WEYCO GROUP, INC. (NASDAQ:WEYS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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. |
Weyco Group, Inc. 2017 Incentive Plan
At the 2017 Annual Meeting of Shareholders of Weyco Group, Inc.
(the Company), held on May 9, 2017 (the 2017 Annual Meeting), the
Companys shareholders approved the Weyco Group, Inc. 2017
Incentive Plan (the 2017 Plan). The 2017 Plan is a stock and
cash-based incentive plan, and includes provisions by which the
Company may grant executive officers, employees, and directors
stock options, restricted stock, restricted stock units,
performance shares, and cash incentive awards, as described in
the Companys Definitive Proxy Statement for the 2017 Annual
Meeting (the Proxy Statement).
The full text of the 2017 Plan was included as Appendix A to the
Proxy Statement, which was filed with the Securities and Exchange
Commission on March 31, 2017, and is incorporated herein by
reference.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders |
There were 10,467,985 outstanding shares eligible to vote as of
March 20, 2017, the record date for the 2017 Annual Meeting. At
the meeting, the following actions were taken:
(i)The shareholders elected two directors to the Companys Board
of Directors for terms expiring at the Annual Meeting in the year
2020. 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:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| Thomas W. Florsheim, Jr. | 9,174,326 | 33,430 | 735,897 | |||
| Robert Feitler | 8,680,552 | 527,204 | 735,897 |
The terms of the other directors of the Company continue until
the Annual Meeting in the years set forth below:
| Director | Term | Director | Term | |||
| Tina Chang | John W. Florsheim | |||||
| Thomas W. Florsheim | Frederick P. Stratton, Jr. | |||||
| Cory L. Nettles |
(ii)The shareholders approved a proposal to ratify the Audit
Committees appointment of Baker Tilly Virchow Krause, LLP as the
Companys independent registered public accounting firm for the
year ending December 31, 2017, with the following votes:
| Amount | ||||
| Votes for approval: | 9,848,843 | |||
| Votes against: | 9,738 | |||
| Abstentions: | 85,072 | |||
| Broker Non-Votes: | – | |||
(iii)The Weyco Group, Inc. 2017 Incentive Plan was approved by
the shareholders with the following votes:
| Amount | ||||
| Votes for approval: | 7,485,636 | |||
| Votes against: | 1,637,079 | |||
| Abstentions: | 85,040 | |||
| Broker Non-Votes: | 735,898 | |||
(iv)The compensation of the Companys named executive officers was
approved by shareholders in an advisory vote, with the following
votes:
| Amount | ||||
| Votes for approval: | 8,188,932 | |||
| Votes against: | 929,751 | |||
| Abstentions: | 89,072 | |||
| Broker Non-Votes: | 735,898 | |||
(v)In an advisory vote, as to the frequency of the advisory vote
on the compensation of the Companys named executive officers, the
shareholders voted as follows:
| Amount | ||||
| Votes for three-year frequency: | 6,250,492 | |||
| Votes for two-year frequency: | 82,123 | |||
| Votes for one-year frequency: | 1,854,172 | |||
| Abstentions: | 1,020,967 | |||
| Broker Non-Votes: | 735,899 | |||
The Companys Board of Directors considered the results of the
advisory vote on the frequency of future advisory votes on
executive compensation and determined that it would hold future
votes on executive compensation every three years until the next
shareholder vote on the frequency of these votes.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 10.1 |
Weyco Group, Inc. 2017 Incentive Plan (incorporated by reference to Appendix A of the Weyco Group, Inc. Definitive Proxy Statement for its 2017 Annual Meeting of Shareholders, as filed with the Securities and Exchange Commission on March 31, 2017). |
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About WEYCO GROUP, INC. (NASDAQ:WEYS)
Weyco Group, Inc. is engaged in the design and distribution of footwear. The Company designs and markets footwear for men, women and children. The Company operates through two segments: the North American wholesale segment (wholesale) and the North American retail segment (retail). The Company also has other wholesale and retail businesses overseas, which include its businesses in Australia, South Africa and Asia Pacific (collectively known as Florsheim Australia), and its wholesale and retail businesses in Europe. Its footwear is available in a range of sizes and widths. The Company’s products consist of leather dress shoes and casual footwear composed of man-made materials or leather. In addition, the Company offers outdoor boots, shoes and sandals. The Company offers footwear under a portfolio of brand names, including Florsheim, Nunn Bush, Stacy Adams, BOGS, Rafters and Umi. The Company purchases finished shoes from outside suppliers, primarily located in China and India. WEYCO GROUP, INC. (NASDAQ:WEYS) Recent Trading Information
WEYCO GROUP, INC. (NASDAQ:WEYS) closed its last trading session down -0.44 at 27.33 with 9,424 shares trading hands.