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WOLVERINE WORLD WIDE INC /DE/ Proxy Solicitation & Information Statement 2021

Apr 2, 2021

31496_rns_2021-04-02_c50dedcc-810f-4ed0-91b2-72fbdf5f86be.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 defa14aapril22021.htm FORM DEFA14A html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using Wdesk Copyright 2021 Workiva Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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:

☐ — ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under § 240.14a-12
WOLVERINE WORLD WIDE, 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 securities 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 written 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.
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WOLVERINE WORLD WIDE INC.

SUPPLEMENT TO DEFINITIVE PROXY STATEMENT DATED MARCH 26, 2021

FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 6, 2021

This supplement (the “Supplement”) amends and supplements the Notice of Annual Meeting of Shareholders and Proxy Statement of Wolverine World Wide, Inc. (the “Company”), dated March 26, 2021 (the “Proxy Statement”), provided to shareholders in connection with the Company’s 2021 Annual Meeting of Shareholders to be held on May 6, 2021. This Supplement is being filed with the Securities and Exchange Commission and is being made available to shareholders on or about April 2, 2021.

This Supplement updates the disclosure in the Proxy Statement relating to the effect of abstentions on “Proposal 4 – Approval of the Amended and Restated Stock Incentive Plan of 2016” (“Proposal 4”). Shareholder approval is required for Proposal 4 under the listing rules of the New York Stock Exchange (“NYSE”), which also provide that Proposal 4 must receive more affirmative votes cast for the proposal than the aggregate number of votes cast against the proposal plus abstentions. Therefore, an abstention will have the same effect as a vote “AGAINST” Proposal 4.

Except as specifically supplemented by the information in this Supplement, all information set forth in the Proxy Statement remains unchanged. From and after the date of this Supplement, all references to the “Proxy Statement” are to the Proxy Statement as supplemented hereby. The Proxy Statement contains important information and this Supplement should be read in conjunction with the Proxy Statement.