ROCKY BRANDS, INC.
For the period ended Jun 3, 2025. Filed Apr 28, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 3, 2025 · Filed Apr 28, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Under Rule 14a-12 |
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Rocky Brands, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|
| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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ROCKY BRANDS, INC.
April 28, 2025
Dear Shareholder:
I am pleased to invite you to the Annual Meeting of Shareholders of Rocky Brands, Inc. to be held on Tuesday, June 3, 2025, at 3:00 p.m., local time, at the Ohio University Inn & Conference Center, located at 331 Richland Avenue, Athens, Ohio, 45701.
At the annual meeting, you will be asked to (i) elect Jason Brooks, Robyn R. Hahn, Dwight E. Smith and Tracie A. Winbigler for two-year terms as Class I Directors; (ii) approve, on an advisory non-binding basis, the compensation of our named executive officers; (iii) ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and (iv) transact any other business which may properly come before the meeting or any adjournment thereof. A copy of the proxy statement and the proxy card are enclosed.
It is very important that your shares are represented and voted at the meeting whether or not you plan to attend. Accordingly, please sign, date and return your proxy card in the enclosed envelope at your earliest convenience. We encourage you to vote over the internet, by telephone or by submitting your proxy by mail. If you are a shareholder of record and attend the meeting, you may vote in person if you wish, and your proxy will not be used.
Your interest and participation in the affairs of the Company are greatly appreciated. Thank you for your continued support.
Sincerely,
Jason Brooks
Chairman of the Board, President and Chief Executive Officer
ROCKY BRANDS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 28, 2025
To Our Shareholders:
The Annual Meeting of Shareholders of Rocky Brands, Inc. will be held at the Ohio University Inn & Conference Center located at 331 Richland Avenue, Athens, Ohio, 45701 on Tuesday, June 3, 2025, at 3:00 p.m. local time for the following purposes:
| 1. | To elect four Class I Directors of the Company, each to serve for a two-year term expiring at the 2027 Annual Meeting of Shareholders. |
| 2. | To hold an advisory vote relating to the compensation of our named executive officers. |
| 3. | To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. |
| 4. | To transact any other business which may properly come before the meeting or any adjournment thereof. |
Owners of record of common stock of the Company at the close of business on April 14, 2025, will be entitled to vote at the meeting.
Directors and officers of the Company and representatives of its independent registered public accounting firm will be present to answer your questions and to discuss its business.
We urge you to execute and return the enclosed proxy, or vote electronically over the Internet or by telephone, as soon as possible so that your shares may be voted in accordance with your wishes. Please refer to the proxy card enclosed for information on voting electronically or by telephone. If you attend the meeting, you may vote in person if you are a shareholder of record or authorized by a shareholder of record, and your proxy will not be used.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June 3, 2025: ** **
The proxy statement and annual report to security holders are available atwww.edocumentview.com/RCKY**.**
By Order of the Board of Directors,
Jeremy D. Siegfried
Secretary
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.