ROCKY BRANDS, INC.

8-K · rcky20260602_8k.htm iXBRL

0000895456

 2026-06-03
 2026-06-03

  

  

 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): June 3, 2026

 ROCKY BRANDS, INC.

 (Exact name of registrant as specified in its charter)

  

 Ohio

 001-34382

 31-1364046

 (State or other jurisdiction

 of incorporation)

 (Commission

 File Number)

 (IRS Employer

 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.)

  

  

  

 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 Section 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 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 5.07           Submission of Matters to a Vote of Security Holders.

  

 On June 3, 2026, Rocky Brands, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders. The following directors were elected by the shareholders of the Company to serve until the 2028 Annual Meeting of Shareholders according to the vote tabulation described below:

  

 Director

 Votes For

 Votes Withheld

 Broker Non-Votes

 Michael L. Finn

 5,207,939
 279,432
 1,352,955

 G. Courtney Haning

 5,228,378
 258,993
 1,352,955

 William L. Jordan

 5,395,542
 91,829
 1,352,955

 Curtis A. Loveland

 4,802,983
 684,388
 1,352,955

 Robert B. Moore, Jr.

 4,274,993
 1,212,378
 1,352,955

  

 Additionally, the shareholders also voted on and approved 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

 Broker Non-Votes

 5,323,393
 148,860
 15,118
 1,352,955

  

 Finally, the shareholders ratified the election of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, according to the vote tabulation described below:

  

 Votes For

 Votes Against

 Abstain

 Broker Non-Votes

 6,802,916
 27,072
 10,338
 0

  

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 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 5, 2026                  

  

  

 Rocky Brands, Inc.

  

 /s/ Thomas D. Robertson

 Thomas D. Robertson

 Chief Operating Officer, Chief Financial Officer and Treasurer

  

  

  

  

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