UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)
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Definitive Proxy Statement |
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ROCKY BRANDS, INC.
39 East Canal Street
Nelsonville, Ohio 45764
PROXY STATEMENT SUPPLEMENT FOR THE
2023 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 7, 2023
The following information relates to the proxy statement (the “Proxy Statement”) of Rocky Brands, Inc. (the “Company”), dated April 28, 2023, furnished to shareholders of the Company in connection with the solicitation of proxies by the Board of Directors of the Company for the 2023 Annual Meeting of Shareholders and any adjournment or postponement thereof. All capitalized terms used in this supplement to the Proxy Statement (the “Supplement”) and not otherwise defined herein have the meaning ascribed to them in the Proxy Statement. This information is in addition to the information required to be provided to the Company’s shareholders under the applicable proxy disclosure rules as set forth in the Proxy Statement. This Supplement should be read in conjunction with the Proxy Statement.
This Supplement is filed solely to correct inadvertent clerical errors in the “Pay-Versus-Performance” section of the Proxy Statement that exist solely in the printed copies of the Proxy Statement that were mailed to the Company’s shareholders on or about April 28, 2023; such clerical errors are not present in the Company’s DEF14A filing made with the Securities and Exchange Commission on April 28, 2023.
The Company discovered that, beginning on page 25 of the Proxy Statement under the heading “Pay Versus Performance Table,” the Company had incorrect calculations in the Pay-Versus-Performance Table under the “Average Compensation Actually Paid to Non-CEO Named Executive Officers” and the “Adjusted Operating Income (in thousands)” columns. In addition, in footnote 1 to the Pay-Versus-Performance Table, there were incorrect calculations of “Summary Compensation Table Total” for “Non-CEO NEO Average” and “Compensation Actually Paid” for “Non-CEO NEO Average” for 2021, and in footnote 4 to such table a rounding error was corrected for “Operating Income (in thousands)” for 2021.
Corrected amounts are reflected in the table and footnotes below:
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Average Summary |
Average |
Value of Initial Fixed $100 Investment Based on: |
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| Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO (1) |
Compensation Table Total for Non-CEO Named Executive Officers (1) (2) |
Compensation Actually Paid to Non-CEO Named Executive Officers (1) |
Total Shareholder Return |
Standard & Poor’s Footwear Index Total Shareholder Return |
Net Income (in thousands) ($) (3) |
Adjusted Operating Income (in thousands) ($) (4) |
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2022 |
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2021 |
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2020 |
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Table reflected in footnote 1:
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CEO |
Non-CEO NEO Average |
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2022 |
2021 |
2020 |
2022 |
2021 |
2020 |
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Summary Compensation Table Total |
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Less: Reported Fair Value of Equity Awards(a) |
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Add: Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year(b) |
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Add: Change in FV of unvested awards(b) |
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Add: Change in FV for vested awards(b) |
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Compensation Actually Paid |
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Table reflected in footnote 4:
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Year Ended December 31, (in thousands) |
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2022 |
2021 |
2020 |
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Operating Income |
44,038 | 35,972 | 27,170 | |||||||||
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Add: Expenses Attributable to IC Plan and Non-NEO Bonus |
- | 1,504 | 3,552 | |||||||||
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Add: Acquisition-Related Expenses |
397 | 9,445 | 705 | |||||||||
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Less: Disposition of Assets Other than in the Ordinary Course of Business |
(1,092 | ) | - | - | ||||||||
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Adjusted Operating Income |
43,343 | 46,921 | 31,427 | |||||||||
No other changes are being made in the Proxy Statement.