8-K - RCKY - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 18, 2020

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ROCKY BRANDS, INC.

(Exact name of registrant as specified in its charter)

| | | | | --- | --- | --- | | Ohio | 001-34382 | 31-1364046 | | (State or other jurisdiction <br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br>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.)

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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 5.07Submission of Matters to a Vote of Security Holders.

On June 18, 2020, Rocky Brands, Inc. (the “Company”) held its 2020 Annual Meeting of Shareholders. The following directors were elected to serve until the 2022 Annual Meeting of Shareholders according to the vote tabulation described below:

| | | | | | --- | --- | --- | --- | | Director | Votes For | Votes Withheld | Non-Votes | | Michael L. Finn | 5,117,010 | 493,645 | 1,120,160 | | G. Courtney Haning | 4,562,973 | 1,047,682 | 1,120,160 | | William L. Jordan | 5,328,339 | 282,316 | 1,120,160 | | Curtis A. Loveland | 4,718,876 | 891,779 | 1,120,160 | | Robert B. Moore, Jr. | 5,222,700 | 387,955 | 1,120,160 |

The shareholders voted on a resolution to approve 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 | Non-Votes | | 5,456,537 | 111,387 | 42,731 | 1,120,160 |

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, 2020, according to the vote tabulation described below:

| | | | | | --- | --- | --- | --- | | Votes For | Votes Against | Abstain | Non-Votes | | 6,660,326 | 19,727 | 50,762 | 0 |

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 22, 2020

Rocky Brands, Inc.

/s/ Thomas D. Robertson

Thomas D. Robertson

Executive Vice President, Chief Financial Officer and Treasurer