Weyco Group Inc. filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Director
Effective February 28, 2025, Mr. Robert Feitler resigned from his position as a member of the Board of Directors (“Board”) of Weyco Group, Inc. (the “Company”). Mr. Feitler, who had been a director since 1964, served on the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee immediately prior to his resignation. Mr. Feitler’s resignation was not due to any disagreements with the Company on any matters relating to the Company’s operations, policies, or practices.
In connection with Mr. Feitler’s resignation, Mr. Feitler’s unvested stock options and restricted stock will vest on March 4, 2025, with no further restrictions.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendments to Bylaws
Effective March 4, 2025, the Company’s Board approved the following amendments to the Company’s Amended and Restated bylaws (the “Bylaws”):
| - | Article III, Section 3.01 was amended to modify the number of directors required to serve on the Company’s Board. Pursuant to the amendment, the number of directors of the Company shall be at least six (6) and no more than (8), with the specific number of directors to be determined from time to time by resolution of the Board. Previously, the bylaws called for seven directors. |
| - | Article III, Section 3.01 was amended to remove language regarding the phased declassification of the Board, which was completed in 2023. |
The Bylaws, as amended, are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed herewith:
3.1 Amended and Restated Bylaws of Weyco Group, Inc., as amended March 4, 2025
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Signature
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: March 5, 2025 | WEYCO GROUP, INC. |
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| /s/ Judy Anderson |
| Judy Anderson |
| Vice President, Chief Financial Officer and Secretary |