Shareholder Vote

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):   May 2, 2023   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)   (I.R.S 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.)   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   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 240.13e-4(c))   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 5.07 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.   * * * * *         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