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    Rocky Brands Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    6/4/25 5:02:28 PM ET
    $RCKY
    Shoe Manufacturing
    Consumer Discretionary
    Get the next $RCKY alert in real time by email
    rcky20250603_8k.htm
    false 0000895456 0000895456 2025-06-03 2025-06-03
    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): June 3, 2025
     

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

     
     
    Item 5.07         Submission of Matters to a Vote of Security Holders.
     
    On June 3, 2025, Rocky Brands, Inc. (the “Company”) held its 2025 Annual Meeting of Shareholders. The following directors were elected to serve until the 2027 Annual Meeting of Shareholders according to the vote tabulation described below:
     
    Director
    Votes For
    Votes Withheld
    Broker Non-Votes
    Jason Brooks
    4,649,038 110,611 1,598,668
       Robyn R. Hahn 4,570,567 188,992 1,598,668
       Dwight E. Smith 4,716,771 42,878 1,598,668
    Tracie A. Winbigler
    4,707,109 52,540 1,598,668
     
    Additionally, 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:
     
    Votes For
    Votes Against
    Abstain
    Broker Non-Votes
    4,289,826
    412,137
    57,685
    1,598,668
     
    Finally, the shareholders ratified the election of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, according to the vote tabulation described below:
     
    Votes For
    Votes Against
    Abstain
    Broker Non-Votes
    6,302,517
    49,781
    6,019
    0
     
    2
     
     
    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: June 4, 2025                  
     
    Rocky Brands, Inc.
     
    /s/ Thomas D. Robertson
    Thomas D. Robertson
    Chief Operating Officer, Chief Financial Officer and Treasurer
     
    3
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