false 0000895456 0000895456 2024-06-05 2024-06-05
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): June 5, 2024
 
 
rb01.jpg
ROCKY BRANDS, INC.
(Exact name of registrant as specified in its charter)
 

        
Ohio
  
001-34382
  
31-1364046
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
 
39 East Canal Street, Nelsonville, Ohio 45764
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (740) 753-1951
 
Not Applicable
(Former name or former address, if changed since last report.)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to 12(b) of the Act:
 
Title of class
  
Trading symbol
  
Name of exchange on which registered
Common Stock – No Par Value
  
RCKY
  
Nasdaq
 
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
Item 5.07         Submission of Matters to a Vote of Security Holders.
 
On June 5, 2024, Rocky Brands, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders. The following directors were elected to serve until the 2026 Annual Meeting of Shareholders according to the vote tabulation described below:
 
Director
Votes For
Votes Withheld
Broker Non-Votes
Michael L. Finn
4,647,709
221,590
1,471,483
G. Courtney Haning
4,636,646
232,653
1,471,483
William L. Jordan
4,787,891
81,408
1,471,483
Curtis A. Loveland
4,159,864
709,435
1,471,483
Robert B. Moore, Jr.
4,311,781
557,518
1,471,483
 
Additionally, the shareholders also voted on and approved on an advisory, nonbinding basis, the compensation of the Company’s named executive officers according to the vote tabulation described below:
 
Votes For
Votes Against
Abstain
Broker Non-Votes
4,694,711
161,471
13,117
1,471,483
 
The shareholders also voted on and approved the Rocky Brands, Inc. 2024 Omnibus Incentive Plan according to the vote tabulation described below:
 
Votes For
Votes Against
Abstain
Broker Non-Votes
4,532,720
321,055
15,524
1,471,483
 
Finally, the shareholders ratified the election of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, according to the vote tabulation described below:
 
Votes For
Votes Against
Abstain
Broker Non-Votes
6,307,702
29,243
3,837
0
 
2
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Date: June 7, 2024                  
 
Rocky Brands, Inc.
 
/s/ Thomas D. Robertson
Thomas D. Robertson
Chief Operating Officer, Chief Financial Officer and Treasurer
 
3
v3.24.1.1.u2
Document And Entity Information
Jun. 05, 2024
Document Information [Line Items]  
Entity, Registrant Name ROCKY BRANDS, INC.
Document, Type 8-K
Document, Period End Date Jun. 05, 2024
Entity, Incorporation, State or Country Code OH
Entity, File Number 001-34382
Entity, Tax Identification Number 31-1364046
Entity, Address, Address Line One 39 East Canal Street
Entity, Address, City or Town Nelsonville
Entity, Address, State or Province OH
Entity, Address, Postal Zip Code 45764
City Area Code 740
Local Phone Number 753-1951
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol RCKY
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0000895456
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