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0000895456
0000895456
2022-10-06
2022-10-06
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 6, 2022
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ROCKY BRANDS, INC.
(Exact name of registrant as specified in its charter)
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Ohio
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001-34382
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31-1364046
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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.)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of class
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Trading symbol
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Name of exchange on which registered
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Common Stock – No Par Value
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RCKY
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Nasdaq
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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) Resignation of David P. Dixon
On October 13, 2022, Rocky Brands, Inc. (the “Company”) announced that David P. Dixon resigned from his position as President, Sourcing and Manufacturing, effective October 10, 2022. Subject to execution and non-revocation of a release of claims against the Company, the Company has agreed to treat the resignation as a termination without cause under Mr. Dixon’s employment agreement.
(c) Appointment of Thomas D. Robertson to Chief Operating Officer
On October 13, 2022, the Company announced that Thomas D. Robertson, 38, had been appointed to the additional office of Chief Operating Officer and is now the Company’s Chief Operating Officer, Chief Financial Officer and Treasurer. Prior to his appointment as Chief Operating Officer, he served as Executive Vice President, Chief Financial Officer and Treasurer since May 2018 and as Vice President, Chief Financial Officer and Treasurer from March 2017 to May 2018. Before that, he served as Senior Financial Analyst since joining the Company in October 2016.
There are no other arrangements or understandings between Mr. Robertson and any other person pursuant to which Mr. Robertson was appointed as Chief Operating Officer of the Company. There are also no family relationships between Mr. Robertson and any director or executive officer of the Company, and Mr. Robertson has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A press release announcing regarding the appointment of Mr. Robertson to the additional office of Chief Operating Officer and resignation of Mr. Dixon is attached hereto as Exhibit 99 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit 99
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Exhibit 104
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Cover Page Interactive Data File (imbedded within the Inline XBRL document)
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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: October 13, 2022
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Rocky Brands, Inc.
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/s/ Thomas Robertson
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Thomas Robertson
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Chief Operating Officer, Chief Financial Officer, and Treasurer
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