Rocky Brands Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Re-elect Michael L. Finn, G. Courtney Haning, William L. Jordan, Curtis A. Loveland, and Robert B. Moore, Jr. as Class II Directors for two-year terms (terms expiring at the 2028 Annual Meeting).

2. 2

   Advisory Vote on the Compensation Paid to Named Executive Officers

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (say-on-pay).

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote to approve the compensation paid to the Company's named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative. Management seeks shareholder approval to validate its compensation philosophy and program, which the Compensation Committee designed to attract and retain executives, align pay with performance, and motivate delivery of the Company’s strategic objectives. The Company states that it uses a mix of base salary, non-equity incentive compensation tied to adjusted operating income, and long-term equity compensation (restricted stock units) to align executives’ interests with shareholders. The Board points out that the Company held and considered a prior advisory vote on frequency and will hold annual say-on-pay votes going forward, and that the vote is advisory — not binding — but will be considered by the Board and Compensation Committee when setting future compensation. Management emphasizes pay-for-performance features (IC payouts tied to adjusted operating income thresholds and equity awards vesting over multi-year periods) and notes prior shareholder support for the compensation program. Investors considering this item should weigh the non-binding nature of the vote, the specific performance metrics and their difficulty, the Company’s disclosure (including pay ratio and pay-versus-performance tables), and how compensation outcomes correlated with financial results in recent years. A vote in favor signals support for management’s approach; a vote against would be a signal to the Board and Compensation Committee to re-evaluate elements of executive pay. The Board recommends a vote FOR the proposal, citing alignment with shareholder value creation and the design and outcomes of the Company’s compensation programs.

3. 3

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Board’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

4. 4

   Other Business

   Management

   To transact any other business which may properly come before the meeting or any adjournment thereof.

   More detail

   This catch-all item gives the proxies discretion to vote on any additional matters properly presented at the meeting that are not specifically described in the proxy materials. It is a routine procedural item intended to allow the meeting to address unforeseen or procedural matters, but its substance can vary and, in some instances, could include substantive proposals presented at the meeting (e.g., shareholder proposals not included in the proxy). The company’s proxy statement does not provide a specific recommendation for this item; instead, the proxy confers discretion to the persons named on the proxy to vote on such matters in their judgment. Shareholders who prefer to retain control over potential unexpected proposals should attend the meeting and vote in person, or submit specific instructions on the proxy if the brokerage/record holder voting process allows. From a governance risk perspective, the absence of a board recommendation means outcomes are less predictable and may depend on broker voting rules (including whether brokers may exercise discretionary authority) and the composition of votes at the meeting. Historically, truly substantive items are disclosed in advance; however, shareholders should remain aware that ad hoc matters could arise and that the Board’s decision to permit discretionary proxy voting on such matters may affect how these matters are resolved. The Board’s practice of recommending votes on identified proposals but leaving other business to proxy discretion is common and intended to ensure orderly conduct of the meeting.

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When is the Rocky Brands Inc 2026 annual meeting?

Rocky Brands Inc (RCKY) holds its 2026 annual shareholder meeting on Wednesday, June 3, 2026.

What is the record date for the Rocky Brands Inc 2026 meeting?

The record date for the Rocky Brands Inc 2026 meeting is Tuesday, April 14, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Rocky Brands Inc's 2026 meeting?

The board is presenting 5 director nominees at the Rocky Brands Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Rocky Brands Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Rocky Brands Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.