WEYCO Group: Weyco : Form 8 K Director Resignation / 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): February 28, 2025 WEYCO GROUP, INC. (Exact name of registrant as specified in its charter) Wisconsin 0-9068 39-0702200 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 333 W. Estabrook Blvd. Glendale, WI 53212 (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 240.13a-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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Departure of Director Effective February 28, 2025, Mr. Robert Feitler resigned from his position as a member of the Board of Directors ("Board") of Weyco Group, Inc. (the "Company"). Mr. Feitler, who had been a director since 1964, served on the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee immediately prior to his resignation. Mr. Feitler's resignation was not due to any disagreements with the Company on any matters relating to the Company's operations, policies, or practices. In connection with Mr. Feitler's resignation, Mr. Feitler's unvested stock options and restricted stock will vest on March 4, 2025, with no further restrictions. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Amendments to Bylaws Effective March 4, 2025, the Company's Board approved the following amendments to the Company's Amended and Restated bylaws (the "Bylaws"): Article III, Section 3.01 was amended to modify the number of directors required to serve on the Company's Board. Pursuant to the amendment, the number of directors of the Company shall be at least six (6) and no more than (8), with the specific number of directors to be determined from time to time by resolution of the Board. Previously, the bylaws called for seven directors. Article III, Section 3.01 was amended to remove language regarding the phased declassification of the Board, which was completed in 2023. The Bylaws, as amended, 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 Amended and Restated Bylaws of Weyco Group, Inc., as amended March 4, 2025 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 5, 2025 WEYCO GROUP, INC. /s/ Judy Anderson Judy Anderson Vice President, Chief Financial Officer and Secretary AMENDED AND RESTATED BYLAWS of WEYCO GROUP, INC. ADOPTED March 9, 2021, as amended March 4, 2025 ARTICLE I. OFFICES; RECORDS 1.01. Principal and Business Offices . The corporation may have such principal and other business offices, either within or without the State of Wisconsin, as the Board of Directors may designate or as the business of the corporation may require from time to time. 1.02. Registered Office and Registered Agent . The registered office of the corporation required by the Wisconsin Business Corporation Law to be maintained in the State of Wisconsin may be, but need not be, identical with the principal office in the State of Wisconsin. The address of the registered office may be changed from time to time by any officer or by the registered agent. The business office of the registered agent of the corporation shall be identical to such registered office. 1.03. Corporate Records . The following records shall be kept at the corporation's principal office or at such other reasonable location as may be specified by the corporation: Minutes of shareholders' and board of directors' meetings and any written notices thereof. Records of actions taken by the shareholders or directors without a meeting. Records of actions taken by committees of the board of directors. Accounting records. Records of its shareholders. ARTICLE II. SHAREHOLDERS 2.01. Annual Meeting . The annual meeting of the shareholders shall be held on the fourth Tuesday in April of each year at 10:00 AM, or at such other time and date as may be fixed by or under the authority of the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting is a legal holiday in the State of Wisconsin, such meeting shall be held on the next succeeding business day. If the election of directors is not held on the day designated herein, or fixed as herein provided, for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient. Special Meetings . Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or the Board of Directors. If and as required by the Wisconsin Business Corporation Law, a special meeting shall be called upon written demand describing one or more purposes for which it is to be held by holders of shares with at least 10% of the votes entitled to be cast on any issue proposed to be considered at the meeting. The purpose or purposes of any special meeting shall be described in the notice required by Section 2.04 of these Bylaws. Place of Meeting . The Board of Directors may designate any place, either within or without the State of Wisconsin, as the place of meeting for any annual meeting or any special meeting. If no designation is made, the place of meeting shall be the principal business office of the corporation but any meeting may be adjourned to reconvene at any place designated by vote of a majority of the shares represented thereat. 2.04. Notices to Shareholders . Required Notice . Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting (unless a different time is provided by law or the Articles of Incorporation), by or at the direction of the President or the Secretary, to each shareholder entitled to vote at such meeting or, if the Wisconsin Business Corporation Law requires that notice be given to shareholders not entitled to vote, to all shareholders. If mailed, such notice is effective when deposited in the United States mail, and shall be addressed to the shareholder's address shown in the current record of shareholders of the corporation, with postage thereon prepaid. At least twenty (20) days' notice shall be provided if the purpose, or one of the purposes, of the meeting is to consider a plan of merger 2 or share exchange or the sale, lease, exchange or other disposition of all or substantially all of the corporation's property, with or without good will, otherwise than in the usual and regular course of business. Adjourned Meeting . Except as provided in the next sentence, if any shareholder meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, and place, if the new date, time, and place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed, then notice must be given pursuant to the requirements of paragraph (a) of this Section 2.04, to those persons who are shareholders as of the new record date. Waiver of Notice . A shareholder may waive notice in accordance with Article VI of these Bylaws. Contents of Notice . The notice of each special shareholder meeting shall include a description of the purpose or purposes for which the meeting is called. Except as otherwise provided in this section 2.04(d), or as provided in the Articles of Incorporation, or otherwise in the Wisconsin Business Corporation Law, the notice of an annual shareholder meeting need not include a description of the purpose or purposes for which the meeting is called. Fundamental Transactions . If a purpose of any shareholder meeting is to consider either: (l) a proposed amendment to the Articles of Incorporation (including any restated articles); (2) a plan of merger or share exchange; (3) the sale, lease, exchange or other disposition of all or substantially all of the corpo