0000106532false00001065322024-05-072024-05-07

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

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Date of Report (date of earliest event reported):  May 7, 2024

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WEYCO GROUP, INC.

(Exact name of registrant as specified in its charter)

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Wisconsin

 

0-9068

 

39-0702200

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

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333 W. Estabrook Blvd.

P. O. Box 1188

Milwaukee, WI

 

53201

(Address of principal executive offices)

 

(Zip Code)

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Registrant’s telephone number, including area code: (414) 908-1600

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(Former name or former address, if changed since last report.)

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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:

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☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock - $1.00 par value per share

WEYS

The Nasdaq Stock Market

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Weyco Group, Inc. 2024 Incentive Plan

At the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) of Weyco Group, Inc. (the “Company”), the Company’s shareholders approved the Weyco Group, Inc. 2024 Incentive Plan (the “2024 Plan”). The 2024 Plan is a stock and cash-based incentive plan, and includes provisions by which the Company may grant directors, officers, and other salaried employees stock options, restricted stock, restricted stock units, performance shares, and cash incentive awards, as described in the Company’s Definitive Proxy Statement for the 2024 Annual Meeting (the “Proxy Statement”).

The full text of the 2024 Plan was included as Appendix A to the Proxy Statement, which was filed with the Securities and Exchange Commission on April 5, 2024, and is incorporated herein by reference.

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Item 5.07

Submission of Matters to a Vote of Security Holders

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The Company held its 2024 Annual Meeting on May 7, 2024.  There were 9,507,265 outstanding shares eligible to vote as of March 15, 2024, the record date for the 2024 Annual Meeting.  At the meeting, the following actions were taken:

(i)The shareholders elected seven directors to the Company’s Board of Directors for terms expiring at the Annual Meeting in the year 2025.  The directors elected, as well as the number of votes cast for, votes withheld and broker non-votes for each individual are set forth below:

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Nominee

Votes For

Votes Withheld

Broker Non-Votes

Tina Chang

7,040,468

762,658

843,864

Robert Feitler

7,109,986

693,140

843,864

John W. Florsheim

7,676,919

126,207

843,864

Thomas W. Florsheim

7,571,922

231,204

843,864

Thomas W. Florsheim, Jr.

7,764,179

38,947

843,864

Cory L. Nettles

7,182,083

621,043

843,864

Frederick P. Stratton, Jr.

7,168,611

634,515

843,864

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(ii)The shareholders approved a proposal to ratify the Audit Committee’s appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024, with the following votes:

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Amount

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Votes for approval:

8,498,692

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Votes against:

145,049

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Abstentions:

3,249

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Broker Non-Votes:

-

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(iii)The Weyco Group, Inc. 2024 Incentive Plan was approved by the shareholders with the following votes:

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Amount

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Votes for approval:

6,454,990

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Votes against:

1,341,162

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Abstentions:

6,974

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Broker Non-Votes:

843,864

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Item 9.01 Financial Statements and Exhibits

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(d) Exhibits.

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10.1

Weyco Group, Inc. 2024 Incentive Plan (incorporated by reference to Appendix A of the Weyco Group, Inc. Definitive Proxy Statement for its 2024 Annual Meeting, as filed with the Securities and Exchange Commission on April 5, 2024).

104 Cover Page Interactive Data File (formatted as inline XBRL).

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* * * * *

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Signature

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Date: May 10, 2024

WEYCO GROUP, INC.

 

 

 

/s/ Judy Anderson

 

Judy Anderson

 

Vice President, Chief Financial Officer and Secretary

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v3.24.1.1.u2
Document and Entity Information
May 07, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date May 07, 2024
Entity Registrant Name WEYCO GROUP, INC.
Entity Incorporation, State or Country Code WI
Entity File Number 0-9068
Entity Tax Identification Number 39-0702200
Entity Address, Address Line One 333 W. Estabrook Blvd.
Entity Address, Adress Line Two P. O. Box 1188
Entity Address, City or Town Milwaukee
Entity Address State Or Province WI
Entity Address, Postal Zip Code 53201
City Area Code 414
Local Phone Number 908-1600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock - $1.00 par value per share
Trading Symbol WEYS
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000106532
Amendment Flag false
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