SEC Comment Letter 0000000000-23-010176 to ROCKY BRANDS, INC. (RCKY) (CIK 0000895456) (RCKY)
ROCKY BRANDS, INC. (RCKY) (CIK 0000895456)
Date: Sept. 14, 2023 · CIK: 0000895456 · Accession: 0000000000-23-010176
AI Filing Summary & Sentiment
File numbers found in text: 001-34382
Letter
United States securities and exchange commission logo September 14, 2023 Jason Brooks President and Chief Executive Officer Rocky Brands, Inc. 39 East Canal Street Nelsonville, OH 45764 Re:Rocky Brands, Inc. Definitive Proxy Statement on Schedule 14A Filed April 28, 2023 File No. 001-34382 Dear Jason Brooks: We have limited our review of your most recent definitive proxy statement to those issues we have addressed in our comments. Please respond to these comments by confirming that you will revise your future proxy disclosures in accordance with the topics discussed below. Definitive Proxy Statement on Schedule 14A filed April 28, 2023 Pay-Versus-Performance, page 24 1.Please identify each named executive officer included in the calculation of average non- PEO named executive officer compensation, and the fiscal years in which such persons are included. You may provide this information in a footnote to the pay versus performance table. See Regulation S-K Item 402(v)(3). 2.Refer to footnote (1)(b) and related amounts deducted and added in the related chart provided pursuant to Regulation S-K Item 402(v)(2)(iii). It is not clear from the disclosure whether the calculations represent the fair value of equity awards at fiscal year end or vesting date or the change in fair value of equity awards from the end of the prior fiscal year. We note tabular row headings that refer to "Change in FV;" however, footnote (b) states that the fair values were measured "as of the end of each fiscal year and of each vesting date." Please ensure that your disclosure clearly identifies, for each of the numerical amounts deducted and added, whether the amount represents either a change in fair value, and the period over which such change is measured, or the fair value as of the relevant measurement date. See Regulation S-K Item 402(v)(3). For guidance, refer to Regulation S-K Compliance and Disclosure Interpretations Questions 128D.03 and 128D.04.
FirstName LastNameJason Brooks Comapany NameRocky Brands, Inc. September 14, 2023 Page 2 FirstName LastName Jason Brooks Rocky Brands, Inc. September 14, 2023 Page 2 3.We note that you have placed footnote (3) in the "Net Income" column of your pay versus performance table. Based on the disclosure made in footnote (3), it appears that footnote (3) should be located in your "Standard & Poor's Footware Index Total Shareholder Return" column. If this is correct, please ensure that in your future filings any footnotes refer to the most relevant column. 4.Refer to the bar graphs showing the relationships required by Regulation S-K Item 402(v)(5). It appears that the dollar amounts signified by the bars representing compensation actually paid to the PEO are higher than the numbers shown in the pay versus performance table. For example, in the graph entitled “Compensation Actually Paid vs. Adjusted Operating Income” the PEO compensation actually paid bar for 2021 appears to extend above $800,000, whereas the amount of compensation actually paid the PEO for that year, as shown in the pay versus performance table, was $761,835. It appears that there may be similar discrepancies for other metrics in these graphs. Please ensure that your disclosures provided pursuant to Regulation S-K Item 402(v)(5) reflect the values shown in the pay versus performance table. Please contact Eric Envall at (202) 551-3234 or Amanda Ravitz at (202) 551-3412 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program
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United States securities and exchange commission logo
September 14, 2023
Jason Brooks
President and Chief Executive Officer
Rocky Brands, Inc.
39 East Canal Street
Nelsonville, OH 45764
Re:Rocky Brands, Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 28, 2023
File No. 001-34382
Dear Jason Brooks:
We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments. Please respond to these comments by confirming that you
will revise your future proxy disclosures in accordance with the topics discussed below.
Definitive Proxy Statement on Schedule 14A filed April 28, 2023
Pay-Versus-Performance, page 24
1.Please identify each named executive officer included in the calculation of average non-
PEO named executive officer compensation, and the fiscal years in which such persons
are included. You may provide this information in a footnote to the pay versus
performance table. See Regulation S-K Item 402(v)(3).
2.Refer to footnote (1)(b) and related amounts deducted and added in the related chart
provided pursuant to Regulation S-K Item 402(v)(2)(iii). It is not clear from the disclosure
whether the calculations represent the fair value of equity awards at fiscal year end or
vesting date or the change in fair value of equity awards from the end of the prior fiscal
year. We note tabular row headings that refer to "Change in FV;" however, footnote (b)
states that the fair values were measured "as of the end of each fiscal year and of each
vesting date." Please ensure that your disclosure clearly identifies, for each of the
numerical amounts deducted and added, whether the amount represents either a change in
fair value, and the period over which such change is measured, or the fair value as of the
relevant measurement date. See Regulation S-K Item 402(v)(3). For guidance, refer to
Regulation S-K Compliance and Disclosure Interpretations Questions 128D.03 and
128D.04.
FirstName LastNameJason Brooks
Comapany NameRocky Brands, Inc.
September 14, 2023 Page 2
FirstName LastName
Jason Brooks
Rocky Brands, Inc.
September 14, 2023
Page 2
3.We note that you have placed footnote (3) in the "Net Income" column of your pay versus
performance table. Based on the disclosure made in footnote (3), it appears that footnote
(3) should be located in your "Standard & Poor's Footware Index Total Shareholder
Return" column. If this is correct, please ensure that in your future filings any footnotes
refer to the most relevant column.
4.Refer to the bar graphs showing the relationships required by Regulation S-K Item
402(v)(5). It appears that the dollar amounts signified by the bars representing
compensation actually paid to the PEO are higher than the numbers shown in the pay
versus performance table. For example, in the graph entitled “Compensation Actually
Paid vs. Adjusted Operating Income” the PEO compensation actually paid bar for 2021
appears to extend above $800,000, whereas the amount of compensation actually paid the
PEO for that year, as shown in the pay versus performance table, was $761,835. It
appears that there may be similar discrepancies for other metrics in these graphs. Please
ensure that your disclosures provided pursuant to Regulation S-K Item 402(v)(5) reflect
the values shown in the pay versus performance table.
Please contact Eric Envall at (202) 551-3234 or Amanda Ravitz at (202) 551-3412 with
any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program