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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): December 7, 2023
 

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))
 
         
         
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 (§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
 
(a)          Resignation and Retirement of Mike Brooks
 
On December 7, 2023, Mike Brooks provided the Board of Directors (the “Board”) of Rocky Brands, Inc. (the “Company”) with notice of his resignation and retirement from his position as a Class I director of the Company, effective as of December 31, 2023. Mr. Brooks’ resignation was not due to a disagreement with the Company. The Board recognized Mike Brooks’ years of service to the Company before accepting his resignation and eliminating the directorship left vacant by Mr. Brooks, reducing the size of the Board to a total of nine (9) members. The Board highlighted that Mike Brooks had served on the Company’s Board of Directors since 1992, and he served as Chairman of the Board from January 2005 to May 2021. Mr. Brooks had a distinguished career with the Company serving as Chief Executive Officer from January 2005 until July 2011 and from September 2016 until May 2017. Prior to that, he served as President and Chief Executive Officer of the Company from August 1991 to January 2005.
 
 

 
 
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: December 8, 2023
 
   
 
Rocky Brands, Inc.
   
 
/s/ Thomas Robertson
 
Thomas Robertson
 
Chief Operating Officer, Chief Financial Officer, and Treasurer