Rocky Brands, Inc. Files DEF 14A for Annual Meeting

TL;DR

<b>Rocky Brands, Inc. (RCKY) has filed its DEF 14A, detailing information for its upcoming annual meeting.</b>

AI Summary

ROCKY BRANDS, INC. (RCKY) filed a Proxy Statement (DEF 14A) with the SEC on April 29, 2024. Rocky Brands, Inc. (RCKY) filed a DEF 14A form on April 29, 2024. The filing pertains to the company's annual meeting, with a report period ending June 5, 2024. The company's principal executive offices are located at 39 East Canal Street, Nelsonville, OH. Rocky Brands, Inc. was formerly known as Rocky Shoes & Boots Inc. The SIC code for the company is 3140 (Footwear, No Rubber).

Why It Matters

For investors and stakeholders tracking ROCKY BRANDS, INC., this filing contains several important signals. This DEF 14A filing is crucial for shareholders as it outlines the agenda for the annual meeting, including any proposals to be voted on, director nominations, and executive compensation details. Understanding the information within this filing allows investors to make informed decisions regarding their proxy votes and engagement with the company's governance.

Risk Assessment

Risk Level: low — ROCKY BRANDS, INC. shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate governance procedures rather than immediate financial or operational concerns.

Analyst Insight

Review the proxy materials for details on executive compensation and any shareholder proposals to inform voting decisions.

Key Numbers

• 3140 — SIC Code (Standard Industrial Classification for Footwear, (No Rubber))
• 19950706 — Name Change Date (Date of former company name change to Rocky Brands, Inc.)

Key Players & Entities

• ROCKY BRANDS, INC. (company) — Filer name
• RCKY (company) — Ticker symbol
• DEF 14A (filing) — Form type
• 2024-04-29 (date) — Filing date
• 2024-06-05 (date) — Report period end date
• 39 EAST CANAL STREET (address) — Company business address
• NELSONVILLE (location) — Company city
• OH (location) — Company state

FAQ

Industry Context

Rocky Brands, Inc. operates within the footwear industry, specifically focusing on the manufacturing and marketing of outdoor and work footwear.

Regulatory Implications

As a publicly traded company, Rocky Brands is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for shareholder meetings.

What Investors Should Do

1. Review the full DEF 14A filing for specific details on director nominees and executive compensation.
2. Examine any shareholder proposals or voting matters presented in the proxy statement.
3. Note the company's fiscal year end (December 31) for context on financial reporting cycles.

Key Dates

• 2024-04-29: Filing Date — Submission of the DEF 14A document.
• 2024-06-05: Report Period End Date — The period for which the proxy statement is reporting.

Glossary

DEF 14A

Definitive Proxy Statement (A filing required by the SEC when a company is soliciting proxies from shareholders for an annual or special meeting.)

SIC Code

Standard Industrial Classification Code (Used to classify industries and businesses, here indicating Rocky Brands' focus on footwear.)

Year-Over-Year Comparison

This filing is a DEF 14A, which is a standard disclosure for annual meetings and does not represent a change from previous filings of this type.

Filing Documents

• rcky20240305_def14a.htm (DEF 14A) — 1417KB
• capvaoi.jpg (GRAPHIC) — 34KB
• capvni.jpg (GRAPHIC) — 30KB
• capvtsr.jpg (GRAPHIC) — 33KB
• card01.jpg (GRAPHIC) — 173KB
• image01.jpg (GRAPHIC) — 13KB
• image02.jpg (GRAPHIC) — 13KB
• proxycard.jpg (GRAPHIC) — 117KB
• 0001437749-24-013522.txt (&nbsp;) — 3183KB
• rcky-20231231.xsd (EX-101.SCH) — 3KB
• rcky-20231231_def.xml (EX-101.DEF) — 2KB
• rcky-20231231_lab.xml (EX-101.LAB) — 2KB
• rcky-20231231_pre.xml (EX-101.PRE) — 1KB
• rcky20240305_def14a_htm.xml (XML) — 169KB

Executive Compensation

Executive Compensation 16 Compensation Discussion and Analysis 16 Summary Compensation Table for Fiscal Year 2023 22 Grants of Plan-Based Awards Table for Fiscal Year 2023 23 Outstanding Equity Awards at Fiscal Year-End Table 2023 Year-End 24 2023 Option Exercises and Stock Vested Table 25 Non-Qualified Deferred Compensation 25 Pay Ratio Disclosure 26 Pay-Versus-Performance Table 27 Agreements with NEOs and Potential Payments Upon Termination or Change in Control 30 Compensation of Directors for Fiscal Year 2023 34 Equity Compensation Plan Information 35 Report of the Compensation Committee of the Board of Directors 35 Compensation Committee Interlocks and Insider Participation 36 Transactions with Related Persons 37 Report of the Audit Committee of the Board of Directors 37 Proposal 3 – Approval of Rocky Brands, Inc. 2024 Omnibus Incentive Plan 38 Proposal 4 – Ratification of Independent Registered Public Accounting Firm 45 Fees of the Independent Registered Public Accounting Firm 46 Delinquent Section 16(a) Reports 46 Proposals by Shareholders for 2025 Annual Meeting 46 Other Matters 48 Exhibit A – Rocky Brands, Inc. 2024 Omnibus Incentive Plan Table of Contents R OCKY B RANDS , I NC . 39 East Canal Street Nelsonville, Ohio 45764 PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS June 5, 2024 This proxy statement is furnished to the shareholders of Rocky Brands, Inc. (throughout the proxy statement the terms "Company," "we" and "our" refer to Rocky Brands, Inc.) in connection with the solicitation of proxies to be used in voting at the Annual Meeting of Shareholders to be held on June 5, 2024, and at any adjournment thereof. The enclosed proxy is solicited by the Board of Directors of the Company. We began mailing this proxy statement to the Company's shareholders on approximately April 29, 2024. The Company will bear the cost of the solicitation of proxies, including the

: Gender Identity

Part I: Gender Identity Directors 7 2 - -

: Demographic Background

Part II: Demographic Background African American or Black 1 - - - Alaska Native or Native American - - - - Asian - - - - Hispanic or Latino - - - - Native Hawaiian or Pacific Islander - - - - White 6 2 - - Two or More Races or Ethnicities LGBTQ+ - - - - Did Not Disclose Demographic Background - - - - 4 Table of Contents BOARD EXPERIENCE AND QUALIFICATIONS The following information is provided for each director and each person nominated for election as a director, and includes descriptions of their specific experience, qualifications, attributes and skills that led to the conclusion that they should serve on the Board of Directors. Michael L. Finn has served as Chairman of Power Distributors, LLC, a wholesale distributor of outdoor power equipment in Columbus, Ohio, since 2014, and President of Chesapeake Realty Co., a real estate development and management company in Columbus, Ohio, since 1970. Prior to that, he served as President of Central Power Systems, the predecessor of Power Distributors, LLC, from 1985 until 2014. Mr. Finn has also served as Chairman of the Board of Directors of Power Source Canada, a Canadian corporation that markets and distributes outdoor power equipment, since 2004. Mr. Finn's board member experience, operations and management experience in retail and distribution, and business management experience, including his service as a president of both a distribution company and a real estate development company, qualify him to continue serving as a member of the Board of Directors. G. Courtney Haning has served on the Company's Board of Directors since 2004 and as Lead Independent Director since May 2021. Mr. Haning served as an independent director of both Peoples National Bancshares, Inc., a bank holding company, and People's State Bank of New Lexington, Ohio, from 2017 to January 2024. Prior to that, Mr. Haning served as Chairman and Chief Executive Officer of Peoples National BancShares Inc.

View Full Filing

View this DEF 14A filing on SEC EDGAR