Rocky Brands (RCKY) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 3, 2026, to elect five Class II directors, approve executive compensation on an advisory basis, and ratify Deloitte & Touche LLP as the independent auditor for 2026.

• Shareholders of record as of April 14, 2026, are entitled to vote; multiple voting methods are available, including online, phone, mail, or in person.

• Board recommends voting for all director nominees, executive compensation, and auditor ratification.

Voting matters and shareholder proposals

• Proposals include election of five Class II directors for two-year terms, advisory approval of executive compensation, and ratification of Deloitte & Touche LLP as auditor.

• Shareholders may submit proposals for the 2027 annual meeting by December 29, 2026, for inclusion in the proxy statement.

• Shareholder recommendations for director candidates must meet eligibility and timing requirements.

Board of directors and corporate governance

• Board consists of nine directors split into two classes; majority are independent per NASDAQ rules.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and independent membership.

• Lead Independent Director role established to enhance independent oversight.

• Directors attended at least 75% of meetings in 2025; all attended the 2025 annual meeting.