Current Report — Form 8-K Filing Table of Contents
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(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (i740) i753-1951
Not Applicable
(Former name or former address, if changed since last report.)
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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):
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Title of class
Trading symbol
Name of exchange on which registered
iCommon Stock – No Par Value
iRCKY
iNasdaq
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 i☐
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 29, 2021, Rocky Brands, Inc. (the “Company”) announced the appointment of Robyn R. Hahn to the Company’s Board of Directors (the “Board”) as a Class I director, effective April 1, 2021, to serve until the 2021 annual meeting of shareholders and until her successor is duly elected. Ms. Hahn was unanimously appointed by the Board, and the number of directors serving on the Board was increased from ten to eleven directors in connection with her appointment. The Board has also appointed Ms. Hahn to serve on the Nominating and Corporate Governance Committee and Compensation Committee of the Board effective April 1, 2021.
Ms. Hahn 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 Ms. Hahn and any other person pursuant to which she was selected as a director.
As with each of the Company’s other non-employee directors, Ms. Hahn will be entitled to receive an annual retainer of $80,000, payable 60% in cash and 40% in stock grants, payable quarterly on the first day of each calendar quarter, commencing April 1, 2021.
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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.
