Rocky Brands (RCKY) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 3, 2025, to elect four Class I Directors, approve executive compensation on an advisory basis, and ratify Deloitte & Touche LLP as the independent auditor for 2025.

• Shareholders of record as of April 14, 2025, are entitled to vote; 7,461,167 shares outstanding.

• Proxy materials and annual report are available online; voting can be done by mail, phone, or internet.

Voting matters and shareholder proposals

• Proposals include: (1) election of four Class I Directors for two-year terms, (2) advisory vote on executive compensation, (3) ratification of Deloitte & Touche LLP as auditor, and (4) other business as may arise.

• Shareholder proposals for the 2026 meeting must be received by December 29, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

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

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Lead Independent Director role established; diversity in experience and background considered in nominations.

• Directors attended at least 75% of meetings in 2024.