Bylaw Amendment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 8-K   CURRENT REPORT   Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934   Date of Report (date of earliest event reported):   March 9, 2021   WEYCO GROUP, INC. (Exact name of registrant as specified in its charter)   Wisconsin   0-9068   39-0702200 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)   333 W. Estabrook Blvd. P. O. Box 1188 Milwaukee , WI   53201 (Address of principal executive offices)   (Zip Code)   Registrant’s telephone number, including area code: ( 414 ) 908-1600     (Former name or former address, if changed since last report.)   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:   ¨ 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))   Securities registered pursuant to Section 12(b) of the Act:   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   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.   Emerging growth company ¨   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. ¨              Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.    Effective March 9, 2021, the Weyco Group, Inc. (“Company”) Board of Directors approved the following amendments to the Company’s Bylaws:   · Article III, Section 3.01 was amended to provide for the phased declassification of the Board, commencing with the annual meeting of shareholders of the Company to be held in 2021. Pursuant to the amendments: directors up for election at the annual meeting in 2021 will be elected for one-year terms expiring in 2022; at the 2022 meeting, the directors re-elected in 2021 and the directors up for election at that meeting will be elected to one-year terms expiring at the annual meeting in 2023; and, at the 2023 meeting, all directors will be up for election to one-year terms and the declassification will be complete.   The Bylaws, as amended and restated, are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.   Item 9.01 Financial Statements and Exhibits   (d) Exhibits. The following exhibits are being filed herewith:   3.1 Bylaws of Weyco Group, Inc., as amended and restated as of March 9,2021   104 Cover Page Interactive Data File (embedded within the Inline XBRL document)   *           *           *           *           *   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:   March 9, 2021 WEYCO GROUP, INC.       /s/  John Wittkowske   John Wittkowske   Senior Vice President/CFO