Rocky Brands (RCKY) shareholders elect directors and ratify Deloitte as 2026 auditor

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Rocky Brands, Inc. reported the results of its 2026 Annual Meeting of Shareholders held on June 3, 2026. Shareholders elected five directors — Michael L. Finn, G. Courtney Haning, William L. Jordan, Curtis A. Loveland and Robert B. Moore, Jr. — to serve until the 2028 Annual Meeting.

Shareholders also approved, on an advisory and nonbinding basis, the compensation of the company’s named executive officers, with 5,323,393 votes for and 148,860 votes against. In addition, they ratified the selection of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 6,802,916 votes for and 27,072 against.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for William L. Jordan: 5,395,542 votes Votes for Michael L. Finn: 5,207,939 votes Say-on-pay votes for: 5,323,393 votes +4 more

7 metrics

Votes for William L. Jordan 5,395,542 votes Director election at 2026 Annual Meeting

Votes for Michael L. Finn 5,207,939 votes Director election at 2026 Annual Meeting

Say-on-pay votes for 5,323,393 votes Advisory approval of executive compensation

Say-on-pay votes against 148,860 votes Advisory approval of executive compensation

Auditor ratification votes for 6,802,916 votes Ratification of Deloitte & Touche LLP for 2026

Auditor ratification votes against 27,072 votes Ratification of Deloitte & Touche LLP for 2026

Broker non-votes on say-on-pay 1,352,955 votes Advisory executive compensation item

Key Terms

Broker Non-Votes, advisory, nonbinding basis, independent registered public accounting firm, Emerging growth company, +1 more

5 terms

Broker Non-Votes financial

"Director | Votes For | Votes Withheld | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory, nonbinding basis financial

"voted on and approved on an advisory, nonbinding basis, the compensation"

independent registered public accounting firm financial

"ratified the election of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Annual Meeting of Shareholders financial

"held its 2026 Annual Meeting of Shareholders"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

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Understanding 8-K Material Events →

06/05/2026 - 09:21 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): June 3, 2026

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.)

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))

Securities registered pursuant to Section 12(b) of the Act:

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 5.07 Submission of Matters to a Vote of Security Holders.

On June 3, 2026, Rocky Brands, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders. The following directors were elected by the shareholders of the Company to serve until the 2028 Annual Meeting of Shareholders according to the vote tabulation described below:

Director	Votes For	Votes Withheld	Broker Non-Votes
Michael L. Finn	5,207,939	279,432	1,352,955
G. Courtney Haning	5,228,378	258,993	1,352,955
William L. Jordan	5,395,542	91,829	1,352,955
Curtis A. Loveland	4,802,983	684,388	1,352,955
Robert B. Moore, Jr.	4,274,993	1,212,378	1,352,955

Additionally, 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

Finally, 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

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: June 5, 2026

Rocky Brands, Inc.

/s/ Thomas D. Robertson

Thomas D. Robertson

Chief Operating Officer, Chief Financial Officer and Treasurer

Source: View Original Filing on SEC EDGAR

FAQ

What did Rocky Brands (RCKY) shareholders decide at the 2026 annual meeting?

Shareholders elected five directors to serve until the 2028 annual meeting, approved executive compensation on an advisory basis, and ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending December 31, 2026.

Which directors were elected at Rocky Brands (RCKY) 2026 shareholder meeting?

Shareholders elected Michael L. Finn, G. Courtney Haning, William L. Jordan, Curtis A. Loveland, and Robert B. Moore, Jr. Each will serve as a director until the 2028 Annual Meeting of Shareholders, based on the reported vote totals.

How did Rocky Brands (RCKY) shareholders vote on executive compensation in 2026?

Shareholders approved the compensation of named executive officers on an advisory, nonbinding basis, with 5,323,393 votes for, 148,860 votes against, 15,118 abstentions, and 1,352,955 broker non-votes reported in the results.

Which audit firm did Rocky Brands (RCKY) shareholders ratify for 2026?

Shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 6,802,916 votes for, 27,072 against and 10,338 abstentions recorded.

What were the approximate vote levels for Rocky Brands (RCKY) director elections?

Vote support for individual directors ranged from 4,274,993 to 5,395,542 votes for, with broker non-votes of 1,352,955 recorded for each nominee, reflecting the shares not entitled or instructed to vote on director elections.

Did Rocky Brands (RCKY) 2026 annual meeting include broker non-votes?

Yes. The report shows 1,352,955 broker non-votes for the director elections and the advisory executive compensation vote, while the auditor ratification item recorded no broker non-votes and instead listed only votes for, against and abstaining.

Filing Exhibits & Attachments

4 documents