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NASDAQ: RCKY ROCKY BRANDS, INC. 8-K

Rocky Brands shareholders approve director slate, executive pay, and auditor at 2026 annual meeting

Filed June 5, 2026 · Period ending June 3, 2026 · ~1 min read

3 key changes 1 section

Key Changes

  • low

    Five directors elected to two-year terms through 2028, with William Jordan receiving highest support (5.4M votes) and Robert Moore receiving most withheld votes (1.2M).

  • low

    Executive compensation approved with 97.3% shareholder support in advisory say-on-pay vote, indicating satisfaction with current pay practices.

  • low

    Deloitte & Touche ratified as independent auditor for fiscal 2026 with 99.5% approval, maintaining continuity in external audit relationship.

Summary

Rocky Brands held its 2026 Annual Meeting on June 3, where shareholders voted on routine governance matters. All five director nominees were elected to serve two-year terms, with strong majority support across the board.

The company's executive compensation program received overwhelming approval in the advisory say-on-pay vote, and shareholders ratified the appointment of Deloitte as the company's auditor for the current fiscal year. For retail investors, this filing represents standard annual meeting business with no material changes to company operations or strategy.

The strong support for executive compensation and the auditor ratification suggest shareholders are generally satisfied with management and oversight. The vote results show no signs of shareholder activism or governance concerns. Investors should watch for the company's proxy statement details on executive compensation structure and any changes to board composition or committee assignments that may be disclosed in subsequent filings. The next material disclosure will likely be quarterly earnings results.

Section-by-Section Diff

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~300 words

Rocky Brands held its 2026 Annual Meeting, electing five directors, approving executive compensation, and ratifying Deloitte as auditor.

2 Added
Show 2 minor / wording changes
Added Say-on-pay vote low

Added in current filing · verify on EDGAR →

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

Shareholders approved executive compensation on an advisory basis with 97.3% support (5,323,393 votes for versus 148,860 against). This nonbinding vote indicates shareholder satisfaction with the company's executive pay practices.

Added Auditor ratification low

Added in current filing · verify on EDGAR →

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

Shareholders ratified Deloitte & Touche LLP as the independent auditor for fiscal 2026 with 99.5% approval (6,802,916 votes for versus 27,072 against). This represents continuity in the company's external audit relationship.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 8, 2026 · How we verify