UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
20
, 201
9
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ROCKY BRANDS, INC.
(Exact name of registrant as specified in its charter)
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Ohio
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001-34382
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31-1364046
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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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Securities registered pursuant to 12(b) of the Act:
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Title of class
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Trading symbol
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Name of exchange on which registered
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Common Stock – No Par Value
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RCKY
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Nasdaq
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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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 (
17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (
17 CFR
§240.12b-2).
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.
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Item 5.07
Submission of Matters to a Vote of Security Holders.
On May
20
, 201
9
, Rocky Brands, Inc. (the “
C
ompany”)
held its
201
9
A
nnual
M
eeting of
S
hareholders. The following directors were elected
to serve until the 202
1
Annual Meeting of Shareholders
according to the vote tabulation described below:
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Director
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Votes For
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Votes Withheld
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Non
-
Votes
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Mike Brooks
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4,685,474
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625,867
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1,406,039
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Jason Brooks
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5,022,127
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289,214
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1,406,039
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Glenn E. Corlett
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4,888,438
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422,903
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1,406,039
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James L. Stewart
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4,200,331
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1,111,010
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1,406,039
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The shareholders voted on a resolution to approve on an advisory, nonbinding basis
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the compensation of the Company’s named executive officers according to the vote tabulation described below:
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Votes For
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Votes Against
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Abstain
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Non
-
Votes
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5,125,561
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121,958
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63,822
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1,406,039
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Finally, the shareholders ratified the selection of Schneider Downs & Co., Inc. as the Company’s independent registered public accounting firm for the fisc
al year ending December 31, 201
9
,
according to the vote tabulation described below:
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Votes For
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Votes Against
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Abstain
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Non
-
Votes
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6,621,314
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39,861
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56,205
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0
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Item 8.01
Other Events.
The Company issued a press release
on
May
2
1
, 201
9
announcing a $0.0
2
increase of its quarterly dividend to $0.1
4
per share of outstanding common stock. The increased dividend will be payable on June 1
7
, 201
9
to shareholders of record as of
the close of business
June 3
, 201
9
. The press release announcing the increase in the quarterly cash dividend
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 May 21, 2019, entitled “Rocky Brands Declares Increase in Quarterly Cash Dividend”.
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: May
21,
201
9
Rocky Brands, Inc.
/s/ Thomas D. Robertson
Thomas D. Robertson
Executive
Vice President,
Chief Financial Officer
, and Treasurer