WEYCO GROUP INC — Proxy Solicitation & Information Statement 2008

Mar 26, 2008

DEF 14A 1 c24932ddef14a.htm DEFINITIVE PROXY STATEMENT def14a PAGEBREAK

Table of Contents

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. —)

Filed by the Registrant þ Filed by a Party other than the Registrant

Check the appropriate box:

o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-12

Weyco Group, Inc.

(Name of Registrant as Specified in Its Charter)

Filed by Registrant

(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

þ	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.
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Exchange Act Rule O-11 (Set forth the amount on which the filing fee is
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o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset provided by Exchange Act Rule O-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
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	2)	Form Schedule or Registration Statement No.:
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Glendale, Wisconsin

Notice of

ANNUAL MEETING OF SHAREHOLDERS

To be Held April 29, 2008

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of WEYCO GROUP, INC., a Wisconsin corporation (hereinafter called the “Company”), will be held at the general offices of the Company, 333 West Estabrook Boulevard, Glendale, Wisconsin 53212, on Tuesday, April 29, 2008 at 10:00 A. M. (Central Daylight Time), for the following purposes:

1. To elect two members to the Board of Directors; and

2. To consider and transact any other business that properly may come before the meeting or any adjournment thereof.

The Board of Directors has fixed February 19, 2008 as the record date for the determination of the common shareholders entitled to notice of and to vote at this annual meeting or any adjournment thereof.

The Board of Directors requests that you indicate your voting directions, sign and promptly mail the enclosed proxy for the meeting. Any proxy may be revoked at any time prior to its exercise.

By order of the Board of Directors,

JOHN F. WITTKOWSKE

Secretary

March 26, 2008

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TABLE OF CONTENTS

PROXY STATEMENT
PROXY STATEMENT
Introduction
Security Ownership of Management and Others
Election of Directors
Composition of the Board of Directors
Meetings
Director Independence
Shareholder Communications with the Board
Shareholder Recommendation or Nomination of Director Candidates
EXECUTIVE COMMITTEE
EXECUTIVE COMMITTEE
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
Code of Business Ethics
AUDIT COMMITTEE
Pre-Approval Policy
Report of Audit Committee
Audit and Non-Audit Fees
Report of Corporate Governance and Compensation Committee on Executive Compensation
Compensation Discussion and Analysis
Long-Term Incentive Plan Award Policy
Summary Compensation Table
Grants of Plan-Based Awards
Employment Contracts and Potential Payments Upon Termination or Change of Control
Outstanding Equity Awards At Fiscal Year-End
Option Exercises and Stock Vested
Pension Benefits
Director Compensation
Transactions with Related Persons
Independent Registered Public Accounting Firm
Method of Proxy Solicitation
Other Matters
Shareholder Proposals

/TOC

Table of Contents

link1 "PROXY STATEMENT"

link1 "PROXY STATEMENT"

PROXY STATEMENT

link1 "Introduction"

Introduction

The enclosed proxy is solicited by the Board of Directors of Weyco Group, Inc. for exercise at the annual meeting of shareholders to be held at the offices of the Company, 333 West Estabrook Boulevard, Glendale, Wisconsin 53212, at 10:00 A. M. (Central Daylight Time) on Tuesday, April 29, 2008, or any adjournment thereof.

Any shareholder delivering the form of proxy has the power to revoke it at any time prior to the time of the annual meeting by filing with the Secretary of the Company an instrument of revocation or a duly executed proxy bearing a later date or by attendance at the meeting and electing to vote in person by giving notice of such election to the Secretary of the Company. Proxies properly signed and returned will be voted as specified thereon. The proxy statements and the proxies are being mailed to shareholders on approximately March 26, 2008.

The Company has one class of common stock entitled to vote at the meeting — common stock with one vote per share. As of February 19, 2008, the record date for determination of the common shareholders entitled to notice of and to vote at the meeting or any adjournment thereof, there were outstanding 11,503,834 shares of common stock.

link1 "Security Ownership of Management and Others"

Security Ownership of Management and Others

The following table sets forth information, as of February 19, 2008, with respect to the beneficial ownership of the Company’s common stock by each director and nominee for director, for each of the named executive officers identified in the “Compensation Discussion and Analysis” herein and by all directors and executive officers as a group.

and Nature
of Beneficial		Percent
Ownership		of Class
(1)(2)(3)		(4)
Thomas W. Florsheim	2,568,782		22.19 %
333 W. Estabrook Blvd., Glendale, WI 53212
Thomas W. Florsheim, Jr.	1,127,152	(5)(6)	9.64 %
333 W. Estabrook Blvd., Glendale, WI 53212
John W. Florsheim	612,044		5.24 %
333 W. Estabrook Blvd., Glendale, WI 53212
John F. Wittkowske	268,000		2.28 %
Peter S. Grossman	83,400		.72 %
Robert Feitler	234,360		2.04 %
Frederick P. Stratton, Jr.	159,360		1.38 %
Cory L. Nettles	4,860		.04 %
Tina Chang	860		.01 %
All Directors and Executive Officers as a Group (9 persons including the above-named)	5,058,818		41.23 %

Notes:

| (1) | Includes the following unissued shares deemed to be
“beneficially owned” under Rule 13d-3 which may be
acquired upon the exercise of outstanding stock options: Thomas
W. Florsheim — 74,108; Thomas W. Florsheim,
Jr. — 187,258; John W. Florsheim — 187,258;
John F. Wittkowske — 240,500; Peter S.
Grossman — 57,500; All Directors and Executive
Officers as a Group — 764,624. |
| --- | --- |
| (2) | Includes the following shares of restricted stock deemed to be
“beneficially owned” under Rule 13d-3 as holders are entitled to voting rights: Thomas W.
Florsheim — 1,610; Thomas W. Florsheim,
Jr. — 7,825; John W. Florsheim — 7,825;
John F. Wittkowske — 7,825; Peter S.
Grossman — 3,800; All Directors and Executive Officers
as a Group — 34,575. |

1

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(3) The specified persons have sole voting power and sole dispositive power as to all shares indicated above, except for the following shares as to which voting and dispositive power are shared:

Thomas W. Florsheim	2,493,064
Thomas W. Florsheim, Jr.	171,896
John W. Florsheim	115,218
Peter S. Grossman	22,100
All Directors and Executive Officers as a Group	2,802,278

| (4) | Calculated on the basis of outstanding shares plus shares which
can be acquired upon exercise of outstanding stock options, by
the person or group involved. |
| --- | --- |
| (5) | These shares include 192,314 shares which he owns as sole
trustee of a trust created for Thomas W. Florsheim (his father). |
| (6) | These shares include 192,314 shares which he owns as sole
trustee of a trust created for Nancy P. Florsheim (his mother). |

The following table sets forth information, as of December 31, 2007, with respect to the beneficial ownership of the Company’s common stock by those persons, other than those reflected in the above table, believed by the Company to own beneficially more than five percent (5%) of the common stock outstanding.

Name and Address of	Amount and Nature of
Beneficial Owner	Beneficial Ownership	Percent of Class
(1) Royce & Associates, LLC
1414 Avenue of the Americas New York, New York 10019	1,080,552	9.37 %

Note:

(1) According to the Schedule 13G statement filed as a group by Royce & Associates, LLC in January 2008, Royce & Associates, LLC has sole voting and dispositive power with respect to 1,080,552 shares of common stock of the Company.

link1 "Election of Directors"

Election of Directors

A majority of the votes entitled to be cast by outstanding shares of common stock, represented in person or by proxy, will constitute a quorum at the annual meeting.

Directors are elected by a plurality of the votes cast by the holders of the Company’s common stock at a meeting at which a quorum is present. “Plurality” means that the individuals who receive the largest number of votes cast are elected as directors up to the maximum number of directors to be chosen at the meeting. Consequently, any shares not voted (whether by abstention, broker nonvote or otherwise) have no impact in the election of directors except to the extent the failure to vote for an individual results in another individual receiving a larger number of votes. Votes “against” a candidate are not given legal effect and are not counted as votes cast in an election of directors. Votes will be tabulated by an inspector at the meeting.

The persons who are nominated as directors and for whom the proxies will be voted and all continuing Directors are listed below. If any of the nominees should decline or be unable to act as a Director, which eventuality is not foreseen, the proxies will be voted with discretionary authority for a substitute nominee designated by the Board of Directors.

Thomas W. Florsheim, Jr. and John W. Florsheim are brothers, and their father is Thomas W. Florsheim. There are no other family relationships between any of the Company’s directors and executive officers.

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Nominees		Served as — Director
For Term Expiring 2011	Age	Since	Principal Occupation and Business Experience
Thomas W. Florsheim, Jr.	49	1996	Chairman and Chief Executive Officer of the Company, 2002 to
present; President and Chief Executive Officer of the Company,
1999 to 2002; President and Chief Operating Officer of the
Company, 1996 to 1999; Vice President of the Company 1988 to
1996.
Robert Feitler (1)(2)(3)	77	1964	Chairman, Executive Committee of the Company, 1996 to present;
Chairman, Corporate Governance and Compensation Committee of the
Company, 2002 to present; President and Chief Operating Officer
of the Company, 1968 to 1996; also a Director of Strattec
Security Corp. and TC Manufacturing Co.
Continuing Directors
Term Expires 2010
Tina Chang (1)(2)(3)	36	2007	Chairman of the Board and Chief Executive Officer of SysLogic,
Inc. — IT Services and Software Development, 1996 to
present; also a Director of The Private Bank.
Thomas W. Florsheim (1)	77	1964	Chairman Emeritus of the Company, 2002 to present; Chairman of
the Board, 1968 to 2002; Chief Executive Officer of the Company,
1968 to 1999.
Continuing Directors
Term Expires 2009
John W. Florsheim	44	1996	President, Chief Operating Officer and Assistant Secretary of
the Company, 2002 to present; Executive Vice President, Chief
Operating Officer and Assistant Secretary of the Company, 1999
to 2002; Executive Vice President of the Company, 1996 to 1999;
Vice President of the Company, 1994 to 1996.
Frederick P. Stratton, Jr. (1)(2)(3)	68	1976	Chairman Emeritus of Briggs & Stratton Corporation
(Manufacturer of Gasoline Engines), 2003 to present; Chairman of
the Board of Briggs & Stratton Corporation, 1986 to 2002;
Chief Executive Officer of Briggs & Stratton Corporation,
1986 to 2001; also a Director of Baird Funds, Inc., and
Wisconsin Energy Corporation and its subsidiaries, Wisconsin
Electric Power Company and Wisconsin Gas LLC.
Cory L. Nettles (1)(2)(3)	38	2005	Managing Director, Generation Growth Capital, Inc., 2007 to
present; Of Counsel, Corporate Services and Government
Relations, Quarles & Brady LLP, 2007 to present; Partner,
Corporate Services and Government Relations, Quarles &
Brady LLP, 2005 to 2007; Secretary for The Wisconsin Department
of Commerce, 2003 to 2005; also a Director of The Private Bank
and Baird Funds, Inc.

Notes:

| (1) | Member of Executive Committee, of which Mr. Feitler is
Chairman. |
| --- | --- |
| (2) | Member of Audit Committee, of which Mr. Stratton is
Chairman. |
| (3) | Member of Corporate Governance and Compensation Committee, of
which Mr. Feitler is Chairman. |

link2 "Composition of the Board of Directors"

Composition of the Board of Directors

The Board of Directors currently has seven members. The Bylaws of the Company provide that there shall be seven directors. The number of directors may be increased or decreased from time to time by amending the applicable provision of the Bylaws, but no decrease shall have the effect of shortening the term of an incumbent director.

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BEGIN PAGE WIDTH link2 "Meetings"

Meetings

The Board of Directors held four meetings during 2007. During the period in 2007 in which they served, all members of the Board of Directors attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by all committees of the Board on which they served. The Company’s policy is that its directors attend its annual meeting of shareholders. All Board members then in office attended the annual meeting of Weyco shareholders held on May 1, 2007. In accordance with rules of the NASDAQ Stock Market (NASDAQ), beginning in 2004 and at least once each year, Weyco’s independent directors had and will have regularly scheduled meetings at which only independent directors are present.

link2 "Director Independence"

Director Independence

Each year the Board reviews the relationships that each director has with the Company. Only those directors who the Board affirmatively determines have no relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and who do not have any of the categorical relationships that preclude a determination of independence under the NASDAQ listing standards, are considered to be independent directors.

In accordance with the applicable NASDAQ rules, the Board has determined that the following directors qualify as independent directors: Tina Chang, Robert Feitler, Cory L. Nettles, and Frederick P. Stratton, Jr. The Board concluded that none of these directors possessed the categorical relationships set forth in the NASDAQ standards that preclude a determination of independence, and that none of them have any other relationship that the Board believes would interfere with the exercise of their independent judgment in carrying out the responsibilities of a director. Members of the Audit Committee comprise only directors who have been determined to be independent. Because of their relationships with Weyco, Messrs. Thomas W. Florsheim, Thomas W. Florsheim, Jr. and John Florsheim have not been deemed to be independent directors.

link2 "Shareholder Communications with the Board"

Shareholder Communications with the Board

Shareholders wishing to communicate with the Board of Directors or with a particular Board member should address communications to the Board or to a particular Board member, c/o Secretary, Weyco Group, Inc., 333 West Estabrook Boulevard, Glendale, Wisconsin 53212. All communications addressed to the Board or to a particular director or committee will be relayed to that addressee. From time to time, the Board may change the process through which shareholders communicate with the Board or its members. Please refer to the Company’s website at www.weycogroup.com for changes in this process.

link2 "Shareholder Recommendation or Nomination of Director Candidates"

Shareholder Recommendation or Nomination of Director Candidates

The principal functions of the Corporate Governance and Compensation Committee are: (1) to assist the Board by identifying individuals qualified to become members of the Board and its Committees, and to recommend to the Board the director nominees for the next annual meeting of shareholders; (2) to recommend to the Board the corporate governance guidelines applicable to the Company, including changes to those guidelines as appropriate from time to time; (3) to lead the Board in its periodic reviews of the Board’s performance; (4) to establish, subject to approval of the full Board, compensation arrangements for the Company’s executive officers; (5) to administer the Company’s equity incentive and other compensation plans, and approve the granting of equity awards to officers and other key employees of the Company and its subsidiaries; and (6) to communicate to shareholders regarding these policies and activities as required by the Securities and Exchange Commission (SEC) and other regulatory bodies. The Charter of the Corporate Governance and Compensation Committee is available on the Company’s website. In carrying out its responsibilities regarding director nominations, the Corporate Governance and Compensation Committee has set guidelines and criteria to determine eligibility for nominees to the Board of Directors of Weyco Group, Inc., as follows:

| • | The Committee will review each candidate’s qualifications
in light of the needs of the Board and the Company, considering
the current mix of director attributes and other pertinent
factors (specific qualities and skills required will vary
depending on the Company’s specific needs at any point in
time). |
| --- | --- |
| • | There will be no differences in the manner in which the
Committee evaluates candidates recommended by shareholders and
candidates identified from other sources. |
| • | Any nominee should be an individual of the highest character and
integrity and have an inquiring mind, vision and the ability to
work well with others. |
| • | Any nominee should be free of any conflict of interest which
would violate any applicable law or regulation or interfere with
the proper performance of the responsibilities of a director. |
| • | Any nominee should possess substantial and significant
experience which would be of value to Weyco Group in the
performance of the duties of a director. |

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| • | Any nominee should have sufficient time available to devote to
the affairs of Weyco Group in order to carry out the
responsibilities of a director. |
| --- | --- |
| • | To recommend a candidate, shareholders should write to the
Corporate Governance and Compensation Committee, Weyco Group,
Inc., 333 W. Estabrook Boulevard, Glendale, WI 53212,
via certified mail. The written recommendation should include
the candidate’s name and address, a brief biographical
description and statement of qualifications of the candidate and
the candidate’s signed consent to be named in the proxy
statement and to serve as a director if elected. |
| • | To be considered by the Committee for nomination and inclusion
in the Company’s proxy statement, the Committee must
receive shareholder recommendations for directors no later than
October 15 of the year prior to the Annual Meeting of
Shareholders. |

From time to time, the Board may change the process through which shareholders may recommend director candidates to the Corporate Governance and Compensation Committee. The Company has not received any shareholder recommendations for director candidates with regard to the election of directors covered by this Proxy Statement or otherwise.

link1 "EXECUTIVE COMMITTEE"

link1 "EXECUTIVE COMMITTEE"

EXECUTIVE COMMITTEE

The Executive Committee is empowered to exercise the authority of the Board of Directors in the management of the business and affairs of the Company between meetings of the Board, except for declaring dividends, filling vacancies in the Board of Directors or committees thereof, amending the Articles of Incorporation, adopting, amending or repealing Bylaws and certain other matters. No meetings were held in 2007.

link1 "CORPORATE GOVERNANCE"

link1 "CORPORATE GOVERNANCE"

CORPORATE GOVERNANCE

The Company is committed to conducting its business with the highest standards of business ethics and in accordance with all applicable laws, rules and regulations, including the rules of the SEC and of The NASDAQ Stock Market on which its common stock is traded. In addition to NASDAQ rules and applicable governmental laws and regulations, the framework for the Company’s corporate governance is provided by: (a) the Company’s Articles of Incorporation and Bylaws; (b) the charters of its board committees; and (c) the Company’s Code of Business Ethics.

The Corporate Governance and Compensation Committee establishes compensation arrangements for senior management and administers the granting of stock options to officers and other key employees of the Company and its subsidiaries. One meeting was held in 2007. The charter of the Corporate Governance and Compensation Committee is available on the Company’s website.

link2 "Code of Business Ethics"

Code of Business Ethics

The Company’s Code of Business Ethics sets forth ethical obligations for all employees, officers and directors, including those that apply specifically to directors and executive officers, such as accounting and financial reporting matters. Any waiver of the Code of Business Ethics requires approval of the Board of Directors or of a committee of the Board. The Company’s Code of Business Ethics is available on the Company’s website. If any substantive amendment is made to the Code, the nature of the amendment will be discussed on the Company’s website or in a current report on Form 8-K. In addition, if a waiver from the Code is granted to an executive officer or director, the nature of the waiver will be disclosed in a current report on Form 8-K.

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BEGIN PAGE WIDTH link1 "AUDIT COMMITTEE"

AUDIT COMMITTEE

The Audit Committee of the Board of Directors is responsible for providing independent oversight of the Company’s financial statements and the financial reporting process, the systems of internal accounting and financial controls, and the annual independent audit of the Company’s financial statements. The Board of Directors adopted and approved a formal written charter for the Audit Committee in 2000 and amended that charter in March 2004. A copy of the charter of the Audit Committee is available on the Company’s website. The Board of Directors has determined that each of the members of the Audit Committee (Frederick P. Stratton, Jr., Tina Chang, Robert Feitler, and Cory L. Nettles) is “independent,” as defined in the current listing standards of The NASDAQ Stock Market and the SEC rules relating to audit committees. This means that, except in their roles as members of the Board of Directors and its committees, they are not “affiliates” of the Company, they receive no consulting, advisory or other compensatory fees directly or indirectly from the Company, they have no other relationships with the Company that may interfere with the exercise of their independence from management and the Company, and they have not participated in the preparation of the financial statements of Weyco or any of its current subsidiaries at any time during the past three years. In addition, the Board of Directors has determined that each Audit Committee member satisfies the financial literacy requirements of The NASDAQ Stock Market and that Robert Feitler and Frederick P. Stratton, Jr. qualify as “audit committee financial experts” within the meaning of applicable rules of the SEC.

Management has primary responsibility for the financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the Committee reviewed the Company’s audited financial statements with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. The Committee reviewed with the independent registered public accounting firm that is responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Committee under generally accepted auditing standards, including Statement on Auditing Standards No. 61.

In addition, the Committee has discussed with the independent registered public accounting firm their independence from management and the Company, including the matters in the written disclosures required by the Independence Standards Board, Standard No. 1, and considered the compatibility of non-audit services with the independent registered public accounting firm’s independence.

The Committee discussed with the Company’s independent registered public accounting firm the overall scope and plan for their audit. The Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of their examination, their evaluation of the Company’s internal controls, and the overall quality of the Company’s financial reporting. The Committee held four meetings during 2007.

link2 "Pre-Approval Policy"

Pre-Approval Policy

Consistent with the rules of the SEC regarding the independent registered public accounting firm’s independence, the Audit Committee has responsibility for appointing, setting compensation for and overseeing the work of the independent registered public accounting firm. In recognition of this responsibility, the following provision is included in the Audit Committee’s charter: “The Audit Committee shall . . . approve in advance the audit and permitted non-audit services to be provided by, and the fees to be paid to, the independent auditor, subject to the de minimus exceptions to pre-approval permitted by the rules of the SEC and NASDAQ for non-audit services.” No fees were paid to the independent registered public accounting firm pursuant to the “de minimus” exception to the foregoing pre-approval policy.

link2 "Report of Audit Committee"

Report of Audit Committee

In connection with its function to oversee and monitor the financial reporting process of the Company, the Audit Committee has done the following (among other things):

| • | reviewed and discussed the audited financial statements for the
year ended December 31, 2007 with the Company’s
management and Deloitte & Touche LLP (Deloitte), the
Company’s independent registered public accounting firm; |
| --- | --- |
| • | discussed with Deloitte those matters required to be discussed
by SAS 61, as amended (Codification of Statements on Auditing
Standards, AU §380); and |
| • | received the written disclosure and the letter from Deloitte
required by Independence Standards Board Statement No. 1
(Independence Discussions with Audit Committee) and has
discussed with Deloitte, its independence. |

Based on the foregoing, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s annual report on Form 10-K for the year ended December 31, 2007.

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BEGIN PAGE WIDTH link2 "Audit and Non-Audit Fees"

Audit and Non-Audit Fees

The Audit Committee also reviewed the fees and scope of services provided to the Company by Deloitte & Touche LLP, independent registered public accounting firm, for the years ended December 31, 2007 and December 31, 2006. Fees billed to the Company by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu and their respective affiliates (collectively, “Deloitte Entities”) for the years ended December 31, 2007 and 2006 are reflected in the following table.

	2007	2006
Audit Fees(a)	$ 185,000	$ 176,400
Audit-Related Fees(b)	$ 16,000	$ 12,600
Tax Fees(c)	$ 17,500	$ 13,700
All Other Fees	—	—
Total	$ 218,500	$ 202,700

| (a) | Audit fees consisted of fees for professional services for the
audit of the Company’s financial statements and review of
financial statements included in the Company’s Form 10-Q filings and services that are normally provided in connection
with statutory or regulatory filings or engagements. These fees
also include the audit of the Company’s internal controls
in accordance with Section 404 of the Sarbanes Oxley Act of 2002. |
| --- | --- |
| (b) | Audit-related fees consisted of the audit of certain employee
benefit plans. |
| (c) | Tax fees consisted of fees for professional services performed
with respect to tax compliance, tax advice and tax planning. |

The Audit Committee considered the compatibility of the provision of the foregoing permitted non-audit services by the Deloitte Entities with the maintenance of the Deloitte Entities’ independence and concluded that such services were at all times compatible with maintaining that firm’s independence.

Frederick P. Stratton, Jr., Chairman Tina Chang Robert Feitler Cory L. Nettles

link2 "Report of Corporate Governance and Compensation Committee on Executive Compensation"

Report of Corporate Governance and Compensation Committee on Executive Compensation

In connection with its function to assist the Board of Directors in fulfilling its responsibilities to assure that the executive officers of the Company are compensated in a manner consistent with the compensation strategy of the Company, internal equity considerations, competitive practice, and the requirements of applicable tax and regulatory bodies, the Corporate Governance and Compensation Committee has (among other things) reviewed and discussed the Compensation Discussion and Analysis with the Company’s management. Based on that review and discussion, the Corporate Governance and Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement (see below).

Robert Feitler, Chairman Tina Chang Cory L. Nettles Frederick P. Stratton, Jr.

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BEGIN PAGE WIDTH link1 "Compensation Discussion and Analysis"

Compensation Discussion and Analysis

The Corporate Governance and Compensation Committee (the “Committee”) establishes compensation arrangements for senior management and administers the granting of stock-based awards to officers and other key employees of the Company. The Committee is composed entirely of independent, non-employee members of the Board of Directors and has the authority to utilize consultants and advisors as it may deem appropriate. The Committee reports to the Board of Directors on its actions and recommendations and periodically meets in executive session without members of management or management directors present.

A key objective of the Company’s executive compensation program is to provide a fair and competitive compensation package to each of its executive officers. Historically, the Company’s finance department has provided a comparative analysis of executive officer compensation to assist the Committee in making its executive compensation decisions; and outside consultants have been used sparingly or not at all. The analysis compares Weyco Group’s compensation practices both to other shoe companies and to other Milwaukee area companies of similar size. The expertise and knowledge of each executive officer is vital to the success of the Company. Although the substantial stock ownership of the Florsheim family gives them additional incentives to help the Company succeed, the Company believes that a fair and competitive executive compensation program is essential to attract and retain other key executives and is in the Company’s long-term best interests.

The primary elements of the Company’s compensation program are: (1) an annual base salary; (2) a performance-based annual bonus; (3) discretionary long-term stock-based awards, subject to time-based vesting requirements; and (4) pension benefits. The combination of these compensation elements is designed to provide executives competitive compensation that maintains a balance between cash and stock compensation tied to the performance of the Company and long-term shareholder value. To reinforce the importance of balancing long-term and short-term perspectives, the Company’s executives are provided with both (a) annual incentives, of which a portion is at-risk based on achievement of the Company’s annual financial goals and objectives and (b) time-based long-term incentives which are intended to align the interests of executives with the interests of shareholders and provide retention incentives.

Base salaries are set at levels that are competitive with similar positions at other comparable companies and historically have increased modestly year-over-year. A material increase or decrease in an executive’s base level compensation would be considered if functional responsibilities changed substantially.

The annual bonus is principally designed to reward the achievement of Company-wide financial goals established early in the year by the Committee, as well as the individual performance of each executive officer throughout the year. Specifically, the annual bonus for Mr. Thomas Florsheim, Jr., Mr. John Florsheim and Mr. Wittkowske is awarded at the Committee’s discretion, based largely upon their success in helping the Company achieve what the Committee determines to be an acceptable level of net earnings in light of the particular market challenges facing the Company in a given year. The Company has historically set higher financial goals than it achieved in the prior year. In 2007, the Company achieved approximately 90% of its overall goals established at the beginning of the year and accordingly, executives were awarded less than the maximum eligible bonus.

The annual bonus for Mr. Grossman has two parts: 60% is based upon the achievement of a pre-determined level of gross margin dollars for his functional division, and the other 40% is awarded at the Committee’s discretion based on his individual performance and the performance of the retail division, for which he is also responsible. For 2007, Mr. Grossman was awarded the maximum eligible bonus based on the gross margin dollars of his functional division, but less than the maximum amount based on the performance of the retail division.

The Committee believes that long-term stock-based awards provide performance incentives that encourage long-term growth in value for public shareholders. Accordingly, discretionary long-term stock-based awards are also an integral part of the Company’s executive compensation program (see Long-Term Incentive Plan Award Policy below).

The Company has no formal policy for allocating executive compensation between cash and non-cash or between annual and long-term compensation. Historically, the long-term component of the Company’s executive compensation has been non-cash and has been approximately 20-40% of total compensation; and the Company expects that approximate level to continue going forward.

link2 "Long-Term Incentive Plan Award Policy"

Long-Term Incentive Plan Award Policy

The Company believes that participation in a long-term incentive program encourages a perspective of ownership with an equity stake in the Company. The Company also believes that participation in a long-term incentive program should increase with higher levels of responsibility, as individuals in leadership roles have the greatest influence on the Company’s strategic direction and results over time. The Company has established a policy of granting restricted stock and/or stock option awards annually each year on or about December 1. On November 30, 2007, shares of restricted stock and/or stock options were awarded to executive officers, non-executive officers and the Board of Directors of the Company. The Company also granted stock option awards to other key employees on November 30, 2007. The stock options were granted at the fair market value of the Company’s stock price on the date of grant. The restricted stock

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and stock options awarded in 2007 vest ratably over four years and expire in five years. These awards became effective on the date the Board of Directors approved them. One-fourth of the restricted stock and stock option awards vest annually on the anniversary of the date of grant each year. Company “insiders,” as defined by the Company, are restricted from selling their shares during four black-out periods following each quarter end.

link2 "Summary Compensation Table"

Summary Compensation Table

The following table sets forth total compensation of the Chief Executive Officer, the Chief Financial Officer and the other two executive officers of the Company for the years ended December 31, 2007 and 2006. The Company had only four executive officers throughout 2007 and 2006.

							Non-Equity		Change in
				Stock		Option	Incentive Plan		Pension		All Other
Name and Principal				Awards		Awards	Compensation		Value		Compensation		Total
Position	Year	Salary ($)	Bonus ($)	($)		($)(3)	($)		($)(5)		($)		($)
Thomas W. Florsheim, Jr.	2007	$ 524,000	$ 219,300	$ 41,948	(2)	$ 1,623			$ —	(6)	$ 16,116	(7)	$ 802,987
Chairman and Chief Executive Officer	2006	$ 504,000	$ 226,800	$ 3,363	(1)				$ 598,766		$ 11,466	(7)	$ 1,344,395
John W. Florsheim	2007	$ 468,000	$ 195,900	$ 41,948	(2)	$ 1,623			$ 37,631		$ 12,536	(8)	$ 757,638
President, Chief Operating Officer and Assistant Secretary	2006	$ 433,500	$ 195,075	$ 3,363	(1)				$ 216,958		$ 7,648	(8)	$ 856,544
Peter S. Grossman	2007	$ 308,000	$ 22,920	$ 20,071	(2)	$ 744	$ 64,680	(4)	$ 408,681		$ 7,129	(9)	$ 832,225
Senior Vice President, President, Nunn Bush Brand and Retail
Division	2006	$ 296,000	$ 41,440	$ 1,606	(1)		$ 62,160	(4)	$ 493,374		$ 5,147	(9)	$ 899,727
John F. Wittkowske	2007	$ 308,000	$ 114,600	$ 41,948	(2)	$ 1,611			$ 146,855		$ 9,647	(9)	$ 622,661
Senior Vice President, Chief Financial Officer and Secretary	2006	$ 293,000	$ 117,200	$ 3,363	(1)				$ 38,022		$ 5,641	(9)	$ 457,226

Notes:

| (1) | This amount represents the compensation cost of stock awards
over the requisite service period, as described in Statement of
Financial Accounting Standards No. 123(R),
“Share-Based Payment,” (SFAS 123(R)) . The
Company granted shares of restricted stock on December 1,
2006 which vest ratably over four years and, accordingly, one
month of compensation cost was recognized by the Company for the
year ended December 31, 2006. The awards were granted at
the grant date fair value of $24.09 per share. The Company does
not expect that any of these shares will be forfeited and, as
such, there were no forfeitures included in the calculation of
compensation cost at December 31, 2006. |
| --- | --- |
| (2) | This amount represents the compensation cost of stock awards
over the requisite service period, as described in
SFAS 123(R). The Company granted shares of restricted stock
on November 30, 2007 which vest ratably over four years.
The awards were granted at the grant date fair value of $27.38
per share. At December 31, 2007, the Company recognized
12 months of compensation cost associated with the
restricted stock granted December 1, 2006 (see
(1) above) and one month of compensation cost associated
with the restricted stock granted November 30, 2007. The
Company does not expect that any of these shares will be
forfeited and, as such, there were no forfeitures included in
the calculation of compensation cost related to restricted stock
at December 31, 2007. |
| (3) | This amount represents the compensation cost of option awards
over the requisite service period, as described in
SFAS 123(R). The Company granted stock options on
November 30, 2007 which vest ratably over four years and,
accordingly one month of compensation cost was recognized by the
Company for the year ended December 31, 2007. The options
were granted at the fair market value of the Company’s
stock on the date of grant. For a discussion of all assumptions
used in calculating the grant date fair value in accordance with
SFAS 123(R), see Note 16 to the Company’s annual
report on Form 10-K for the year ended December 31, 2007. |
| (4) | In 2007 and 2006, Mr. Grossman achieved results above his
financial goals and he was awarded the maximum award under the
non-equity incentive plan (see the Grants of Plan-Based Awards
table for estimated payouts for the non-equity incentive plan
awards in 2007). |
| (5) | The change in pension value represents the aggregate change in
the value of the benefits earned under all of the Company’s
defined benefit plans. See “Pension Benefits” below
for a more in-depth discussion of the plans. |

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| (6) | The aggregate change in the value of the benefits earned by Tom
Florsheim, Jr. under all of the Company’s defined benefit
plans was ($34,725). |
| --- | --- |
| (7) | All other compensation relates to the use of an automobile, life
insurance premiums, 401(K) match contributions, dividends on
restricted stock and personal services. |
| (8) | All other compensation relates to the use of an automobile, life
insurance premiums, 401(K) match contributions and dividends on
restricted stock. |
| (9) | All other compensation relates to life insurance premiums,
401(K) match contributions and dividends on restricted stock. |

link2 "Grants of Plan-Based Awards"

Grants of Plan-Based Awards

						All Other	All Other
						Stock	Option		Exercise		Aggregate
						Awards:	Awards:		or Base		Grant Date
						Number of	Number of		Price of		Fair Value
		Estimated Future Payouts Under				Shares of	Securities		Option		of Stock
		Non-Equity Incentive Plan Awards				Stock or	Underlying		Awards		and Option
Name	Grant Date	Threshold ($)	Target ($)		Maximum ($)	Awards (#) (1)	Options (#)		($/Sh)		Awards ($) (4)
Thomas W Florsheim, Jr.	11/30/2007					2,800	9,680	(2)	$ 27.38	(2)	$ 154,512
							3,320	(3)	$ 30.12	(3)
John W. Florsheim	11/30/2007					2,800	9,680	(2)	$ 27.38	(2)	$ 154,512
							3,320	(3)	$ 30.12	(3)
Peter S. Grossman	11/30/2007	$ 21,560	$ 38,808	(5)	$ 64,680	1,400	6,000	(2)	$ 27.38	(2)	$ 74,032
John F. Wittkowske	11/30/2007					2,800	13,000	(2)	$ 27.38	(2)	$ 154,014

Notes:

| (1) | The named executive officers were granted shares of restricted
stock under the 2005 Equity Incentive Plan on November 30,
2007. The shares were granted at the grant date fair value of
$27.38 per share and vest ratably over four years. |
| --- | --- |
| (2) | The named executive officers were granted stock options under
the 2005 Equity Incentive Plan on November 30, 2007. The
options were granted at $27.38 per option, the fair market value
of the Company’s stock on the date of grant and vest
ratably over four years. |
| (3) | The named executive officers were granted incentive stock
options at a price 10% above the fair market value of the
Company’s stock on the date of grant or $30.12 per option. |
| (4) | This amount represents the aggregate grant date fair value of
the shares of restricted stock and stock option awards granted
on November 30, 2007 using the grant date fair value of the
Company’s stock ($27.38 per share) for the shares of
restricted stock and for stock options, the fair value as
calculated under the Black-Scholes option pricing model as
described in Note 16 to the Company’s annual report on
Form 10-K for the year ended December 31, 2007. The weighted-average
fair market value of stock options granted in 2007 was $5.96 per
option. |
| (5) | The plan provides specified threshold and maximum performance
levels for award purposes, but no specified target. The amount
shown in the “target” column is the amount that would
have been earned for 2007 based on performance in 2006. |

link2 "Employment Contracts and Potential Payments Upon Termination or Change of Control"

Employment Contracts and Potential Payments Upon Termination or Change of Control

The Company has entered into employment contracts with Thomas W. Florsheim, Jr. and John W. Florsheim whereby, for services to be rendered, their employment will be continued until December 31, 2010, at salary levels to be determined and reviewed periodically. These contracts provide, among other things, that a lump sum amount equal to slightly less than three times his base amount compensation (as defined in Section 280G of the Internal Revenue Code) will be paid to Thomas W. Florsheim, Jr. and John W. Florsheim, respectively, as severance pay, in the event the Company terminates his employment without cause or he terminates his employment following a change of control of more than 15% of the shares of the Company, the replacement of two or more directors by persons not nominated by the Board of Directors, any enlargement of the size of the Board of Directors if the change was not supported by the existing Board of Directors, a merger, consolidation or transfer of assets of the Company, or a substantial change in his responsibilities. In the event Thomas W. Florsheim, Jr. or John W. Florsheim is prevented from performing his duties by reason of permanent disability, his normal salary will be discontinued and a disability salary of 75% of his then current salary will be paid until December 31, 2010. Also, in the event Thomas W. Florsheim, Jr. or John W. Florsheim dies prior to the termination of his employment under the contract, a death benefit equal to his salary at the annual rate

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being paid to him at the date of death will be paid to a designated beneficiary for a three-year period. As of March 1, 2008, the annual salary of Thomas W. Florsheim, Jr. is $550,000 and John W. Florsheim’s annual salary is $525,000.

The Company has change of control agreements with two executives, John Wittkowske and Peter Grossman. These contracts provide that a lump sum equal to slightly less than three times his annual compensation (as defined in Section 280G of the Internal Revenue Code), calculated with respect to the three taxable year period ending before the date the change of control occurs, will be paid as severance pay in the event of a change of control. The change of control agreements define a change of control as an event in which:

| (1) | more than 25% of the voting power of the outstanding stock of
the Company is directly or indirectly controlled by a person or
group of persons other than the members of the family of Thomas
W. Florsheim and their descendents or trusts; |
| --- | --- |
| (2) | the Company consolidates or merges with another corporation or
entity which is not a wholly owned subsidiary of the Company
unless such consolidation or merger is approved by the Board of
Directors when the majority of the directors are persons who
have been nominated by the Board of Directors or the Florsheims; |

| (3) | all or substantially all of the operating assets of the Company
have been sold; |
| --- | --- |
| (4) | the majority of the existing members of the Board of Directors
have been replaced by persons not nominated by the Board of
Directors or the Florsheims; or |
| (5) | Section 2 of Article III of the Company’s Bylaws
is amended to enlarge the number of directors of the Company if
the change was not supported by the existing Board of Directors
or the Florsheims. |

As of March 1, 2008, Mr. Wittkowske’s annual salary is $324,000 and Mr. Grossman’s annual salary is $320,000.

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BEGIN PAGE WIDTH link2 "Outstanding Equity Awards At Fiscal Year-End"

Outstanding Equity Awards At Fiscal Year-End

	Option Awards				Stock Awards
						Market
	Number of	Number of			Number of	Value of
	Securities	Securities			Shares or	Shares or
	Underlying	Underlying			Units of	Units of
	Unexercised	Unexercised	Option	Option	Stock That	Stock That
	Options	Options (#)	Exercise	Expiration	Have Not	Have Not
Name	(#) Exercisable	Unexercisable (1)	Price ($)	Date	Vested (#)	Vested ($)
Thomas W. Florsheim, Jr.	19,146		$ 8.38	11/05/08
	17,462		$ 7.25	10/05/09
	19,306		$ 8.50	11/02/10
	25,896		$ 7.84	09/07/11
	29,948		$ 12.04	07/22/12
	5,412		$ 18.47	05/19/08
	32,088		$ 16.79	05/19/13
	5,042		$ 19.83	04/26/10
	19,958		$ 18.03	04/26/15
		3,320	$ 30.12	11/30/12
		9,680	$ 27.38	11/30/12
					7,825	$ 197,716
John W. Florsheim	19,146		$ 8.38	11/05/08
	17,462		$ 7.25	10/05/09
	19,306		$ 8.50	11/02/10
	25,896		$ 7.84	09/07/11
	29,948		$ 12.04	07/22/12
	5,412		$ 18.47	05/19/08
	32,088		$ 16.79	05/19/13
	5,042		$ 19.83	04/26/10
	19,958		$ 18.03	04/26/15
		3,320	$ 30.12	11/30/12
		9,680	$ 27.38	11/30/12
					7,825	$ 197,716
Peter S. Grossman	3,000		$ 7.84	09/07/11
	9,696		$ 12.04	07/22/12
	8,304		$ 12.04	07/22/12
	5,954		$ 16.79	05/19/13
	12,046		$ 16.79	05/19/13
	5,546		$ 18.03	04/26/15
	6,954		$ 18.03	04/26/15
		6,000	$ 27.38	11/30/12
					3,800	$ 96,148
John F. Wittkowske	18,060		$ 8.38	11/05/08
	11,940		$ 8.38	11/05/08
	16,208		$ 7.25	10/05/09
	13,792		$ 7.25	10/05/09
	18,236		$ 8.50	11/02/10
	11,764		$ 8.50	11/02/10
	12,762		$ 7.84	09/07/11
	24,738		$ 7.84	09/07/11
	29,196		$ 12.04	07/22/12
	8,304		$ 12.04	07/22/12
	5,954		$ 16.79	05/19/13
	31,546		$ 16.79	05/19/13
	5,546		$ 18.03	04/26/15
	19,454		$ 18.03	04/26/15
		13,000	$ 27.38	11/30/12
					7,825	$ 197,716

Notes:

(1) These stock options were granted on November 30, 2007 and vest ratably over four years on November 30 each year.

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BEGIN PAGE WIDTH link2 "Option Exercises and Stock Vested"

Option Exercises and Stock Vested

The following table provides information related to stock options exercised by the named executive officers during 2007. The Company first granted shares of restricted stock on December 1, 2006. The shares of restricted stock vest ratably over four years and, accordingly, 25% of the restricted shares granted on December 1, 2006 were vested at December 31, 2007.

	Option Awards — Number of Shares	Value Realized	Stock Awards — Number of Shares	Value Realized
Name	Acquired on Exercise (#)	on Exercise ($)(1)	Acquired on Vesting (#)	on Vesting ($) (2)
Thomas W. Florsheim, Jr.	25,156	$ 420,326	1,675	$ 45,862
John W. Florsheim	25,156	$ 420,326	1,675	$ 45,862
Peter S. Grossman	20,000	$ 406,660	800	$ 21,904
John F. Wittkowske	30,000	$ 602,700	1,675	$ 45,862

Notes:

| (1) | The value realized on exercise is calculated based on the
difference between the option exercise price and the market
price of the common stock on the date of exercise multiplied by
the number of shares exercised. |
| --- | --- |
| (2) | The value realized upon vesting is calculated based on the
number of shares of restricted stock multiplied by the market
price of the underlying shares on the vesting date,
November 30, 2007. |

link2 "Pension Benefits"

Pension Benefits

The Company maintains a defined benefit pension plan for various employees of the Company, including salaried employees. The Company also maintains an unfunded supplemental pension plan for key executives so they may receive pension benefits which they would otherwise be prevented from receiving as a result of certain limitations of the Internal Revenue Code. Retirement benefits are provided based on employees’ years of credited service and average earnings or stated amounts for years of service. The plans provide for normal retirement at age 65 and provide for reduced benefits for early retirement beginning at age 55. Pension benefits are payable under a variety of options, to be selected by the retiree and are calculated under a formula which is integrated with Social Security, although the amounts determined under the formula are not reduced by Social Security benefits. The normal retirement benefit is based on (i) the highest average earnings for any 5 consecutive years during the 10 calendar years ending with the year of retirement, (ii) length of service up to 25 years and (iii) the highest average covered compensation for Social Security purposes. Earnings covered by the plan are generally defined as wages for purposes of federal income tax withholding and, therefore, include the value realized upon the exercise of non-qualified stock options and other minor items in addition to those included in the above Summary Compensation Table as “salary”.

The foregoing describes the general formula under the defined benefit plan and related excess benefits plan as revised in 1997. Those salaried employees who were covered in the plans on January 1, 1989 and all executive officers who are Senior Vice Presidents or above are provided with the higher of the benefits described above or a minimum benefit based on a prior formula through the defined benefit plan, the unfunded excess benefits plan described above and an unfunded deferred compensation plan. The normal retirement benefit under the prior formula is based on the highest average earnings for any 5 consecutive years during the 10 calendar years preceding retirement and length of service up to 25 years. The normal retirement benefit for executive officers who are Senior Vice Presidents or above, is based on the highest average earnings for any 5 years during the 20 calendar years preceding retirement and length of service up to 25 years. There is no early retirement reduction if an executive officer retires at age 59 with at least 25 years of credited service. Minimum benefit amounts are not subject to any deduction for Social Security benefits. Under the excess benefits plan, upon a change in control a lump sum benefit payment shall be made to each participant.

The following table provides information related to pension benefits earned by each of the named executive officers based on their number of years of credited service as of December 31, 2007.

		Credited Service		Present Value of — Accumulated Benefit	Payments During — Last Fiscal Year
Name	Plan Name	(#)(2)		($)(3)	($)
Thomas W. Florsheim, Jr.	(1	)	25	$ 1,693,140	—
John W. Florsheim	(1	)	14	$ 596,632	—
Peter S. Grossman	(1	)	25	$ 2,556,767	—
John F. Wittkowske	(1	)	14	$ 587,180	—

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Notes:

| (1) | Plans include the Company’s Pension Plan, Excess Benefits
Plan and Deferred Compensation Plan. |
| --- | --- |
| (2) | The number of years of credited service is computed as of the
same pension plan measurement date used for financial statement
reporting purposes with respect to the Company’s audited
financial statements as of December 31, 2007. For
Messrs. Thomas W. Florsheim, Jr. and Peter S. Grossman,
actual years of service are 27 and 43, respectively. However,
under the plans, benefits are based on a length of service up to
25 years. |
| (3) | The actuarial present value of each named executive
officer’s accumulated benefit under the plan is computed as
of the same pension plan measurement date used for financial
statement reporting purposes with respect to the Company’s
audited financial statements as of December 31, 2007. |

link2 "Director Compensation"

Director Compensation

Directors of the Company who are not also employees of the Company or subsidiaries receive a quarterly retainer of $1,875. In addition, they receive $1,000 for each Board or Committee meeting attended, except the compensation is $500 for each additional meeting attended on the same day.

Name	Fees Earned or — Paid in Cash ($)	Stock — Awards ($)(1)		Total ($)
Thomas W. Florsheim	$ 11,500	$ 6,514		$ 18,014
Tina Chang	$ 9,000	$ 491	(2)	$ 9,491
Robert Feitler	$ 14,000	$ 6,514		$ 20,514
Cory L. Nettles	$ 14,000	$ 6,514		$ 20,514
Frederick P. Stratton, Jr.	$ 14,000	$ 6,514		$ 20,514

Notes:

| (1) | This amount represents the compensation cost related to shares
of restricted stock over the requisite service period, as
described in SFAS 123(R). Under the 2005 Equity Plan, the
Company granted shares of restricted stock on December 1,
2006 and November 30, 2007 which vest ratably over four
years and, accordingly, 12 months of compensation cost
associated with the December 1, 2006 grant and one month of
compensation cost associated with the November 30, 2007
grant has been recognized by the Company for the year ended
December 31, 2007. The aggregate grant date fair value of
the shares of restricted stock granted to each director on
December 1, 2006 and November 30, 2007 in accordance
with SFAS 123(R) was $24,009 and $23,547, respectively. The
Company does not expect that any of these shares will be
forfeited and, as such, has not included any forfeitures in the
calculation of compensation cost related to restricted stock. |
| --- | --- |
| (2) | Tina Chang was elected to the Board of Directors May 1,
2007, and accordingly, her stock awards do not include any
awards granted on December 1, 2006. |

On December 28, 2000, Chairman of the Board, Thomas W. Florsheim, entered into a consulting agreement with the Company under which he agreed to act as advisor to the Company in connection with the Company’s acquisition and sale of products and materials. In accordance with this agreement, Thomas W. Florsheim was paid $14,400 in 2007.

link2 "Transactions with Related Persons"

Transactions with Related Persons

The Company’s written Code of Business Ethics provides that, except with the prior knowledge and consent of the Company, directors and employees are not permitted to have a financial interest in a supplier, competitor or customer of the Company because of the potential conflicts of interest raised by such transactions. There is a limited exception for ownership of securities of a publicly traded corporation unless the investments are of a size as to have influence or control over the corporation. The Company’s policies include no minimum size for this restriction on potential conflict of interest transactions. Actual or potential conflict of interest transactions or relationships are to be reported to the Company’s Chief Financial Officer or another officer of the Company. Waivers or exceptions for executive officers or directors may be granted only in advance and under exceptional circumstances and only by the Board of Directors or an appropriate committee. They are also subject to the Company’s disclosure controls and procedures to ensure compliance with applicable law and exchange requirements.

There were no transactions since the beginning of 2007, and there are no proposed transactions, in which the Company was or is to be a participant and the amount involved exceeds $120,000 and in which (a) any director, executive officer, director nominee, or immediate family member of a director, executive officer or nominee, or (b) any holder of 5% or more of the Company’s common stock or their immediate family members, had a direct or indirect material interest.

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BEGIN PAGE WIDTH link1 "Independent Registered Public Accounting Firm"

Independent Registered Public Accounting Firm

It is expected that Deloitte & Touche LLP, the Company’s independent registered public accounting firm for 2007, will be selected for 2008 by the Board of Directors immediately following the annual meeting of shareholders. A representative of Deloitte & Touche LLP is expected to be present at the annual meeting of shareholders with the opportunity to make a statement if so desired and such representative is expected to be available to respond to appropriate questions.

link1 "Method of Proxy Solicitation"

Method of Proxy Solicitation

The entire cost of solicitation of proxies will be borne by the Company. The officers of the Company may solicit proxies from some of the larger shareholders, which solicitation may be made by mail, telephone, or personal interviews; these officers will not receive additional compensation for soliciting such proxies. Request will also be made of brokerage houses and other custodians, nominees and fiduciaries to forward, at the expense of the Company, soliciting material to the beneficial owners of shares held of record by such persons.

link1 "Other Matters"

Other Matters

The Company has not been informed and is not aware that any other matters will be brought before the meeting. However, proxies will be voted with discretionary authority with respect to any other matters that properly may be presented to the meeting.

link1 "Shareholder Proposals"

Shareholder Proposals

Shareholder proposals must be received by the Company no later than November 26, 2008, in order to be considered for inclusion in next year’s annual meeting proxy statement. In addition, a proposal submitted outside of Rule 14a-8 will be considered untimely, and the Company may use discretionary voting authority for any proposal that may be raised at next year’s annual meeting unless the proponent notifies us of the proposal not later than February 25, 2009.

March 26, 2008	JOHN F. WITTKOWSKE
Milwaukee, Wisconsin	Secretary

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	COMMON STOCK
PROXY	WEYCO GROUP, INC.
	THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Thomas W. Florsheim, Jr. and John W. Florsheim or either of them, proxies with full power of substitution, to vote at the Annual Meeting of Shareholders of Weyco Group, Inc. (the “Company”) to be held on April 29, 2008 at 10:00 A. M., local time and at any adjournment thereof, hereby revoking any proxies heretofore given, to vote all shares of Common Stock of the Company held or owned by the undersigned as directed on the reverse, and in their discretion upon such other matters as may come before the meeting.

(To be Signed on Reverse Side)
SIDE

A x Please mark your votes as in this example

| 1. | Election of
Directors
for their
respective terms | FOR — o | WITHHELD — o | Nominees: Thomas W. Florsheim, Jr. Robert Feitler |
| --- | --- | --- | --- | --- |

| INSTRUCTIONS: To withhold authority to vote for any individual
nominee, print that nominee’s name on the line provided below. |
| --- |
| The shares represented by this proxy will be
voted for Proposal 1 if no instruction to the
contrary is indicated or if no direction is
given. |
| PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY IN THE ENCLOSED ENVELOPE. |

SIGNATURE(S) DATE

Note: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor, trustee or guardian please give full title as such.

Folio /Folio