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ROCKY BRANDS, INC. FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

May 12, 2014



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

On May 7, 2014, at the 2014 annual meeting of shareholders of Rocky Brands, Inc. (the "Company"), the Company's shareholders approved the 2014 Omnibus Incentive Plan (the "2014 Plan"). The 2014 Plan provides for grants of incentive and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, cash-based awards, and other stock-based awards. Additional details about the 2014 Plan are set forth in the Company's definitive proxy statement dated April 7, 2014.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 7, 2014, the Company held its annual meeting of shareholders. The following directors were elected at the meeting according to the vote tabulation described below:

Director Votes For Votes Withheld Non Votes



J. Patrick Campbell 2,635,310 2,027,687 1,957,923 Michael L. Finn 2,123,630 2,296,367 1,957,923 G. Courtney Haning 2,367,491 2,025,506 1,957,923 Curtis A. Loveland 2,366,298 2,026,699 1,957,923 David N. Sharp 2,366,406 2,026,591 1,957,923

The shareholders voted on a resolution to approve 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 Non Votes 4,172,391 91,439 129,167 1,957,923



The shareholders approved the 2014 Plan according to the vote tabulation described below:

Votes For Votes Against Abstain Non Votes 4,017,935 322,602 52,460 1,957,923



Finally, the shareholders ratified the selection of Schneider Downs & Co., Inc. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014, according to the vote tabulation described below:

Votes For Votes Against Abstain Non Votes 6,254,847 58,571 37,502 0 2



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Exhibit No. Description 10.1 The Company's 2014 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Company's proxy statement for the 2014 annual meeting of shareholders dated April 7, 2014). 3


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Source: Edgar Glimpses


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