ROCKY BRANDS, INC. — Proxy Solicitation & Information Statement 2018

May 9, 2018

DEFA14A 1 rcky-20180509xdefa14a.htm DEFA14A HTML document created with Certent Disclosure Management 6.17.0.2 Created on: 5/9/2018 4:04:46 PM 2018 RCKY Proxy Report - Additional Material


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Under Rule 14a-12

Rocky Brands, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 .

(1) Title of each class of securitie s to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

☐ Fee paid previously with preliminary materials.

☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No . :

(3) Filing Party:

(4) Date Filed:

ROCKY BRANDS, INC.

39 East Canal Street

Nelsonville, Ohio 45764

PROXY STATEMENT SUPPLEMENT FOR THE

201 8 ANNUAL MEETING OF SHARE HOLDERS

TO BE HELD ON MAY 16 , 201 8

The following information relat es to the proxy statement (the “ Proxy Statement ” ) of Rocky Brands , Inc. (the “ Company ” ), dated April 1 6 , 201 8 , furnished to share holders of the Company in connection with the solicitation of proxies by the Board of Directors of the Company for the 201 8 Annual Meeting of S hare holders and any adjournmen t or postponement thereof . All capitalized terms used in this supplement to the Proxy Statem ent (the “ Supplement ” ) and not otherwise defined herein have the meaning ascribed to them in the Proxy Statement. This information is in addition to the information required to be provided to the Company ’ s share holders under the applicable proxy disclosure rules as set forth in the Proxy Statement. This Supplement should be read in conjunction with the Proxy Statement.

This Supplement is filed solely to correct a n inadvertent clerical error in the Proxy Statement. After filing the Proxy Statement, the Company discovered that, on page 43 of the Proxy Statement under the heading “CEO Pay Ratio , ” the Company h ad inadvertently stated that it estimated the CEO’s annual total compensation was approximately 24 times that of our median employee, instead of the correct ratio of approximately 43 times that of our median employee. No other changes are being made in the Proxy Statement.