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RCKY > SEC Filings for RCKY > Form 8-K on 14-May-2013All Recent SEC Filings

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Form 8-K for ROCKY BRANDS, INC.


14-May-2013

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obl


Item 1.01 Entry Into a Material Definitive Agreement.

On May 9, 2013, Rocky Brands, Inc. (the "Company") and certain of its subsidiaries (together with the Company, the "Borrowers") entered into Amendment No. 1 to Loan Agreement (the "Amendment"), which amends the Company's Revolving Credit, Guaranty, and Security Agreement with the lenders party thereto (the "Lenders"), and PNC Bank, National Association, as administrative agent for the Lenders (the "Agent"). A copy of the Revolving Credit, Guaranty, and Security Agreement between the Borrowers, the Lenders, and the Agent (the "Loan Agreement") was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, dated October 20, 2010, filed with the Securities and Exchange Commission on October 21, 2010, and is incorporated herein by reference. (All capitalized terms not otherwise defined herein shall have the meanings given to them in the Loan Agreement.)

The Amendment provides greater flexibility to permit the Company to pay dividends, make purchases of stock, redeem stock, and make other restricted payments to the Company's shareholders. The Amendment also updates the Loan Agreement for certain provisions required by the Agent, including anti-terrorism and other requirements under the USA PATRIOT Act and the Office of Foreign Assets Control and certain tax and reporting requirements.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment. A copy of the Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See "Item 1.01 Entry into a Material Definitive Agreement," which is incorporated herein by reference.



Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 8, 2013, the Company held its annual meeting of shareholders. The following directors were elected at the meeting according to the vote tabulation described below:

Director Votes For Votes Withheld Non Votes Mike Brooks 2,710,883 2,139,303 1,809,172 Glenn E. Corlett 2,502,597 2,347,589 1,809,172 Harley E. Rouda, Jr. 2,709,418 2,140,768 1,809,172 James L. Stewart 2,708,274 2,141,912 1,809,172

The shareholders voted on a resolution to approve on an advisory, nonbinding basis the compensation of the Company's named executive officers according to the vote tabulation described below:

Votes For Votes Against Abstain Non Votes 4,731,710 58,616 59,860 1,809,172

Finally, the shareholders ratified the selection of Schneider Downs & Co., Inc. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013, according to the vote tabulation described below:

Votes For Votes Against Abstain Non Votes 6,623,370 12,518 23,470 0



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

   Exhibit No.                              Description

      10.1     Amendment No. 1 to Loan Agreement, dated May 9, 2013, by and among
               Rocky Brands, Inc., Lehigh Outfitters, LLC, Lifestyle Footwear, Inc.,
               Rocky Brands Wholesale LLC, Rocky Brands International, LLC, and Rocky
               Canada, Inc., the lenders party thereto, and PNC Bank, National
               Association, as agent for the lenders

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