false 0000895456 0000895456 2022-12-08 2022-12-08

 

 

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

(Exact name of registrant as specified in its charter)

 

 

39 East Canal Street, Nelsonville, Ohio 45764

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:    (740) 753-1951

 

(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):

 

 

 

 

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. ☐

 

 

 

 

 

On December 8, 2022, each of Glenn E. Corlett and James L. Stewart provided the Board of Directors (the “Board”) of Rocky Brands, Inc. (the “Company”) with notice of his intent to resign and retire from his position as a Class I director of the Company, effective as of December 31, 2022. Mr. Corlett’s and Mr. Stewart’s resignations were not due to a disagreement with the Company. Mr. Corlett will continue to serve as a member of the Audit Committee until the effective date of his resignation and Mr. Stewart will continue to serve as a member of the Compensation Committee until the effective date of his resignation.

 

 

On December 8, 2022, the Company announced the appointment of Dwight E. Smith to the Board as a Class I director, effective January 1, 2023, to serve until the 2023 annual meeting of shareholders and until his successor is duly elected. Mr. Smith was unanimously elected by the Board, and he will fill the vacancy left by Mr. Corlett. The Board also acted to decrease the size of the Board from eleven to ten directors, effective as of January 1, 2023 in connection with the resignations and retirements of Messrs. Corlett and Stewart. The Board also appointed Mr. Smith to serve on the Audit Committee and Compensation Committee of the Board effective January 1, 2023.

 

Mr. Smith 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 Mr. Smith and any other person pursuant to which he was selected as a director.

 

As with each of the Company’s other non-employee directors, Mr. Smith will be entitled to receive an annual retainer of $120,000, payable 60% in stock grants and 40% in cash, payable quarterly on the first day of each calendar quarter, commencing January 1, 2023.

 

A press release announcing the election of Mr. Smith and the resignations and retirements of Messrs. Corlett and Stewart is attached hereto as Exhibit 99 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

 

 

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: December 9, 2022