Rocky Brands Inc

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.

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.