false 0000895456 0000895456 2023-06-07 2023-06-07

 

 

 

 

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

(Exact name of registrant as specified in its charter)

 

 

39 East Canal Street, Nelsonville, Ohio 45764

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (740) 753-1951

 

(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):

 

 

Securities registered pursuant to 12(b) of the Act:

 

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. ☐

 

 

 

On June 7, 2023, Rocky Brands, Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders. The following directors were elected to serve until the 2025 Annual Meeting of Shareholders according to the vote tabulation described below:

 

 

Additionally, the shareholders voted on a resolution to approve on an advisory, non-binding basis the frequency of voting on the compensation of the Company’s named executive officers according to the vote tabulation described below:

 

 

In response to the above voting results and other considerations, the Board of Directors of the Company determined that the Company will hold an advisory vote on named executive officer compensation on an annual basis. The Company will continue to include an advisory, non-binding vote on executive compensation in its proxy materials pursuant to Section 14A of the Exchange Act every year until the next advisory vote on the frequency of advisory votes on executive compensation, which will occur no later than the Company’s 2029 Annual Meeting of Shareholders.

 

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:

 

 

Finally, the shareholders ratified the selection of Schneider Downs & Co., Inc. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, according to the vote tabulation described below:

 

 

 

 

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.