UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 15, 2006
ROCKY BRANDS, INC.
(Exact name of registrant as specified in its charter)
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| Ohio
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0-21026
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31-1364046 |
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| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 39 East Canal Street, Nelsonville, Ohio
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45764 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (740) 753-1951
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On December 15, 2006, the Compensation Committee (the “Compensation Committee”) of the
Board of Directors (the “Board”) of Rocky Brands, Inc. (the “Company”) approved and adopted the
Company’s Bonus Plan for the fiscal year ending December 31, 2007 (the “2007 Bonus Plan”). The
material terms of the 2007 Bonus Plan are attached as Exhibit 10.1 to this Current Report on Form
8-K and are incorporated herein by reference.
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| Item 7.01 |
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Regulation FD Disclosure. |
On December 15, 2006, the Compensation Committee recommended, and the Board approved and
adopted, the annual compensation for the directors who are not also employees or officers of the
Company, effective January 1, 2007. The schedule of outside director compensation is furnished as
Exhibit 10.2 to this Current Report on Form 8-K and is incorporated into this Item 7.01 of Form 8-K
by reference.
On December 15, 2006, the Compensation Committee also approved and adopted base salaries of
the “named executive officers” of the Company (as defined by Item 402(a)(3) of Regulation S-K for
purposes of the Company’s proxy statement for the 2007 annual meeting of shareholders). The
schedule of base salaries of the named executive officers is furnished as Exhibit 10.3 to this
Current Report on Form 8-K and is incorporated into this Item 7.01 of Form 8-K by reference.
The information in this Item 7.01 of Form 8-K is being furnished and shall not be deemed to be
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”),
or otherwise subject to the liabilities of such section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act,
except as shall be expressly set forth by specific reference in such a filing.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit No. |
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Description |
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10.1 |
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Description of the Material Terms of Rocky Brands, Inc.’s Bonus Plan for the
Fiscal Year Ending December 31, 2007 |
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10.2 |
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Schedule of Outside Director Fees as of January 1, 2007 |
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10.3 |
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Schedule of Named Executive Officer Base Salaries as of January 1,
2007 |
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