DEF 14A 1 c60762ddef14a.txt SCHEDULE 14A 1 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the registrant [X] Filed by a party other than the registrant [ ] Check the appropriate box: [ ] Preliminary proxy statement. [ ] Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)). [X] Definitive proxy statement. [ ] Definitive additional materials. [ ] Soliciting material pursuant to Rule 14a-12 Weyco Group, Inc. -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) Weyco Group, Inc. -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement if Other Than the Registrant) Payment of filing fee (check the appropriate box): [ ] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: -------------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: -------------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: -------------------------------------------------------------------------------- (5) Total fee paid: -------------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. -------------------------------------------------------------------------------- [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount Previously Paid: -------------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: -------------------------------------------------------------------------------- (3) Filing Party: -------------------------------------------------------------------------------- (4) Date Filed: -------------------------------------------------------------------------------- 2 [WEYCO GROUP, INC. LOGO] Glendale, Wisconsin Notice of ANNUAL MEETING OF SHAREHOLDERS To be Held April 24, 2001 NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of WEYCO GROUP, INC., a Wisconsin corporation (hereinafter called the "Company"), will be held at the general offices of the Company, 333 West Estabrook Boulevard, Glendale, Wisconsin 53212, on Tuesday, April 24, 2001 at 10:00 A. M. (Central Daylight Time), for the following purposes: 1. To elect two members to the Board of Directors; and 2. To consider and transact any other business that properly may come before the meeting or any adjournment thereof. The Board of Directors has fixed March 5, 2001 as the record date for the determination of the common shareholders entitled to notice of and to vote at this annual meeting or any adjournment thereof. The Board of Directors requests that you indicate your voting directions, sign and promptly mail the enclosed proxy(ies) for the meeting. Any proxy may be revoked at any time prior to its exercise. By order of the Board of Directors, JOHN F. WITTKOWSKE Secretary March 23, 2001 3 PROXY STATEMENT INTRODUCTION The enclosed proxy is solicited by the Board of Directors of Weyco Group, Inc. for exercise at the annual meeting of shareholders to be held at the offices of the Company, 333 West Estabrook Boulevard, Glendale, Wisconsin 53212, at 10:00 A. M. (Central Daylight Time) on Tuesday, April 24, 2001, or any adjournment thereof. Any shareholder delivering the form of proxy has the power to revoke it at any time prior to the time of the annual meeting by filing with the Secretary of the Company an instrument of revocation or a duly executed proxy bearing a later date or by attendance at the meeting and electing to vote in person by giving notice of such election to the Secretary of the Company. Proxies properly signed and returned will be voted as specified thereon. The proxy statements and the proxies are being mailed to shareholders on approximately March 23, 2001. The Company has two classes of common stock entitled to vote at the meeting -- Common Stock with one vote per share and Class B Common Stock with ten votes per share. As of March 5, 2001, the record date for determination of the common shareholders entitled to notice of and to vote at the meeting or any adjournment thereof, there were outstanding 3,033,289 shares of Common Stock and 913,329 shares of Class B Common Stock. SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS The following table sets forth information, as of March 5, 2000, with respect to the beneficial ownership of the Company's common stock by each director and nominee for director, for each of the named executive officers identified for "Management Compensation" herein and by all directors and executive officers as a group.

COMMON STOCK CLASS B COMMON STOCK ------------------------ ------------------------ NO. OF SHARES NO. OF SHARES AND NATURE OF AND NATURE OF BENEFICIAL PERCENT BENEFICIAL OWNERSHIP OF CLASS OWNERSHIP PERCENT (1)(2) (3) (2) OF CLASS ------------- -------- ------------- -------- Thomas W. Florsheim................................. 462,185 14.96 606,420 66.40 333 W. Estabrook Blvd., Glendale, WI 53212 John W. Florsheim................................... 135,902 4.40 10,266 1.12 333 W. Estabrook Blvd., Glendale, WI 53212 Thomas W. Florsheim, Jr............................. 178,971 5.80 10,542 1.15 333 W. Estabrook Blvd., Glendale, WI 53212 James F. Gorman..................................... 36,000 1.18 -- -- Peter S. Grossman................................... 29,050 .95 10,700 1.17 Virgis W. Colbert................................... -- -- -- -- Robert Feitler...................................... 30,000 .99 45,000 4.93 Leonard J. Goldstein................................ 3,000 .10 -- -- Frank W. Norris..................................... 6,822 .22 822 .09 Frederick P. Stratton, Jr........................... 28,000 .92 18,000 1.97 All Directors and Executive Officers as a Group (12 persons including the above-named)................ 996,630 30.05 701,750 76.83

NOTES: (1) Includes the following unissued shares deemed to be "beneficially owned" under Rule 13d-3 which may be acquired upon the exercise of outstanding stock options: Mr. Thomas W. Florsheim -- 55,000; Mr. John W. Florsheim -- 55,000; Mr. Thomas W. Florsheim, Jr. -- 55,000; James F. Gorman -- 26,000; Peter S. Grossman -- 26,000; All Directors and Executive Officers as a Group -- 283,000. 1 4 (2) The specified persons have sole voting power and sole dispositive power as to all shares indicated above, except for the following shares as to which voting and dispositive power are shared:

CLASS B COMMON COMMON ------ ------- Thomas W. Florsheim 12,948 12,948 John W. Florsheim 17,492 -- Thomas W. Florsheim, Jr. 41,753 -- Peter S. Grossman 3,050 10,700 All Directors and Executive Officers as a Group 75,243 23,648

(3) Calculated on the basis of outstanding shares plus shares which can be acquired upon exercise of outstanding stock options, by the person or group involved. The following table sets forth information, as of December 31, 2000, with respect to the beneficial ownership of the Company's Common Stock by those persons, other than those reflected in the above table, believed by the Company to own beneficially more than five percent (5%) of the Common Stock outstanding. The Company believes there are no other persons who own beneficially more than five percent (5%) of the Class B Common Stock outstanding.

NAME AND ADDRESS OF AMOUNT AND NATURE OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS --------------------------- -------------------- ---------------- Royce & Associates, Inc., Charles Royce 1414 Avenue of the Americas New York, New York 10019 433,714 14.3%

NOTE: According to the Schedule 13G statement filed as a group by Royce & Associates, Inc. and Charles Royce in February 2001, Royce & Associates, Inc. has sole voting and dispositive power with respect to 433,714 shares of Common Stock of the Company. 2 5 ELECTION OF DIRECTORS A majority of the votes entitled to be cast by outstanding shares of Common Stock and Class B Common Stock (considered together as a single voting group), represented in person or by proxy, will constitute a quorum at the annual meeting. Directors are elected by a plurality of the votes cast by the holders of the Company's Common Stock and Class B Common Stock (voting together as a single voting group) at a meeting at which a quorum is present. "Plurality" means that the individuals who receive the largest number of votes cast are elected as directors up to the maximum number of directors to be chosen at the meeting. Consequently, any shares not voted (whether by abstention, broker nonvote or otherwise) have no impact in the election of directors except to the extent the failure to vote for an individual results in another individual receiving a larger number of votes. Votes "against" a candidate are not given legal effect and are not counted as votes cast in an election of directors. Votes will be tabulated by an inspector at the meeting. The persons who are nominated as directors and for whom the proxies will be voted and all continuing Directors are listed below. If any of the nominees should decline or be unable to act as a Director, which eventuality is not foreseen, the proxies will be voted with discretionary authority for a substitute nominee designated by the Board of Directors. There are no family relationships between any of the Company's directors and executive officers, except that Thomas W. Florsheim is the father of Thomas W. Florsheim, Jr. and John W. Florsheim.

SERVED AS NOMINEES DIRECTOR PRINCIPAL OCCUPATION AND FOR TERM EXPIRING 2004 AGE SINCE BUSINESS EXPERIENCE ---------------------- --- --------- ------------------------------------------------------- Thomas W. Florsheim 70 1964 Chairman of the Board, 1968 to present; Chief Executive (1) Officer of the Company, 1968 to 1999. Frank W. Norris 80 1981 Chairman of the Board and Chief Executive Officer of (1)(2)(3)(4) Ken Cook Company, 1997 to present; Director of Associated Bank Milwaukee,1977 to 1997; President of Associated Bank Milwaukee, 1994 to 1997; Vice Chairman of the Board of Associated Bank Milwaukee, 1991 to 1994; Chairman of the Board of Associated Bank Milwaukee, 1985 to 1991. CONTINUING DIRECTORS TERM EXPIRES 2003 ---------------------------- Virgis W. Colbert 61 2000 Executive Vice President of Miller Brewing Company, (1)(2)(3)(4) 1997 to present; also a Director of Miller Brewing Company, Delphi Automotive Systems, Inc., Bradley Center Sports and Entertainment Corporation, Columbia Health Systems, and The Greater Milwaukee Open. John W. Florsheim 37 1996 Executive Vice President, Chief Operating Officer and Assistant Secretary of the Company, 1999 to present; Executive Vice President of the Company, 1996 to 1999; Vice President of the Company, 1994 to 1996; Brand Manager, M & M/Mars, Inc., 1990 to 1994. Frederick P. Stratton, Jr. 61 1976 Chairman of the Board and Chief Executive Officer of (1)(2)(3)(4) Briggs & Stratton Corporation (Manufacturer of Gasoline Engines), 1986 to present; also a Director of Banc One Corporation, Midwest Express Holdings, Inc., Wisconsin Electric Power Co. and Wisconsin Energy Corporation.

3 6

SERVED AS CONTINUING DIRECTORS DIRECTOR PRINCIPAL OCCUPATION AND TERM EXPIRING 2002 AGE SINCE BUSINESS EXPERIENCE -------------------- --- --------- ------------------------------------------------------- Thomas W. Florsheim, Jr. 43 1996 President and Chief Executive Officer of the Company, 1999 to present; President and Chief Operating Officer of the Company, 1996 to 1999; Vice President of the Company, 1988 to 1996. Robert Feitler 70 1964 Chairman, Executive Committee of the Company, 1996 to (1)(2) present; President and Chief Operating Officer of the Company, 1968 to 1996; also a Director of Strattec Security Corp. and Trustee of Rembrandt Funds. Leonard J. Goldstein 74 1992 Retired; Chairman of the Board of Miller Brewing (1)(2)(3)(4) Company, 1991 to 1993; President and Chief Executive Officer of Miller Brewing Company, 1988 to 1991.

NOTES: (1) Member of Executive Committee, of which Mr. Feitler is Chairman. No meetings were held in 2000. The Executive Committee is empowered to exercise the authority of the Board of Directors in the management of the business and affairs of the Company between meetings of the Board, except for declaring dividends, filling vacancies in the Board of Directors or committees thereof, amending the Articles of Incorporation, adopting, amending or repealing Bylaws and certain other matters. (2) Member of Audit Committee, of which Mr. Stratton is Chairman. Two meetings were held in 2000. The Audit Committee reviews accounting policies and practices of the Company, including the adequacy of the system of internal accounting controls. It also recommends to the Board a firm of independent public accountants to make an audit of the annual financial statements of the Company and reviews with the independent public accountants the plan and result of their audit of these financial statements. (3) Member of Compensation and Fringe Benefit Committee, of which Mr. Norris is Chairman. Two meetings were held in 2000. The Compensation and Fringe Benefit Committee establishes compensation arrangements for senior management. (4) Member of Stock Option Committee, of which Mr. Norris is Chairman. One meeting was held in 2000. The Stock Option Committee administers the granting of stock options to officers and other key employees of the Company and its subsidiaries. The Board of Directors held six meetings in 2000. All Directors attended at least 75% of the meetings during 2000. The Company has no nominating or similar committee of the Board of Directors. 4 7 AUDIT COMMITTEE The Board of Directors has adopted and approved a formal written charter for the Audit Committee, a copy of which is attached to this Proxy Statement as Appendix A. The Board of Directors has determined that the members of the Audit Committee are "independent," as defined in the corporate governance standards of the NASD relating to audit committees of companies with securities listed on the Nasdaq National Market, meaning that they have no relationship to the Company that may interfere with the exercise of their independence from management and the Company. AUDIT COMMITTEE REPORT The Audit Committee of the Board of Directors oversees and monitors the participation of the Company's management and independent auditors throughout the financial reporting process. In connection with its function to oversee and monitor the financial reporting process of the Company, the Audit Committee has done the following: - reviewed and discussed the audited financial statements for the year ended December 31, 2000 with the Company's management; - discussed with Arthur Andersen LLP, the Company's independent auditors, those matters required to be discussed by SAS 61, as amended (Codification of Statements on Auditing Standards, AU sec.380); and - received the written disclosure and the letter from Arthur Andersen LLP required by Independence Standards Board Statement No. 1 (Independence Discussions with Audit Committee) and has discussed with Arthur Andersen LLP its independence. Based on the foregoing, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company's annual report on Form 10-K for the year ended December 31, 2000. The Audit Committee also reviewed the fees and scope of services provided to the Company by Arthur Andersen LLP for the year ended December 31, 2000, as reflected in the following table, and considered whether the provision of the non-audit services described in the table is compatible with maintaining the independence of Arthur Andersen LLP, and has determined that the provision of such services is compatible.

TYPE OF SERVICE AMOUNT --------------- ------ Audit Fees $87,500 Financial Information Systems Design and Implementation Fees -- All Other Fees $23,400

AUDIT COMMITTEE Frederick P. Stratton, Jr., Chairman Virgis Colbert Robert Feitler Leonard Goldstein Frank Norris 5 8 MANAGEMENT COMPENSATION SUMMARY COMPENSATION TABLE The following table sets forth total compensation of the Chief Executive Officer and the four other most highly compensated executive officers of the Company as of December 31, 2000, for the year 2000, as well as for the two previous years.

LONG TERM COMPENSATION -------------------------------- ANNUAL COMPENSATION AWARDS PAYOUTS ------------------------------------------ ---------------------- ------- OTHER ANNUAL RESTRICTED OPTIONS/ LTIP ALL OTHER NAME AND PRINCIPAL SALARY BONUS COMPENSATION STOCK SARS PAYOUTS COMPENSATION POSITION YEAR ($) ($) ($)(1) AWARDS($) (#)(2)(3) ($) ($)(1) ------------------ ---- ------ ----- ------------ ---------- --------- ------- ------------ Thomas W. Florsheim 2000 250,000 -- -- -- 10,000 -- -- Chairman(4) 1999 250,000 -- -- -- 10,000 -- -- 1998 287,500 -- -- -- 10,000 -- -- Thomas W. Florsheim, Jr. 2000 375,000 40,000 -- -- 10,000 -- -- President and Chief 1999 350,000 -- -- -- 10,000 -- -- Executive Officer(5) 1998 300,000 -- -- -- 10,000 -- -- John W. Florsheim 2000 285,000 30,000 -- -- 10,000 -- -- Executive Vice President 1999 260,000 -- -- -- 10,000 -- -- Chief Operating Officer(5) 1998 215,000 -- -- -- 10,000 -- -- James F. Gorman 2000 234,000 20,000 -- -- 5,000 -- -- Vice President 1999 227,500 10,000 -- -- 5,000 -- -- 1998 222,500 -- -- -- 5,000 -- -- Peter S. Grossman 2000 242,000 20,000 -- -- 5,000 -- -- Vice President 1999 237,000 5,000 -- -- 5,000 -- -- 1998 230,500 2,500 -- -- 5,000 -- --

NOTES: (1) Other compensation to the named individuals did not exceed the lesser of $50,000 or 10% of salary. (2) Options to acquire shares of Common Stock. (3) The Company has granted no stock appreciation rights. (4) Effective January 1, 1999, Thomas W. Florsheim stepped down as Chief Executive Officer of the Company. He remains employed as Chairman of the Board of Directors of the Company. (5) Effective January 1, 1999, Thomas W. Florsheim, Jr. was appointed President and Chief Executive Officer of the Company and John Florsheim was appointed Executive Vice President, Chief Operating Officer and Assistant Secretary of the Company. OPTION/SAR GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS ------------------------------------------------------------------------------------- POTENTIAL REALIZABLE NUMBER OF % OF TOTAL VALUE AT ASSUMED SECURITIES OPTIONS ANNUAL RATES OF UNDERLYING /SARS STOCK PRICE OPTIONS GRANTED TO APPRECIATION FOR /SARS EMPLOYEES EXERCISE OR OPTION TERM GRANTED IN FISCAL BASE PRICE EXPIRATION --------------------- NAME (#) YEAR ($/SH) DATE 5%($) 10%($) ---- ---------- ---------- ----------- ---------- ----- ------ Thomas W. Florsheim 10,000 12 25.50 11-02-10 160,400 406,400 Thomas W. Florsheim, Jr. 3,565 4 28.05 11-02-05 28,056 62,031 6,435 8 25.50 11-02-10 103,217 261,518 John W. Florsheim 3,565 4 28.05 11-02-05 28,056 62,031 6,435 8 25.50 11-02-10 103,217 261,518 James F. Gorman 5,000 6 25.50 11-02-10 80,200 203,200 Peter S. Grossman 5,000 6 25.50 11-02-10 80,200 203,200

6 9 AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION/SAR VALUES The following table provides information related to options exercised by the named executive officers during 2000 and the number and value of options held at December 31, 2000. The Company has not granted any stock appreciation rights.

NUMBER OF SECURITIES VALUE OF UNEXERCISED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/SARS OPTIONS/SARS SHARES ACQUIRED VALUE AT FY-END (#) AT FY-END ($)(2)(3) ON EXERCISE REALIZED --------------------------- --------------------------- NAME (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE ---- --------------- -------- ----------- ------------- ----------- ------------- Thomas W. Florsheim 15,000 175,000 45,000 10,000 198,099 0 Thomas W. Florsheim, Jr. 15,000 175,000 45,000 10,000 198,099 0 John W. Florsheim 15,000 175,000 45,000 10,000 198,099 0 James F. Gorman 6,000 76,000 21,000 5,000 91,770 0 Peter S. Grossman 6,000 70,000 21,000 5,000 91,770 0

NOTES: (1) Value is calculated based on the difference between the option exercise price and the closing market price of the Common Stock on the date of exercise multiplied by the number of shares to which the exercise relates. (2) The fair market value of the Company's Common Stock at December 31, 2000 was $24.50 (average of bid -- $24.125 and asked -- $24.875). Value was calculated on the basis of the difference between the option exercise price and $24.50 multiplied by the number of shares of Common Stock underlying the option. (3) All unexercisable options are out-of-the-money at December 31, 2000. PENSION PLANS The Company maintains a defined benefit pension plan for various employees of the Company, including salaried employees. The Company also maintains an unfunded excess benefits plan so that participants in the defined benefit pension plan may receive pension benefits which they would otherwise be prevented from receiving as a result of certain limitations of the Internal Revenue Code. The following table shows estimated annual benefits payable at normal retirement under the general plan formula to persons whose normal retirement age is 65 in specified earnings and years-of-service classifications. Amounts in excess of $118,800 or based on income in excess of $170,000 are payable pursuant to the excess benefits plan.

YEARS OF SERVICE HIGHEST FIVE YEAR ---------------------------------------- AVERAGE EARNINGS 10 15 20 25 ----------------- -- -- -- -- $100,000 $14,000 $ 22,000 $ 29,000 $ 36,000 150,000 22,000 34,000 45,000 56,000 200,000 30,000 46,000 61,000 76,000 250,000 38,000 58,000 77,000 96,000 300,000 46,000 70,000 93,000 116,000 350,000 54,000 82,000 109,000 136,000 400,000 62,000 94,000 125,000 156,000 450,000 70,000 100,000 141,000 176,000 500,000 78,000 118,000 157,000 196,000

The plans provide for normal retirement at age 65 and provide for reduced benefits for early retirement beginning at age 55. Pension benefits are payable as a straight life annuity and are calculated under a formula which is integrated with Social Security, although the amounts determined under the formula are not reduced by Social Security benefits or other offsets. The normal retirement benefit is based on (i) the highest average earnings for any 5 consecutive years during the 10 calendar years ending with the year of retirement, (ii) length of service up to 25 years and (iii) the highest average covered compensation for Social Security purposes. Earnings covered by the plan are generally defined as wages for purposes of federal income tax withholding and therefore include the value realized upon the exercise of non-qualified stock options and other minor items in addition to those included in the above Summary Compensation Table as "Salary". Years of credited service under the plans for the individuals described in the above Summary Compensation Table are as follows: Mr. Florsheim -- 25; Mr. Gorman -- 25; Mr. Grossman -- 25; Mr. Florsheim, Jr. -- 19; John W. Florsheim -- 7. 7 10 The foregoing describes the general formula under the defined benefit plan and related excess benefits plan as revised in 1991. Those salaried employees who were covered in the plans on January 1, 1989 are provided with the higher of the benefits described above or a minimum benefit based on a prior formula through the defined benefit plan, the unfunded excess benefits plan described above and an unfunded deferred compensation plan. The normal retirement benefit under the prior formula is based on the highest average earnings for any 5 consecutive years during the 10 calendar years preceding retirement and length of service up to 25 years. Minimum benefit amounts are not subject to any deduction for Social security benefits. Earnings covered by this formula are the same as those shown in the above Summary Compensation Table as "Salary." The following table shows estimated annual benefits payable under the prior formula upon normal retirement to persons in specified earnings and years-of-service classifications. Amounts in excess of $118,800 or based on income in excess of $170,000 are payable pursuant to the excess benefits plan and the deferred compensation plan.

YEARS OF SERVICE HIGHEST FIVE YEAR ---------------------------------------- AVERAGE EARNINGS 10 15 20 25 ----------------- ------- -------- -------- -------- $100,000 $16,000 $ 23,000 $ 31,000 $ 39,000 150,000 24,000 35,000 47,000 59,000 200,000 32,000 48,000 63,000 79,000 250,000 40,000 59,000 79,000 99,000 300,000 48,000 71,000 95,000 119,000 350,000 56,000 84,000 111,000 139,000 400,000 64,000 95,000 127,000 159,000 450,000 72,000 107,000 143,000 179,000 500,000 80,000 120,000 159,000 199,000

COMPENSATION OF DIRECTORS Directors of the Company who are not also employees of the Company or subsidiaries receive a quarterly retainer of $1,250. In addition, they receive $1,000 for each Board or Committee meeting attended, except that for each additional meeting attended on the same day the compensation is $500. These Directors may defer payment of all or part of their fees under the Deferred Compensation Plan for Directors until they cease to be Directors. EMPLOYMENT AND DEFERRED COMPENSATION AGREEMENTS The Company has entered into employment contracts with Thomas W. Florsheim, Jr. and John W. Florsheim whereby, for services to be rendered, their employment will be continued until December 31, 2001, at salary levels to be determined and reviewed periodically. These contracts provide, among other things, that a lump sum amount equal to slightly less than three times his base amount compensation (as defined in Section 280G of the Internal Revenue Code) will be paid to Mr. Thomas W. Florsheim, Jr. or Mr. John W. Florsheim, respectively, as severance pay, in the event the Company terminates his employment without cause or he terminates his employment following a change in control of more than 15% of the shares of the Company, the replacement of two or more directors by persons not nominated by the Board of Directors, any enlargement of the size of the Board of Directors if the change was not supported by the existing Board of Directors, a merger, consolidation or transfer of assets of the Company, or a substantial change in his responsibilities. In the event Mr. Thomas W. Florsheim, Jr. or Mr. John W. Florsheim is prevented from performing his duties by reason of permanent disability, his normal salary will be discontinued and a disability salary of $225,000 per annum for Thomas W. Florsheim, Jr. and $161,250 per annum for Mr. John Florsheim will be paid until December 31, 2003. Also, in the event Mr. Thomas W. Florsheim, Jr. or Mr. John W. Florsheim dies prior to the termination of his employment under the contract, a death benefit equal to his salary at the annual rate being paid to him at the date of death will be paid to a designated beneficiary for a three-year period. As of January 1, 2001, Mr. Thomas W. Florsheim's, Jr. annual salary is $400,000 and Mr. John W. Florsheim's annual salary is $310,000. The Company entered into deferred compensation agreements with both Mr. Thomas W. Florsheim and Mr. Robert Feitler under which each of them, or their designated beneficiaries in the event of their death, would be entitled to a deferred compensation benefit of $180,000 per year for twenty years upon reaching age 65 while employed by the Company, payable commencing upon retirement from employment by the Company or at death. On December 1, 1995, the Board of Directors, with Mr. Florsheim and Mr. Feitler abstaining, approved the amendment of the deferred compensation agreements between the Company and Mr. Florsheim and Mr. Feitler. The amended agreements accelerate the payments which would have been made under the 8 11 previous agreements. The amended agreements call for payments which have the same present value at a 7% discount rate as of the employee's 65th birthday as the compensation under the previous agreements. The Company has entered into change of control agreements with four executives, John Wittkowske, Peter Grossman, James Gorman, and David Couper. These contracts provide that a lump sum equal to slightly less than three times his base amount of compensation (as defined in Section 280G of the Internal Revenue Code), calculated with respect to the 3 taxable year period ending before the date the change of control occurs, will be paid as severance pay in the event of a change of control. The change of control agreements define a change of control as an event in which: (1) more than 25% of the voting power of the outstanding stock of the Company is directly or indirectly controlled by a person or group of persons other than the members of the family of Thomas W. Florsheim and their descendents or trusts; (2) the Company consolidates or merges with another corporation or entity which is not a wholly owned subsidiary of the Company unless such consolidation or merger is approved by the Board of Directors when the majority of the Directors are persons who have been nominated by the Board of Directors or the Florsheims; (3) all or substantially all of the operating assets of the Company have been sold; (4) the majority of the existing members of the Board of Directors have been replaced by persons not nominated by the Board of Directors or the Florsheims; or (5) Section 2 of Article III of the Company's Bylaws is amended to enlarge the number of directors of the Company if the change was not supported by the existing Board of Directors or the Florsheims. As of January 1, 2001, Mr. Wittkowske's annual salary is $220,000, Mr. Grossman's annual salary is $247,000, Mr. Gorman's annual salary is $240,500 and Mr. Couper's annual salary is $110,500. REPORT OF THE COMPENSATION AND FRINGE BENEFIT COMMITTEE AND STOCK OPTION COMMITTEE ON EXECUTIVE COMPENSATION The Compensation and Fringe Benefit Committee and the Stock Option Committee are composed of four non-employee directors who are responsible for establishing the total compensation of the CEO and other executive officers of the Company. Salaries of the CEO and other executive officers are reviewed annually and adjusted according to individual performance and ability to fulfill the position's assigned duties and responsibilities, its accountability and its impact on the operations and profitability of the Company. On January 30, 2001, the Compensation and Fringe Benefit committee ("the Committee") met to establish executive officers' salaries for 2001 (effective January 1, 2001). The CEO's salary was set at $400,000 and the COO's salary was set at $310,000. They both also received stock options granted late in 2000, as the committee recognizes stock ownership provides performance incentives that encourage long-term growth in value for public shareholders. Stock options were also granted in 2000 to all other executive officers of the Company to link total executive compensation to stock price performance. Based upon the Company's performance in 2000, specifically sales growth while maintaining profitability, the Committee authorized the payment of bonuses to all employees, including the CEO and other executive officers in 2000. This report is submitted by the members of the Compensation and Fringe Benefit Committee and the Stock Option Committee. Virgis W. Colbert Leonard J. Goldstein Frank W. Norris Frederick P. Stratton, Jr. 9 12 COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN FOR THE YEAR ENDED: DECEMBER 31, 2000 [PERFORMANCE GRAPH]

--------------------------------------------------------------------------------------------------------------- 1996 1997 1998 1999 2000 --------------------------------------------------------------------------------------------------------------- Weyco Group, Inc. Company 108 179 204 209 203 --------------------------------------------------------------------------------------------------------------- NASDAQ Non-Financial Index Stock Index 121 142 209 409 238 --------------------------------------------------------------------------------------------------------------- Russell 3000 - Shoes Peer Group Index 154 127 104 104 142 ---------------------------------------------------------------------------------------------------------------

STOCK PERFORMANCE The following line graph compares the cumulative total shareholder return on the Company's common stock during the five years ended December 31, 2000 with the cumulative return on the Nasdaq Non-Financial Stock Index and the Russell 3000-Shoes Index. The comparison assumes $100 was invested on December 31, 1995 in the Company's common stock and in each of the foregoing indices and assumes reinvestment of dividends. INDEPENDENT PUBLIC ACCOUNTANTS It is expected that Arthur Andersen LLP, the Company's independent public accountants for 2000, will be selected for 2001 by the Board of Directors immediately following the annual meeting of shareholders. A representative of Arthur Andersen LLP is expected to be present at the annual meeting of shareholders with the opportunity to make a statement if so desired and such representative is expected to be available to respond to appropriate questions. METHOD OF PROXY SOLICITATION The entire cost of solicitation of proxies will be borne by the Company. The officers of the Company may solicit proxies from some of the larger shareholders, which solicitation may be made by mail, telephone, or personal interviews; these officers will not receive additional compensation for soliciting such proxies. Request will also be made of brokerage houses and other custodians, nominees and fiduciaries to forward, at the expense of the Company, soliciting material to the beneficial owners of shares held of record by such persons. OTHER MATTERS The Company has not been informed and is not aware that any other matters will be brought before the meeting. However, proxies will be voted with discretionary authority with respect to any other matters that properly may be presented to the meeting. 10 13 INCORPORATION BY REFERENCE The Company's financial statements and the related management's discussion and analysis of financial condition and results of operation are incorporated by reference from the Company's Annual Report to Shareholders. SHAREHOLDER PROPOSALS Shareholder proposals must be received by the Company no later than November 30, 2001, in order to be considered for inclusion in next year's annual meeting proxy statement. In addition, a proposal submitted outside of Rule 14a-8 will be considered untimely, and the Company may use discretionary voting authority for any proposal that may be raised at next year's annual meeting unless the proponent notifies us of the proposal not later than February 6, 2002. [WEYCO GROUP, INC. LOGO] March 23, 2001 JOHN F. WITTKOWSKE Milwaukee, Wisconsin Secretary 11 14 APPENDIX A WEYCO GROUP, INC. AUDIT COMMITTEE CHARTER The Audit Committee consists of at least three (3) members of the Board of Directors who are not employees of the Company. The Audit Committee's primary duties and responsibilities are to: (1) monitor the integrity of the financial statements of the Company, (2) monitor the compliance by the Company with legal and regulatory requirements and (3) oversee the independence and performance of the Company's external auditors. The members of the Audit Committee shall meet the independence and experience requirements of the New York Stock Exchange. The Audit Committee shall have the authority to retain at the Company's expense special legal, accounting or other consultants to advise the Committee. The Audit Committee may request any employee of the Company or the Company's outside counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. The Audit Committee shall: Review Procedures 1. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. 2. Review the Company's annual audited financial statements with management and independent auditors prior to filing or distribution. The review shall include major issues regarding accounting and auditing principles and practices as well as the adequacy of internal controls that could significantly affect the Company's financial statements. 3. Review an analysis prepared by management and the independent auditor of significant financial reporting issues and judgments made in connection with the preparation of the Company's financial statements. 4. Review with management and independent auditor the Company's quarterly financial statements prior to the filing of its Form 10-Q. At a minimum, the Audit Committee Chairman must participate in these reviews. 5. Meeting periodically with management to review the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures. 6. Review major changes to the Company's auditing and accounting principles and practices as suggested by the independent auditor or management. Independent Auditors 7. Recommend to the Board the appointment of the independent auditors, who are ultimately accountable to the Audit Committee and the Board. 8. Approve the fees to be paid to the independent auditor. 9. Receive periodic reports from the independent auditor regarding the auditor's independence, discuss such reports with the auditor, and if so determined by the Audit Committee, recommend that the Board take appropriate action to satisfy itself of the independence of the auditor. 10. Evaluate together with the Board the performance of the independent auditor and, if so determined by the Audit Committee, recommend that the Board replace the independent auditor. 11. Meet with the independent auditor prior to the audit to review the planning and staffing of the audit. 12. Obtain from the independent auditor assurance that Section 10A of the Securities Exchange Act of 1934 has not been implicated. 13. Discuss with the independent auditor the matters required to be discussed by Statement of Auditing Standards No. 61 relating to the conduct of the audit. 14. Review with the independent auditor any problems or difficulties the auditor may have encountered and any management letter provided by the auditor and the Company's response to that letter. Such review should include any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access of required information. 15. On an annual basis, meet privately with the independent public accountants to discuss any pertinent matters that they feel should be discussed, including quality of management, financial and accounting 12 15 personnel, or determine if any restrictions have been placed by management on the scope of their examination, and assure the auditors of the Committee's availability for additional private discussion if they feel them necessary. Other Audit Committee Responsibilities 16. Review the report required by the rules of the Securities and Exchange Commission to be included in the Company's annual proxy statement. 17. Review with the Company's General Counsel legal matters that may have a material impact on the financial statements, the Company's compliance policies and any material reports or inquiries received from regulators or governmental agencies. 18. Meet at least annually with the chief financial officer and the independent auditor in separate executive sessions. While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company's financial statements are complete and accurate and are in accordance with generally accepted accounting principles. This is the responsibility of management and the independent auditor. Nor is it the duty of the Audit Committee to conduct investigations, to resolve disagreements, if any, between management and the independent auditor or to assure compliance with laws and regulations and the Company's Code of Conduct. 13 16 COMMON STOCK PROXY WEYCO GROUP, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Thomas W. Florsheim and Thomas W. Florsheim, Jr. or either of them, proxies with full power of substitution, to vote at the Annual Meeting of Shareholders of Weyco Group, Inc. (the "Company") to be held on April 24, 2001 at 10:00 A.M., local time and at any adjournment thereof, hereby revoking any proxies heretofore given, to vote all shares of Common Stock of the Company held or owned by the undersigned as directed on the reverse, and in their discretion upon such other matters as may come before the meeting. (TO BE SIGNED ON REVERSE SIDE) [SEE REVERSE SIDE] A [ X ] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE FOR WITHHELD 1. Election of NOMINEES: Directors [ ] [ ] Thomas W. Florsheim for their Frank W. Norris respective terms INSTRUCTIONS: To withhold authority to vote for any individual Nominee, print that nominee's name on the line provided below. _____________________________________________________________ THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR PROPOSAL 1 IF NO INSTRUCTION TO THE CONTRARY IS INDICATED OR IF NO DIRECTION IS GIVEN. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE. SIGNATURE(S)____________________________ DATE___________________________________ Note: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor, trustee or guardian please give full title as such. 17 CLASS B COMMON STOCK PROXY WEYCO GROUP, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Thomas W. Florsheim and Thomas W. Florsheim, Jr. or either of them, proxies with full power of substitution, to vote at the Annual Meeting of Shareholders of Weyco Group, Inc. (the "Company") to be held on April 24, 2001 at 10:00 A.M., local time and at any adjournment thereof, hereby revoking any proxies heretofore given, to vote all shares of Class B Common Stock of the Company held or owned by the undersigned as directed on the reverse, and in their discretion upon such other matters as may come before the meeting. (TO BE SIGNED ON REVERSE SIDE) [SEE REVERSE SIDE] A [ X ] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE FOR WITHHELD 1. Election of NOMINEES: Directors [ ] [ ] Thomas W. Florsheim for their Frank W. Norris respective terms INSTRUCTIONS: To withhold authority to vote for any individual Nominee, print that nominee's name on the line provided below. _____________________________________________________________ THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR PROPOSAL 1 IF NO INSTRUCTION TO THE CONTRARY IS INDICATED OR IF NO DIRECTION IS GIVEN. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE. SIGNATURE(S)____________________________ DATE___________________________________ Note: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor, trustee or guardian please give full title as such.