8-K
Weyco Group Inc (WEYS)
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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): May 7, 2024
WEYCO GROUP, INC.
(Exact name of registrant as specified in its charter)
| Wisconsin | 0-9068 | 39-0702200 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
| <br><br><br><br> | |
|---|---|
| 333 W. Estabrook Blvd.<br><br>P. O. Box 1188<br><br>Milwaukee, WI | 53201 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (414) 908-1600
(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:
| ☐ | 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 240.13a-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock - $1.00 par value per share | WEYS | The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 |
|---|
Weyco Group, Inc. 2024 Incentive Plan
At the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) of Weyco Group, Inc. (the “Company”), the Company’s shareholders approved the Weyco Group, Inc. 2024 Incentive Plan (the “2024 Plan”). The 2024 Plan is a stock and cash-based incentive plan, and includes provisions by which the Company may grant directors, officers, and other salaried employees stock options, restricted stock, restricted stock units, performance shares, and cash incentive awards, as described in the Company’s Definitive Proxy Statement for the 2024 Annual Meeting (the “Proxy Statement”).
The full text of the 2024 Plan was included as Appendix A to the Proxy Statement, which was filed with the Securities and Exchange Commission on April 5, 2024, and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
|---|
The Company held its 2024 Annual Meeting on May 7, 2024. There were 9,507,265 outstanding shares eligible to vote as of March 15, 2024, the record date for the 2024 Annual Meeting. At the meeting, the following actions were taken:
(i)The shareholders elected seven directors to the Company’s Board of Directors for terms expiring at the Annual Meeting in the year 2025. The directors elected, as well as the number of votes cast for, votes withheld and broker non-votes for each individual are set forth below:
| | | | | | |
|---|---|---|---|---|---|
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | ||
| Tina Chang | 7,040,468 | 762,658 | 843,864 | ||
| Robert Feitler | 7,109,986 | 693,140 | 843,864 | ||
| John W. Florsheim | 7,676,919 | 126,207 | 843,864 | ||
| Thomas W. Florsheim | 7,571,922 | 231,204 | 843,864 | ||
| Thomas W. Florsheim, Jr. | 7,764,179 | 38,947 | 843,864 | ||
| Cory L. Nettles | 7,182,083 | 621,043 | 843,864 | ||
| Frederick P. Stratton, Jr. | 7,168,611 | 634,515 | 843,864 |
(ii)The shareholders approved a proposal to ratify the Audit Committee’s appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024, with the following votes:
| | | |
|---|---|---|
| | Amount | |
| Votes for approval: | 8,498,692 | |
| Votes against: | 145,049 | |
| Abstentions: | 3,249 | |
| Broker Non-Votes: | - | |
(iii)The Weyco Group, Inc. 2024 Incentive Plan was approved by the shareholders with the following votes:
| | | |
|---|---|---|
| | Amount | |
| Votes for approval: | 6,454,990 | |
| Votes against: | 1,341,162 | |
| Abstentions: | 6,974 | |
| Broker Non-Votes: | 843,864 | |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
104
Cover Page Interactive Data File (formatted as inline XBRL).
* * * * *
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: May 10, 2024 | WEYCO GROUP, INC. |
|---|---|
| /s/ Judy Anderson | |
| Judy Anderson | |
| Vice President, Chief Financial Officer and Secretary |