Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously disclosed on February 24, 2012, Kenneth D. Cole has made a non-binding proposal to the board of directors of Kenneth Cole Productions, Inc. (the "Company") to acquire all of the Company's outstanding Class A Common Stock that he does not currently directly or indirectly own. The board of directors continues to caution the Company's shareholders and others considering trading in its securities that no decision has been made with respect to the Company's response to the proposal. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that the transaction contemplated in the proposal or any other transaction will be approved or consummated.

In the event that an agreement is reached for a transaction with Mr. Cole, the Company expects that a meeting of the shareholders would be held to allow the shareholders the opportunity to vote on such transaction. Therefore, in order to lessen the possibility of disruption and demands on management time associated with holding an annual meeting and a separate special meeting if such an agreement is reached, the board of directors has determined that it is in the best interests of the Company to delay scheduling the annual meeting until such time that there is more clarity as to whether a shareholder vote on a potential transaction will be required in the near future. Therefore, effective May 24, 2012, the board of directors has amended the bylaws of the Company by replacing
Section 1.1 in its entirety with the following:

"1.1 Annual Meeting. The annual meeting of shareholders shall be held on the date and at the time designated by the board of directors (the "Board") and shall be held at the corporation's principal office or another place designated by the Board."