

For these reasons, we do not believe that our compensation policies and practices for our employees create risks that are used.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL, IF NECESSARY, THE ADJOURNMENT OF THE SPECIAL MEETING TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE REVERSE STOCK SPLIT PROPOSALreasonably likely to have a material adverse effect on us.

DIRECTOR COMPENSATION

The following table details the total compensation for services rendered in all capacities by the Company’s non-employee directors serving on our Board of Directors for the year ended December 31, 2019:

Compensation for non-employee directors was comprised of a mix of cash and equity-based compensation as follows: (i) an annual cash retainer of $100,000, (ii) an annual cash retainer of $25,000 for the Audit Committee chairman and (iii) $100,000 payable in shares of restricted common stock, vesting on the first anniversary date of the date of grant. Our directors are also reimbursed for reasonable out-of-pocket and travel expenses associated with attendance at the meetings of the Board of Directors and the committees thereof. The Compensation Committee reviews director compensation annually and makes a recommendation to the Board of Directors with respect to compensation and benefits provided to the members of the Board of Directors. Mr. Sweedler and Mr. Cohen are principals of two of our largest stockholders and do not receive any compensation for their service on the Board of Directors. An executive officer currently employed or employed in the last three years who serves on our Board of Directors does not receive additional compensation for serving on the Board of Directors. See the “Summary Compensation Table” and “Grants of Plan-Based Awards” for disclosures related to our former director and former Chief Executive Officer, Ms. Murray, and our director and former Chief Creative Officer, Ms. Stewart.

For 2020, the Board of Directors approved a one-time waiver of non-employee director compensation that waives the $100,000 payable in shares of restricted stock as compensation for fiscal year 2020.   Additionally, the Board of Directors is currently reviewing the cash compensation for non-employee directors and is contemplating a one-time reduction in the annual cash compensation paid for fiscal year 2020.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Review and Approval of Related Party Transactions

The Company’s Code of Ethics provides that all directors and employees, including executive officers, have a duty to avoid financial, business or other relationships that might cause a conflict of interest with the performance of their duties and that employees should conduct themselves in a manner that avoids even the appearance of conflict between personal interests and those of the Company.

Pursuant to the philosophy of the Code of Ethics, members of the Board of Directors, director nominees, and executive officers are expected to disclose to the Board of Directors any direct or indirect personal interest they may have in a material transaction. Directors also are expected to recuse themselves from participation in any decision in which there is a conflict between their personal interests and the interest of the Company. Approval of any such transaction with respect to any director, director nominee or executive officer may be made only by the Board of Directors or a committee of the Board of Directors. While, the Company does not have a related party transaction policy for persons other than employees and directors and their affiliates, the Company also monitors the material transactions of stockholders who beneficially own greater than 5% of the Company’s outstanding shares.

Except as discussed above, the Company has not prescribed any specific standards to be applied when assessing material transactions. There were no instances since January 1, 2019 in which an executive officer, director or director nominee engaged in such a transaction with the Company, either directly or indirectly, without first obtaining approval.

Reportable Related Party Transactions

Consulting Services Agreement with Tengram Capital Partners, L.P. (f/k/a Tengram Capital Management L.P.)

Pursuant to an agreement with Tengram Capital Partners, L.P., formerly known as Tengram Capital Management, L.P. (“TCP”), an affiliate of Tengram Capital Partners Gen2 Fund, L.P., which is one of the Company’s largest stockholders, the Company had engaged TCP, effective as of January 1, 2013, to provide services to the Company pertaining to (i) mergers and acquisitions, (ii) debt and equity financing and (iii) such other related areas as the Company may reasonably request from time to time (the “TCP Agreement”). TCP was entitled to receive annual compensation of $1.0 million, including fees and reimbursement of out-of-pocket expenses in connection with performing its services under the TCP Agreement. The TCP Agreement remained in effect for a period continuing through the earlier of five years or the date on which TCP and its affiliates cease to own in excess of 5% of the outstanding shares of common stock in the Company. On August 15, 2014, the Company consummated transactions pursuant to an agreement and plan of merger, dated as of June 24, 2014 (the “Galaxy Merger Agreement”) with SBG Universe Brands LLC, a Delaware limited liability company and the Company’s direct wholly-owned subsidiary (“LLC Sub”), Universe Galaxy Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of LLC Sub, Galaxy Brand Holdings, Inc. and Carlyle Galaxy Holdings, L.P. (such transactions, collectively, the “Galaxy Acquisition”). In connection with the Galaxy Merger Agreement, the Company and TCP entered into an amendment to the TCP Agreement (the “Amended TCP Agreement”), pursuant to which, among other things, TCP was entitled to receive annual fees of $0.9 million beginning with fiscal year 2014.  The Amended TCP Agreement terminated as of December 31, 2019.

The Company paid TCP $0.9 million, $0.7 million, and $0.9 million for services under the Amended TCP Agreement during the years ended December 31, 2019, 2018 and 2017, respectively. The Company reimbursed TCP $0.1 million for the year ended December 31, 2019 and less than $0.1 million for each of the years ended December 31, 2018 and 2017 for out-of-pocket expenses in connection with their services.  These amounts are included in operating expenses from continuing operations in the Company’s consolidated financial statements. At December 31, 2019, there was $0.2 million due to TCP for services and less than $0.1 million due for reimbursement of expenses.  At December 31, 2018, there was $0.2 million due to TCP for services and less than $0.1 million due for reimbursement of expenses. The Company paid $1.8 million in transaction fees to TCP related to the sale of MSLO during the year ended December 31, 2019 recorded in discontinued operations in the Company’s consolidated financial statements.

Additionally, in July 2013, the Company entered into a consulting arrangement with an employee of TCP (the “TCP Employee”), pursuant to which the TCP Employee provides legal and other consulting services at the request of the Company from time to time. The TCP Employee was also issued 125,000 shares of restricted stock, vesting over a four-year period and 180,000 PSUs, vesting over three years in increments of 20% for 2014, 20% for 2015 and 60% for 2016. During the year ended December 31, 2016, the TCP employee was granted 200,000 PSUs, vesting over three years in increments of 33.3% for 2017, 33.3% for 2018 and 33.4% for 2019. During the year ended December 31, 2018, the TCP employee was granted 150,000 shares of time-based restricted stock units, vesting over a three year period and 300,000 shares of time-based restricted stock units, vesting over a three year period with 25% vesting immediately.  The Company paid the TCP Employee $0.3 million, $0.3 million and $0.4 million for services under the consulting arrangement during the years ended December 31, 2018, 2017 and 2016, respectively. These amounts are included in operating expenses from continuing operations in the Company’s consolidated financial statements. The Company and the TCP Employee terminated the consulting arrangement during the third quarter of 2019. The Company accelerated the vesting of the unvested shares of the TCP Employee’s time-based restricted stock units.  At December 31, 2019, no amounts were due to the TCP Employee.  At December 31, 2018, less than $0.1 million was due to the TCP Employee.

Transactions with Tommie Copper, Inc.

The Company entered into an agreement with Tommie Copper, Inc. (“TCI”), an affiliate of TCP, under which the Company received a vendor placement fee for facilitating certain distribution arrangements.  The Company recorded $3.1 million of revenue from continuing operations for the year ended December 31, 2018.  At December 31, 2018, the Company had a current receivable of $1.1 million from TCI in accounts receivable and a long-term receivable of $1.9 million from TCI in other assets in the consolidated balance sheet.  During the year ended December 31, 2019, the Company reserved $2.9 million related to the outstanding receivable balance recorded in operating expenses from continuing operations in the consolidated statement of operations as TCI could not adhere to its original payment terms and new extended payment terms have been negotiated.  At December 31, 2019, the Company had a net current receivable of $0.1 million due from TCI.

Transactions with E.S. Originals, Inc.

A division president of the Company maintains a passive ownership interest in one of the Company’s licensees, E.S. Originals, Inc. (“ESO”). The Company receives royalties from ESO under license agreements for certain of the Company’s brands in the footwear category. The Company recorded $4.9 million, $8.4 million and $18.1 million of revenue for the years ended December 31, 2019, 2018 and 2017, respectively, for royalties, commissions and advertising revenue earned from ESO license agreements. At December 31, 2019 and 2018, the Company had $2.8 million and $6.2 million, respectively, recorded as accounts receivable and $0.2 million and $1.9 million, respectively, as a long-term receivable in other assets from ESO in the consolidated balance sheets.

In addition, the Company entered into a license-back agreement with ESO under which the Company reacquired the rights to certain international territories in order to re-license these rights to an unrelated party. The Company recorded approximately $1.3 million and $0.3 million in license-back expense for the years ended December 31, 2019 and 2018, respectively.

Transactions with Centric Brands Inc. (f/k/a Differential Brands Group, Inc.)

During the fourth quarter of 2018, Centric Brands, Inc. (“Centric”) acquired a significant portion of Global Brands Group Holding Limited’s (“GBG”) North American licensing business.  The Company entered into an agreement with Centric, an affiliate of TCP, under which the Company received a rights transfer fee of $4.0 million related to the Joe’s license.  During the fourth quarter of 2019, the Company and Centric entered into a license agreement under the Jessica Simpson brand.  The Company recorded $6.6 million and approximately $1.2 million for royalty revenue earned from continuing operations from Centric for the years ended December 31, 2019 and 2018, respectively.  At December 31, 2019 and 2018, the Company had $1.0 million and $0.8 million, respectively, recorded as accounts receivable from Centric in the consolidated balance sheets.

Acquisition of FUL

On November 17, 2014, the Company made a strategic investment in FUL IP. FUL IP is a collaborative investment between the Company and JALP. FUL IP was formed for the purpose of licensing the FUL trademark to third parties in connection with the manufacturing, distribution, marketing and sale of FUL branded bags, backpacks, duffels, luggage and apparel accessories. JALP contributed the FUL trademark with a fair value of $8.9 million. In exchange for a 50.5% economic interest in FUL IP the Company paid JALP $4.5 million. JALP’s minority member interest in FUL IP has been reflected as noncontrolling interest on the Company’s consolidated balance sheets. One of the Company’s directors, Mr. Al Gossett, has a partial ownership interest in JALP. There was $0.5 million of noncontrolling interest loss recorded during the year ended December 31, 2019.  The Company sold the FUL trademark during the year ended December 31, 2018.  The noncontrolling interest loss for the year ended December 31, 2019 was due to the write off of a $0.9 million receivable related to the previous sale of the FUL trademark.

Agreements with Ms. Stewart

On June 10, 2019, the Company completed the sale of MSLO. The Company paid $1.0 million in transaction fees to Ms. Stewart related to the sale of MSLO in 2019.

In connection with the transactions contemplated by the Company’s acquisition of MSLO in 2015 before the 2019 sale, MSLO entered into an Amended and Restated Asset License Agreement (“Intangible Asset Agreement”) and Amended and Restated Intellectual Property License and Preservation Agreement (“IP License Agreement” and, together with the Intangible Asset Agreement, the “IP Agreements”) pursuant to which Ms. Stewart, a director and the former Chief Creative Officer of the Company, licensed certain intellectual property to MSLO. The IP Agreements grant the Company the right to the use of certain properties owned by Ms. Stewart.

The Intangible Asset Agreement had an initial term commencing on December 4, 2015 and ending on December 31, 2020. During the term of the Intangible Asset Agreement with the Company, Lifestyle Research Center LLC was entitled to receive a guaranteed annual payment of $1.7 million, which amounts were paid in connection with the acquisition of MSLO regardless of Ms. Stewart’s continued employment with the Company, plus reimbursable expenses. The Company paid Lifestyle Research Center LLC $0.8 million in 2019.  The Intangible Asset Agreement with the Company ended as of June 10, 2019 in connection with the completed sale of MSLO. During the term of the IP License Agreement with the Company, Ms. Stewart was entitled to receive a guaranteed annual payment of $1.3 million which amounts were paid in connection with the acquisition of MSLO regardless of Ms. Stewart’s continued employment with the Company. The Company paid $0.6 million to Ms. Stewart in 2019 in connection with the terms of the IP License Agreement. The IP License Agreement with the Company ended as of June 10, 2019 in connection with the completed sale of MSLO.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee has furnished the following report:

The Audit Committee is composed of three independent directors, each of whom, in the Board of Directors’ business judgment, is “independent” within the meaning of Rule 5605(a)(2) of the Nasdaq Stock Market’s Listing Rules and the applicable rules and regulations of the SEC. On behalf of the Board of Directors, the Audit Committee oversees the Company’s accounting, auditing and financial reporting processes. The Audit Committee’s function is one of oversight, recognizing that the management of the Company has the primary responsibility for the Company’s financial statements as well as the Company’s financial reporting processes, principles and internal controls. The Company’s independent registered public accounting firm, CohnReznick LLP (the “Auditors”) is responsible for performing an audit of the Company’s consolidated financial statements in accordance with generally accepted accounting principles, issuing a report relating to their audit and expressing an opinion as to the conformity of such financial statements with generally accepted accounting principles.

In fulfilling its responsibilities with respect to the financial statements for the fiscal year 2019, the Audit Committee:

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the Company’s audited consolidated financial statements for the year ended December 31, 2019 be included in its 2019 Annual Report on Form 10‑K. The Audit Committee has selected CohnReznick LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 and has asked the stockholders to ratify the selection.

The Audit Committee reviews and assesses the adequacy of its charter on an annual basis. While the Audit Committee believes that the charter in its present form is adequate, it may in the future recommend to the Board of Directors amendments to the charter to the extent it deems necessary to react to changing conditions and circumstances.

Aaron Hollander, Chair
Al Gossett
Stewart Leonard, Jr.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents information regarding the beneficial ownership of our common stock as of December 23, 2019April 9, 2020 (except where otherwise noted below) by:

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Shares of our common stock subject to options, warrants and other derivative securities that are currently exercisable or convertible, or exercisable or convertible within 60 days of December 23, 2019April 9, 2020 are deemed to be outstanding and to be beneficially owned by the person holding the options, warrants or other convertible security for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

The information presented in this table is based on 65,725,95765,880,607 shares of our common stock outstanding on December 23, 2019.April 9, 2020. Unless otherwise indicated, the address of each of the executive officers and directors and beneficial owners of greater than 5% of our common stock named below is c/o Sequential Brands Group, Inc., 601 West 26th Street, 9th Floor, New York, New York 10001.

Executive Officers and Directors:

Executive Officers and Directors:

Greater Than 5% Beneficial Owners: