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) May 27, 2005 ------------------------------- ROCKY SHOES & BOOTS, INC. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 0-21026 31-1364046 - ------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) 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)) ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On May 27, 2005, the Compensation Committee of the Board of Directors (the "Compensation Committee") of Rocky Shoes & Boots, Inc. (the "Company") took the following actions with respect to executive compensation: 2005 BASE SALARY ACTION The Compensation Committee confirmed the pre-existing base salary of the following executive officer of the Company, who on May 17, 2005 was elected Senior Vice President of Sales - Wholesale of the Company and was designated as a "named executive officer" (as defined by Item 402(a)(3) of Regulation S-K) for purposes of the Company's proxy statement for the 2006 annual meeting of stockholders. The base salary of such executive officer for 2005 (effective as of February 1, 2005) is as follows: Name 2005 Base Salary - ---- ---------------- Thomas Morrison $200,000 AWARDS UNDER EXECUTIVE CASH BONUS PLAN FOR FISCAL 2005 Michael Brooks, Chairman and Chief Executive Officer, David Sharp, President and Chief Operating Officer, James McDonald, Executive Vice President and Chief Financial Officer and Thomas Morrison, Senior Vice President of Sales - - Wholesale are eligible to receive cash incentives under the Company's 2005 Executive Cash Bonus Plan based upon objective financial performance criteria selected by the Compensation Committee. The cash incentive is based on a percentage of base salary if performance goals are met for the year 2005. The Compensation Committee determined that the performance criterion for the year 2005 will be five tiers of Operating Income, and approved the following five tiers of payouts based on the Company meeting the specified levels of Operating Income: