UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
Weyco Group, Inc. (the “Company”) held its 2023 Annual Meeting of Shareholders on May 2, 2023. There were 9,537,683 outstanding shares eligible to vote as of March 17, 2023, the record date for the 2023 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 2024. 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 | |||||||||
| Tina Chang | 7,680,321 | 296,476 | 684,253 | |||||||||
| Robert Feitler | 7,099,538 | 877,259 | 684,253 | |||||||||
| John W. Florsheim | 7,864,268 | 112,529 | 684,253 | |||||||||
| Thomas W. Florsheim | 7,772,132 | 204,665 | 684,253 | |||||||||
| Thomas W. Florsheim, Jr. | 7,950,223 | 26,574 | 684,253 | |||||||||
| Cory L. Nettles | 7,234,121 | 742,676 | 684,253 | |||||||||
| Frederick P. Stratton, Jr. | 7,228,297 | 748,500 | 684,253 | |||||||||
(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, 2023, with the following votes:
| Amount | ||||
| Votes for approval: | 8,654,001 | |||
| Votes against: | 3,851 | |||
| Abstentions: | 3,198 | |||
| Broker Non-Votes: | - | |||
(iii) The compensation of the Company’s named executive officers was approved by shareholders in an advisory vote, with the following votes:
| Amount | ||||
| Votes for approval: | 6,732,672 | |||
| Votes against: | 1,213,847 | |||
| Abstentions: | 30,278 | |||
| Broker Non-Votes: | 684,253 | |||
(iv) In an advisory vote, as to the frequency of the advisory vote on the compensation of the Company’s named executive officers, the shareholders voted as follows:
| Amount | ||||
| Votes for three-year frequency: | 5,939,990 | |||
| Votes for two-year frequency: | 47,578 | |||
| Votes for one-year frequency: | 1,957,847 | |||
| Abstentions: | 31,382 | |||
| Broker Non-Votes: | 684,253 | |||
The Company’s 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.
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Signature
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.
| Date: May 4, 2023 | WEYCO GROUP, INC. |
| /s/ Judy Anderson | |
| Judy Anderson | |
| Vice President, Chief Financial Officer and Secretary |