Current Report Filing (8-k)

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): September 5, 2019

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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 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.)

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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))



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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 5, 2019, Rocky Brands, Inc. (the "Company") announced the election of Tracie A. Winbigler to the Company’s Board of Directors (the "Board") as a Class I Director, effective October 1, 2019, to serve until the 2020 annual meeting of shareholders and until her successor is duly elected. Ms. Winbigler was unanimously elected by the Board to fill the vacancy in Class I of the Company’s Board created by the resignation of Harley E. Rouda, Jr. from his position as a Class I Director effective December 31, 2018. The Board has also appointed Ms. Winbigler to serve on the Audit Committee of the Board effective October 1, 2019.

Ms. Winbigler does not have any direct or indirect material interest in any transaction with the Company required to be disclosed pursuant to Item 404(a) of Regulation S-K. There is no arrangement or understanding between Ms. Winbigler and any other person pursuant to which she was selected as a director.

As with each of the Company’s other non-employee directors, Ms. Winbigler will be entitled to receive an annual retainer of $75,000, payable 60% in cash and 40% in stock grants, payable quarterly on the first day of each calendar quarter, commencing October 1, 2019.

A press release announcing the election of Ms. Winbigler is attached hereto as Exhibit 99 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit 99*		Press Release, dated September 5, 2019, entitled "Rocky Brands, Inc. Appoints Tracie A. Winbigler to Board of Directors.”

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: September 5, 2019