Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

~~You are invited~~I am pleased to ~~attend the 2015~~invite you to join me, our Board of Directors, members of Wolverine Worldwide's senior management team, and your fellow shareholders at Wolverine Worldwide's 2017 Annual Meeting of ~~Stockholders,~~Shareholders on ~~Wednesday, April 22, 2015,~~Thursday, May 4, 2017, at ~~Wolverine Worldwide's~~10:00 a.m. EDT, at the Company's headquarters in Rockford, Michigan. The attachedProxy Statement andNotice of 2017 Annual Meeting of Shareholders provide you with information regarding the business to be conducted. There are a number of proposals for you to consider. Your vote is important, so please be sure to do so – whether online, by phone, or by mail with the enclosed proxy or voting instruction card.

~~The~~2016 was a year of great progress for our Company, with our Board of Directors and senior management team focused on addressing the dynamic and fast-changing consumer marketplace through a prioritization on innovation and growth, omnichannel transformation, and operational excellence. We opened a new design and innovation center, reorganized our European, Canadian, Apparel and Accessories, and Direct-to-Consumer businesses, and restructured our credit facility, while delivering nearly $300 million in operating cash flow, reducing year-end inventories by 25%, and, most importantly, delivering 32.9% in total shareholder return, performance at the 91^st percentile of our peer group. Our strong performance has continued into 2017, with 14.0% year-to-date total shareholder return through the March 13, 2017 record date for this year's annual meeting.

In addition, since our last annual meeting, ~~will begin~~the Compensation Committee engaged a new independent executive compensation consultant, and members of our Board of Directors and senior management team redoubled efforts to speak with ~~an introduction~~shareholders to better understand your perspectives on important governance and compensation matters. Of primary importance this past year, following the disappointing results of ~~management attendees~~our 2016 say-on-pay vote, was discussing our executive compensation program with shareholders and ~~directors, followed by voting~~determining how to best demonstrate responsiveness to your concerns. We reached out to shareholders holding nearly two-thirds of our outstanding shares and held meetings, most of them in person, with more than half of these shareholders, including each shareholder who accepted our invitation. Joseph Gromek, the Chair of our Compensation Committee, led these meetings, which focused not only on our executive compensation program, but also on the ~~matters set forth~~Company's governance protocols and publicly-announced strategic initiatives. The details of this outreach effort and the changes made by the Compensation Committee in ~~the accompanying Notice of Annual Meeting and~~response to shareholder feedback are discussed throughout this Proxy Statement and within the Compensation Discussion and Analysis, but, in summary, we:

We greatly value the conversation we have had with our shareholders. We appreciate that this is an ongoing dialogue and look forward to continuing the conversation before, at, and after our 2017 Annual Meeting.

We invite you to attend Wolverine Worldwide's Annual Meeting of Shareholders at the Company's headquarters located at 9341 Courtland Drive, N.E., Rockford, Michigan 49351, on Thursday, May 4, 2017, at 10:00 a.m. EDT. At the annual meeting, the shareholders will vote on the following items:

Shareholders of record as of March 13, 2017 can vote at the meeting and any ~~other business matters properly brought before~~adjournment of the meeting. ~~The meeting will adjourn~~

This Notice of 2017 Annual Meeting of Shareholders, Proxy Statement, proxy or voting instruction card and Annual Report for ~~a presentation~~our fiscal year ended December 31, 2016 are being mailed or made available to shareholders starting on ~~the Company's business operations, and then resume for a report on the voting.~~or about March 28, 2017.

Whether or not you plan to attend, you can ensure that your shares are represented at the meeting by promptly voting and submitting your proxy by telephone or through the ~~Internet,~~internet, or by completing, signing, dating and returning your proxy ~~form~~card in the enclosed envelope.

~~Wolverine World Wide, Inc.~~
~~9341 Courtland Drive, N.E.~~
~~Rockford, Michigan 49351~~

We invite you to attend Wolverine Worldwide's Annual Meeting of Stockholders at the Company's headquarters located at 9341 Courtland Drive, N.E., Rockford, Michigan, on Wednesday, April 22, 2015, at 10:00 a.m. Eastern Daylight Time. The annual meeting will begin with an introduction of management attendees and directors, after which stockholders will:

The meeting will adjourn for a presentation on the Company's business operations, then resume for a report on the voting. You can vote at the meeting and any adjournment of the meeting if you were a stockholder of record on March 2, 2015.

~~We are~~Wolverine World Wide, Inc. ("Wolverine Worldwide" or the "Company") is furnishing ~~you~~ this proxy statement and enclosed proxy card in connection with the solicitation of proxies by ~~the~~its Board of Directors ~~of Wolverine World Wide, Inc. ("Wolverine Worldwide" or the "Company")~~ to be used at the Annual Meeting of ~~Stockholders~~Shareholders of the Company occurring on ~~April 22, 2015~~May 4, 2017 at the Company's corporate headquarters in Rockford, Michigan (the "Annual Meeting"). Distribution of this proxy statement and enclosed proxy card to ~~stockholders~~shareholders is scheduled to begin on or about March ~~18, 2015.~~28, 2017.

You can ensure that your shares are voted at the Annual Meeting by submitting your instructions by telephone or through the Internet, or by completing, signing, dating, and returning your proxy form in the enclosed envelope. Submitting your instructions or proxy by any of these methods will not affect your right to attend and vote at the Annual Meeting. ~~We encourage stockholders~~The Company encourages shareholders to submit proxies in advance. A ~~stockholder~~shareholder who gives a proxy may revoke it at any time before it is exercised by voting in person at the Annual Meeting, by delivering a subsequent proxy, or by notifying the inspectors of election in writing of such revocation. In order to vote any shares at the Annual Meeting that are held for you in a brokerage, bank, or other institutional account, you must obtain a proxy from that entity and bring it with you to hand in with your ballot.

References to ~~"2014"~~"2016" or "fiscal ~~year 2014"~~2016" in this proxy statement are to the Company's fiscal year ended ~~January 3, 2015,~~December 31, 2016, unless otherwise noted in the text. References to ~~"2015"~~"2017" or "fiscal ~~year 2015"~~2017" in this proxy statement are to the Company's fiscal year ending ~~January 2, 2016,~~December 30, 2017, unless otherwise noted in the text.

Wolverine Worldwide is committed to the highest level of corporate governance, and the Board has adopted its Corporate Governance Guidelines to strengthen management accountability and promote long-term shareholder interests. These governance practices include:

The ~~stockholders~~shareholders elect directors to serve on the Company's Board of Directors (the "Board of Directors" or "Board"). The Board oversees the management of the business by the Chief Executive Officer ("CEO") and senior management. In addition to its general oversight function, the Board's additional responsibilities include, but are not limited to, the following:

~~The Company expects directors to attend every meeting of the~~ Board and the committees on which they serve and to attend the annual meeting of stockholders. In 2014, 12 directors (all directors then serving on the Board) attended the 2014 Annual Meeting of Stockholders, and all directors attended at least 75% of the meetings of the Board and the committees on which they served.Composition

The Board prides itself on its ability to recruit and retain directors who have high personal and professional integrity and have demonstrated exceptional ability and judgment to effectively serve ~~the stockholders'~~shareholders' long-term interests. The Board believes that ~~our~~its directors, including the nominees for election as directors ~~with terms expiring in 2018,~~at the Annual Meeting, have these characteristics and valuable skills that provide the Company with the variety and depth of knowledge, judgment and strategic vision necessary to provide effective oversight of the Company. ~~Our directors have extensive experience in different fields, including footwear~~

To help accomplish this, and ~~apparel, retail, global operations, finance and accounting, and information technology. In addition,~~

many of our directors have significant leadership experience and experience in public company governance and related matters from their service as directors or senior executives of Wolverine Worldwide or other companies. We believe that all our directors possess the professional and personal qualifications necessary for board service and have highlighted noteworthy attributes for each director in the individual biographies below.

The Board's Governance Committee serves as its nominating committee. The Governance Committee, in anticipation of upcoming director elections and other potential or expected Board vacancies, searches for qualified individuals and recommends candidates to the Board. The Committee may retain a search firm or other external parties to assist it in ~~identifying candidates, and the Committee has the sole authority to retain and terminate any such search firm and to approve the search firm's fees and other retention terms.~~

The Committee considers candidates suggested by directors, senior management or stockholders. Stockholders may recommend individuals as potential director candidates by communicating with the Committee through one ofsuccession planning, the Board, ~~communication mechanisms described under the heading "Stockholder Communications Policy." Stockholders that wish to nominate a director candidate must comply with the procedures set forth in the Company's By-Laws, which are posted on its website. Ultimately, upon~~at the recommendation of the Governance Committee, ~~the Board selects the Company nominees for election at each annual meeting. In selecting director nominees, the Board considers candidates' personal~~has identified specified skills and ~~professional integrity, ability~~attributes it desires its members to possess. The below graphic lists these skills and ~~judgment,~~attributes and ~~likelihood to be effective, in conjunction with the other nominees and directors, in collectively serving the long-term interests~~indicates which of the ~~stockholders. The Governance Committee also considers candidates' relative~~directors possess each. As shown, these skills ~~background~~ and ~~characteristics; independence under applicable New York Stock Exchange ("NYSE") listing standards and~~attributes are well represented within the Company's Director Independence Standards; potential contribution to the composition and culture of the Board; and ability and willingness to actively participate in the Board and committee meetings and to otherwise devote sufficient time to Board duties.Board.

The Governance Committee reviews with the Board on an annual basis the appropriate skills and characteristics desired of Board members in the context of the current make-up of the Board. The Board, with the assistance of the Governance Committee, annually assesses the current composition of the Board ~~and considers diversity~~ across many dimensions. As set forth in the Company's Corporate Governance Guidelines, which are posted on its website, this assessment addresses ~~issues of~~the above-referred skills and attributes and the individual performance, experience, ~~diversity,~~ age and ~~skills.~~skills of each director.

The Board's Governance Committee serves as its nominating committee. The Governance Committee, in anticipation of upcoming director elections and other potential or expected Board vacancies, evaluates qualified individuals and recommends candidates to the Board. The Governance Committee may retain a search firm or other external parties to assist it in identifying candidates, and the Governance Committee has the sole authority to approve the search firm's fees and retention terms, and to terminate the firm if necessary.

The Governance Committee considers candidates suggested by directors, senior management or shareholders. Shareholders may recommend individuals as potential director candidates by communicating with the Governance Committee through one of the Board communication mechanisms described under the heading "Shareholder Communications Policy." Shareholders that wish to nominate a director candidate must comply with the procedures set forth in the Company's By-Laws, which are posted on its website. Ultimately, upon the recommendation of the Governance Committee, the Board selects the director nominees for election at each annual meeting. In selecting director nominees, the Board considers candidates' performance as a director (which is assessed through an anonymous written peer evaluation), personal and professional integrity, ability and judgment, and likelihood to be effective, in conjunction with the other nominees and directors, in serving the long-term interests of the shareholders. The Governance Committee also considers candidates' relative skills, attributes, background and characteristics; independence under applicable New York Stock Exchange ("NYSE") listing standards and the Company's Director Independence Standards; potential to contribute to the composition and culture of the Board; and ability and willingness to actively participate in the Board and committee meetings and to otherwise devote sufficient time to Board duties.

As part of an annual self-assessment, each director evaluates the performance of the Board, and any committee on which he or she serves, across a number of dimensions. Mr. Kollat, as the Lead Independent Director working with the Governance Committee, reviews the Board self-assessment with directors following the end of each fiscal year, and conducts individual director interviews at the end of each year. Committee Chairpersons review the committee self-assessments with their respective committee members and discuss them with the Board. In addition, the Governance Committee, working with the Lead Independent Director, develops and implements guidelines for evaluating all directors standing for nomination and re-election.

The Board oversees the Company's risk management and mitigation activities with a focus on the most significant risks facing the Company, including strategic, operational, financial, and legal compliance risks. This oversight is conducted through presentations by and discussions with the CEO, Chief Financial Officer ("CFO"), General Counsel, Chief Information Officer, brand and department leaders and other members of management. The Vice President of Internal Audit and Risk Compliance coordinates management's day-to-day risk management and mitigation efforts, and reports directly to the Audit Committee.

The Vice President of Internal Audit and Risk Compliance reviews with the Audit Committee periodically, and with the full Board annually, management's related assessment and mitigation strategies. In addition to the above processes, the Board has delegated risk management and mitigation oversight responsibilities to its standing committees, which meet regularly to review and discuss specific risk topics that align with their core responsibilities.

The Company reviewed its compensation policies and practices to assess whether they are reasonably likely to have a material adverse effect on the Company. As part of this review, the Company compiled information about the Company's incentive plans, including reviewing the Company's compensation philosophy, evaluating key incentive plan design features and reviewing historic payout levels and pay mix. With assistance from Company management and its independent compensation consultant, the Compensation Committee reviewed the executive compensation program, and managers from the Company's human resources and legal departments reviewed the non-executive compensation programs.

The Board has adopted a Code of Business Conduct for the Company's directors, officers and employees. The Board also has adopted an Accounting and Finance Code of Ethics ("Accounting and Finance Code") that focuses on the financial reporting process and applies to the Company's CEO, CFO and Corporate Controller.

Shareholders and other interested parties may send correspondence to the Board, the non-employee directors as a group, a specific Board committee or an individual director (including the Lead Director) in the manner described below.

The General Counsel will provide a summary and copies of all correspondence (other than solicitations for services, products or publications) as applicable at each regularly scheduled meeting.

The General Counsel will alert individual directors if an item warrants a prompt response from the individual director prior to the next regularly scheduled meeting. Items warranting a prompt response, but not addressed to a specific director, will be routed to the applicable committee Chairperson.

The Company's Board consists of 11 directors. The Company's By-Laws establish three classes of directors, with each class being as nearly equal in number as possible and serving three-year terms. At each annual meeting, the term of one class expires. The ~~Company's Corporate Governance Guidelines state that a director must offer to resign from the Board at the Annual Meeting of Stockholders following his or her 72~~^nd ~~birthday, subject to the Board waiving this requirement under circumstances determined by the Board. The~~ Board has nominated ~~three~~four directors for election at the ~~annual meeting of stockholders to be held on April 22, 2015: Roxane Divol, Joseph R. Gromek~~Annual Meeting: William K. Gerber, Blake W. Krueger, Nicholas T. Long, and ~~Brenda J. Lauderback.~~Michael A. Volkema. Each director has been nominated to serve for a three-year term expiring at the annual meeting of ~~stockholders~~shareholders to be held in ~~2018~~2020 or until his ~~or her~~ successor, if any, has been elected and is qualified.

~~Ms. Divol, Mr. Gromek~~Messrs. Gerber, Long and ~~Ms. Lauderback~~Volkema are independent directors, as determined by the Board under the applicable NYSE listing standards and the Company's Director Independence Standards. Each director nominee currently serves on the Board. The ~~stockholders~~shareholders elected ~~Mr. Gromek~~Messrs. Gerber, Krueger, Long and ~~Ms. Lauderback~~Volkema at the Company's ~~2012~~2014 annual meeting ~~and Ms. Divol was appointed to the Board in October 2014.~~ by affirmative vote of at least 98% of shares voted.

The Company is not aware of any nominee who will be unable or unwilling to serve as a director. However, if a nominee is unable to serve or is otherwise unavailable for election, the incumbent directors may or may not select a substitute nominee. If the directors select a substitute nominee, the proxy holder will vote the shares represented by all valid proxies for the substitute nominee (unless other instructions are given).

The biographies of the ~~three~~four nominees and the other directors of the Company are below, along with a discussion of the ~~above-described~~experience and skills ~~and qualifications for~~of each director.

~~The Board recommends that you vote "FOR" the election of the above nominees for terms expiring in 2018.~~

Directors with Terms
Expiring in ~~2016~~2020

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~~Directors with Terms~~
~~Expiring in 2017~~

WILLIAM K. GERBER
Age: 6163
Director since: 2008

Select Business Experience:
Managing Director of
Cabrillo
Point Capital LLC

Board Committees:
Audit (Chair)
Compensation

Other Public Directorships:
AK Steel Holding Corporation

Career Highlights:
Mr. Gerber is Managing Director of Cabrillo Point Capital LLC, a private investment fund. He has held that position since 2008. From 1998 to 2007, Mr. Gerber was Executive Vice President and Chief Financial Officer of Kelly Services, Inc., a publicly traded global staffing solutions company with operations in more than 35 countries. Mr. Gerber served in various leadership positions with L Brands (formerly Limited Brands, Inc.), a multinational apparel and retail company, prior to joining Kelly Services, Inc. During the preceding five years, Mr. Gerber was, but no longer is, a director of Kaydon Corporation, a publicly traded company that designed and manufactured custom-engineered products.

Experience and Skills:
From his 15 years in senior leadership positions with L Brands, Inc. ~~(formerly Limited Brands, Inc.), a multinational apparel and retail company,~~ and Kelly Services, Inc., Mr. Gerber has obtained extensive experience in apparel, retail, ~~leadership, global operations~~international business and finance, and his service as a director of various public companies has given him experience with public company governance and related matters.



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BLAKE W. KRUEGER
Age: 6163
Director since: 2006

Select Business Experience:
Chairman, Chief Executive
Officer and President of
Wolverine World Wide, Inc.

Board Committees:
None

Other Public Directorships:
None

Career Highlights:
Mr. Krueger is Chairman of Wolverine Worldwide, a position he assumed in January 2010, and Chief Executive Officer and President of Wolverine Worldwide, positions he assumed in April 2007. From October 2005 until April 2007, Mr. Krueger served as President and Chief Operating Officer of Wolverine Worldwide. From 2004 to October 2005, he served as Executive Vice President and Secretary of Wolverine Worldwide and President of its Heritage Brands Group. From 2003 to 2004, Mr. Krueger served as Executive Vice President and Secretary of Wolverine Worldwide and President of the Company's Caterpillar Footwear Group. He also previously served as Executive Vice President, General Counsel and Secretary of Wolverine Worldwide with various responsibilities including the human resources, retail, business development, accessory licensing, mergers and acquisitions, and legal areas. Mr. Krueger serves as a director of Bissell Homecare, Inc., a privately-held company and leading brand of floor care appliances.

Experience and Skills:
Mr. Krueger's more than 1520 years in senior leadership roles with the Company have provided him expertise in footwear and apparel, retail, ~~global operations~~international business and finance, and his board experience at the Company and Professionals Direct, Inc., a then publicly traded insurance company, has given him extensive experience with public company governance and related matters.



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NICHOLAS T. LONG
Age: 5658
Director since: 2011

Select Business Experience:
Retired Chief Executive Officer
of
MillerCoors LLC

Board Committees:
Compensation
Governance

Other Public Directorships:
None

Career Highlights:
From 2011 until his retirement in 2015, Mr. Long ~~has been~~served as Chief Executive Officer of MillerCoors LLC ("MillerCoors"), a joint venture between two publicly traded beverage ~~companies, since 2011. In February of 2015, Mr. Long announced his retirement as CEO of MillerCoors, effective June 30, 2015.~~companies. From 2008 to 2011, Mr. Long served as President and Chief Commercial Officer of MillerCoors. From 2007 to 2008, Mr. Long served as Chief Executive Officer of Miller Brewing Company, a beverage company, and he served as Chief Marketing Officer of Miller Brewing Company from 2005 to 2007. Prior to joining Miller Brewing Company, Mr. Long spent 17 years in various senior leadership positions at The Coca-Cola Company, a beverage company, including Vice President of Strategic Marketing, Global Brands, Vice President Strategic Marketing Research and Trends, President of Coca-Cola's Great Britain and Ireland Division and President of the Northwest Europe Division.

Experience and Skills:
Through his more than 20 years in senior positions at category-leading, branded companies, Mr. Long has developed significant marketing, international business and ~~global operations~~brand building expertise.



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MICHAEL A. VOLKEMA
Age: 5961
Director since: 2005

Select Business Experience:
Chairman of Herman Miller,
Inc.

Board Committees:
~~Compensation~~Audit
Governance (Chair)

Other Public Directorships:
Herman Miller, Inc.

Career Highlights:
Mr. Volkema has been Chairman of Herman Miller, Inc., a publicly traded multinational furniture manufacturer, since 2000. Mr. Volkema became President and Chief Executive Officer of Herman Miller in 1995 and held those positions until 2003 and 2004, respectively. Mr. Volkema has more than 30 collective years of experience on public company boards, including 14 years as Chairman of the Board at Herman Miller, Inc., and including service on the compensation and audit committees of boards of publicly traded companies. Mr. Volkema also is a director at Milliken & Company, a privately held, innovation-based company serving the textile, chemical, and floor covering markets.

Experience and Skills:
Mr. Volkema has obtained ~~leadership~~international business and ~~global operations~~brand building expertise from his more than 20 years in senior leadership positions with Herman Miller, Inc. Mr. Volkema also has public company governance and related experience from his extensive service on public company ~~boards.~~boards, including 16 years as Chairman of Herman Miller, Inc. and service on compensation and audit committees of boards of publicly-traded companies.

BOARD RECOMMENDATION

The Board recommends that you vote "FOR" the election of the above nominees for terms expiring in 2020.



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Directors with Terms
Expiring in 2018



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Directors with Terms
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~~Corporate Governance~~

As part of an annual self-assessment, each director evaluates the performance of the Board, and any committee on which he or she serves, across a number of dimensions. Mr. Kollat, as the Lead Director working with the Governance Committee, reviews the Board self-assessment with directors following the end of each fiscal year. Committee Chairpersons review the committee self-assessments with their respective committee members and discuss them with the Board. In addition, the Lead Director, working with the Governance Committee, develops and implements guidelines for evaluating all directors standing for nomination and re-election.

The Corporate Governance Guidelines (including the Director Independence Standards); the Charter for each Board standing committee (Audit, Compensation and Governance); the Company's Certificate of Incorporation; By-Laws; Code of Conduct & Compliance and its Accounting and Finance Code of Ethics all are available on the Wolverine Worldwide website at:

~~http://www.wolverineworldwide.com/investor-relations/ corporate-governance/~~

~~The Board and committees annually review these and other key governance documents.~~

~~RISK OVERSIGHT~~

The Board oversees the Company's risk management and mitigation activities through presentations by and discussions with the CEO, Chief Financial Officer ("CFO"), General Counsel, brand and department leaders and other members of management. The Vice President of Internal Audit and Risk Compliance coordinates management's day-to-day risk management and mitigation processes, and reports directly to the Audit Committee and CFO. The Vice President of Internal Audit and Risk Compliance reviews with the Audit Committee quarterly, and with the full Board annually, management's related assessment and mitigation strategies. In addition to the above processes, the Board has delegated the following risk management and mitigation oversight responsibilities to its standing committees, which meet regularly to review and discuss risk topics and then report to the Board:

»: The Audit Committee reviews the Company's policies and systems with respect to risk assessment and risk management. The Committee also oversees the Company's risk policies and processes relating to its financial statements and financial reporting processes, credit risks, and liquidity risks, as well as the Company's management of risks related to cybersecurity. The Committee discusses with management and the independent auditors significant risks or exposures and the steps taken by management to resolve them.

»: The Compensation Committee monitors the risks associated with management resources; organization structure; succession planning, hiring, development and retention processes; and it reviews and evaluates risks associated with the Company's compensation structure.
»: ~~The Governance Committee oversees risks related to the Company's governance structure and processes and potential risks arising from related person transactions.~~

~~RISK CONSIDERATIONS IN COMPENSATION PROGRAMS~~

The Company reviewed its compensation policies and practices to assess whether they are reasonably likely to have a material adverse effect on the Company. As part of this review, the Company compiled information about the Company's incentive plans, including reviewing the Company's compensation philosophy, evaluating key incentive plan design features and reviewing historic payout levels and pay mix. With assistance from Company management, the Compensation Committee reviewed the executive compensation programs, and managers from the Company's human resources and legal departments reviewed the non-executive compensation programs.

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BOARD LEADERSHIP

The Company's CEO currently also serves as the Chairman of the Board. Since 1993, the Company has had ana lead independent ~~Lead Director~~director who functions in many ways similar to an independent Chairman. This long-established structure provides the Board with independent oversight of the CEO's leadership. ~~The Board considers~~On an annual basis, the independent directors consider the appropriate leadership structure, including whether to separate the roles of Chairman and CEO, based upon the Board and Company's then-current circumstances. The ~~Board believes~~independent directors believe that ~~separating the Chairman and CEO roles~~its current structure is appropriate at this time, ~~would add unnecessary complexity to~~and set the ~~organization structure without adding materially to~~following enumurated responsibilities for the ~~Board's~~lead independent oversight of the CEO function. The Company's independent directors annually select an independent Lead Director. As outlined in the Corporate Governance Guidelines, the principal duties of the Lead Director include:director:

»•: ~~reviewing and approving the agenda and scheduling for Board and committee meetings;~~
»: ~~reviewing and approving information and meeting materials sent to the Board;~~
»: ~~presiding over executive sessions and having the authority to call executive sessions;~~

»: ~~serving~~Serves, as necessary, as a liaison between the Chairman and the independent ~~directors;~~directors

»•: ~~presiding~~Presides over Board meetings in the absence of the ~~Chairman;~~Chairman
•: Reviews, approves and helps develop the agendas and scheduling for Board and committee meetings

»•: ~~being~~Reviews and approves information and meeting materials sent to the Board
•: Presides over executive sessions and has the authority to call executive sessions
•: Works with the Compensation Committee and members of the Board to provide an effective annual performance review of the CEO and participates in CEO succession planning
•: Oversees, along with the Governance Committee, the annual Board and committee evaluations
•: Is available for consultation and communication with ~~stockholders,~~shareholders, as ~~appropriate.~~appropriate

DIRECTOR INDEPENDENCE

The Board annually assesses the independence of all directors. To qualify as "independent," the Board must affirmatively determine that the director is independent under the Company's Director Independence Standards, which are modeled after the listing standards of the NYSE. Under NYSE listing standards, the Board has determined that 10 of the Company's 11 directors are independent. Only Mr. Krueger, the Company's CEO, is not independent. All of the Board's committees are comprised entirely of independent directors. The independent directors generally meet ~~periodically each year~~ in executive ~~session.~~session at each regularly scheduled meeting.

The Director Independence Standards define an "Independent Director" as a director who the Board determines otherwise has no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company), and who:


~~Name~~	~~Management~~	~~Non-Management~~	~~Independent~~
~~Boromisa~~		X	X

~~Boswell~~		X	X

~~Divol~~		X	X

~~Gerber~~		X	X

~~Gromek~~		X	X

~~Kollat~~		X	X

~~Krueger~~	X

~~Lauderback~~		X	X

~~Long~~		X	X

~~O'Donovan~~		X	X

~~Volkema~~		X	X

»•: isIs not, and in the past three years has not been, an employee of the ~~Company;~~Company
»•: ~~does~~Does not have, and has not had within the last three years, an immediate family member employed as an executive officer of the ~~Company;~~Company
»•: ~~has~~Has not received, and has not had an immediate family member receive during any 12-month period within the last three years, any direct compensation from the Company in excess of $120,000 (other than compensation for Board service; compensation received by the director for former service as an interim Chairman, CEO or other executive officer; compensation received by the director's immediate family member

for service as a non-executive employee; or pension and other forms of deferred compensation for prior service if such compensation is not contingent in any way on continued service);

»•: isIs not a current employee or partner of a firm that is the Company's internal or external ~~auditor;~~auditor



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»•: ~~has~~Has not been, and has not had an immediate family member who has been within the last three years, a partner or employee of the Company's internal or external auditor and personally worked on the Company's audit within that ~~time;~~time
»•: ~~has~~Has not had an immediate family member who is (i) a current partner of the Company's internal or external auditor, or (ii) a

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current employee of the Company's internal or external auditor who personally works on the Company's ~~audit;~~

»•: isIs not, and has not been within the last three years, part of an interlocking directorate in which a current executive officer of Wolverine Worldwide serves or served on the compensation committee of another company where the director or the director's immediate family member concurrently serves or served as an executive ~~officer;~~officer

»•: isIs not an employee of, and does not have an immediate family member who is an executive officer of, another company that has made payments to, or received payments from, Wolverine Worldwide for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1,000,000 or 2% of the other company's consolidated gross ~~revenues; or~~revenues
»•: ~~has~~Has not had any other direct or indirect relationship with Wolverine Worldwide that the Board determines is ~~material.~~material

"Immediate Family Member" is defined as spouses, parents, children, siblings, in-laws, and any person (other than domestic employees) sharing the household of any director, nominee for director, executive officer, or significant stockholder of a company.

BOARD COMMITTEES,

~~The following table identifies the current members of the Board and its standing committees and the number of meetings the Board and each committee held in 2014.~~


~~BOARD OF DIRECTORS~~ ~~(6 Meetings)~~
	~~Audit Committee~~	~~Compensation Committee~~	Finance Committee*	��	~~Governance Committee~~
	~~(9 Meetings)~~	~~(7 Meetings)~~	~~(2 Meetings)~~		~~(6 Meetings)~~
	~~Gerber (Chair)~~	~~Gromek (Chair)~~	~~Boromisa (Chair)~~		~~Lauderback (Chair)~~
	~~Boromisa~~	~~Boromisa~~	~~Gerber~~		~~Gromek~~
	~~Lauderback~~	~~Long~~	~~Gromek~~		~~Long~~
		~~Volkema~~			~~Volkema~~

*: ~~The Finance Committee was dissolved in April 2014.~~

~~Audit Committee~~ MEETINGS AND MEETING ATTENDANCE

The Board has three standing committees: Audit, Compensation and Governance. Each committee meets periodically throughout the year, and reports its recommendations to the Board. The Company expects directors to attend every meeting of the Board and the committees on which they serve and to attend the annual meeting of shareholders. In 2016, all directors then serving on the Board attended the 2016 Annual Meeting of Shareholders, and all directors attended at least 75% of the meetings of the Board (6 meetings in 2016) and the committees on which they served. All directors are typically invited to and attend all committee meetings.

Each committee annually evaluates its performance to determine its effectiveness. The Board has determined that ~~each Audit Committee member is~~all committee members are "independent" as defined by NYSE listing ~~standards and the Sarbanes-Oxley Act of 2002, as applicable to audit committee members, and~~standards. Furthermore, each Audit Committee member satisfies the NYSE "financial literacy" requirement. In addition, the Board has determined that Mr. Boromisa and Mr. Gerber are "audit committee financial experts" under Securities and Exchange Commission ("SEC") rules.

~~The~~ Each committee's charter, with a complete list of the ~~Audit Committee~~duties and responsibilities is ~~published~~available on the Company's website athttp://www.wolverineworldwide.com/investor-relations/corporate-governance/ ~~and lists all the Audit Committee's duties and responsibilities. In accordance with its charter, the Audit Committee:~~.

»: represents and assists the Board in fulfilling its oversight responsibility regarding the Company's financial statements and the financial reporting process, the Company's internal control over financial reporting, the performance of the internal audit function and the independent auditors, the qualifications and independence of the independent auditors, the annual independent audit of the Company's financial statements and internal control over financial reporting, the Company's compliance with legal and regulatory requirements, and the Company's policies and systems with respect to risk assessment and risk management;

»: ~~appoints, retains, compensates, oversees, evaluates and, if appropriate, terminates the independent auditors;~~
»: approves in advance all audit and permissible non-audit services to be provided by the independent auditors and establishes policies and procedures for the engagement of the independent auditors to provide audit and permissible non-audit services; annually obtains and reviews the independent auditors' internal quality control report and other reports required by applicable rules, regulations and standards;


	Audit Committee

	Committee Members				• Gerber (Chair) • Boromisa • Divol • Lauderback • Volkema

	Number of Meetings in 2016				9

	Highlighted Responsibilities				• Appoints, evaluates and oversees the work of the independent auditors and oversees the internal audit function • Oversees the integrity of the Company's financial statements, financial reporting process and internal controls • Oversees the Company's policies and systems regarding risk assessment and management and the Company's compliance with legal and regulatory requirements

permits all non-employee directors to voluntarily defer, at their option, 25%, 50%, 75% or 100% of their director fees. The Company establishes a book account for each non-employee director and ~~treats deferred compensation as if invested in Wolverine Worldwide common stock. The Company~~ credits the director's account with the annual equity retainer amount as described above and with a number of stock units equal to the amounts voluntarily deferred, each divided by the closing market price of common stock on the ~~payment~~payment/deferral date. The Company also credits director accounts with dividend equivalents on amounts previously deferred in the form of additional stock units. The amounts credited to director accounts are treated as if invested in Wolverine Worldwide common stock. The number of stock units held in director accounts is set forth under the "Stock Ownership By Management and Others" table below.

Upon a director's termination of service, or such later date as a director selects, the Company distributes the stock units in the director's book account in shares of Wolverine Worldwide common stock in either a single, lump-sum distribution or annual installment distributions over a period of up to 20 years (10 years under the plan for benefits accrued before January 1, 2005). The Company converts each stock unit to one share of Wolverine Worldwide common stock.

Upon a "change in control," the Company distributes to the director, in a single, lump-sum distribution, Wolverine Worldwide common stock in a number of shares equal to the stock units credited to a director's book account. The Deferred Compensation Plan defines "change in control" ~~as:~~as any of the following:

~~Wolverine Worldwide's~~Each non-employee director must attain (and maintain) a minimum stock ownership ~~guidelines require each non-employee director to maintain a~~level (including owned shares, the in-the-money value of stock ~~ownership level~~options, and stock units under the Directors' Deferred Compensation Plan) equal to six times the non-employee director annual cash ~~retainer. Owned shares, vested stock options,~~retainer prior to ~~the extent of their in-the-money value, and stock units under the Deferred Compensation Plan count toward the ownership requirements. These guidelines are intended~~being able to ~~align the interests of the directors with the stockholders. The guidelines prohibit non-employee directors from transferring~~gift or sell any Company ~~stock by sale or gift unless he or she has first attained the applicable stockholding requirement and continues to meet that requirement immediately following the proposed transaction.~~stock. During ~~2014,~~2016, all non-employee directors were in compliance with these guidelines.

The following table sets forth information about those holders known by Wolverine Worldwide to be the beneficial owners of more than five percent of Wolverine Worldwide's outstanding shares of common stock as of March ~~2, 2015:~~13, 2017:

The following table sets forth the number of shares of common stock beneficially owned as of March ~~2, 2015,~~13, 2017, by each of the Company's directors and named executive officers and all of the Company's directors and executive officers as a group:

As members of the Wolverine Worldwide Compensation Committee, two of our most important responsibilities are to ensure that our executive compensation program pays for performance and aligns with the interests of our shareholders. The disappointing outcome of our 2016 say-on-pay vote was a signal by our shareholders that you took issue with some aspects of our executive compensation program, and we were determined to understand your perspectives on this program and committed to making constructive changes in response.

To accomplish this, the Committee launched a direct shareholder engagement initiative and retained a new independent executive compensation consultant to help us assess our current plans and programs. Since the Company's 2016 annual meeting, we have reached out to shareholders representing nearly two-thirds of our outstanding shares and had conversations with more than half of these shareholders – meeting with every shareholder who accepted our invitation. Our Committee Chairman Joseph Gromek led this effort and was present for all of the conversations we had with our investors. The purpose of these meetings was twofold – to gain a better understanding of the specific shareholder concerns with our executive compensation program and to also get feedback on a number of changes to the program that the Committee was considering.

After aggregating the shareholder feedback, sharing it with the full Board and deliberating as a Committee, we made significant changes to our executive compensation program and took targeted actions to reduce the CEO's 2016 and 2017 compensation. These changes reflect the thoughtful and constructive insights we received from our shareholders and are summarized below:

We have listened to shareholder concerns and have taken significant steps to address them and improve the Company's overall compensation program. We are committed to the ongoing evaluation and improvement of our executive compensation program to further enhance alignment with the interests of our shareholders. We welcome the opportunity to engage and encourage you to reach out with any questions or concerns related to our program. Correspondence can be addressed to the Compensation Committee care of the Corporate Secretary, as set forth on page 17 of this proxy statement.

The Wolverine Worldwide Compensation Committee
Joseph R. Gromek (Chairman), Jeffrey M. Boromisa, William K. Gerber, Nicholas T. Long

Compensation Discussion
and Analysis

The Company's Compensation Discussion and Analysis ("CD&A") provides an overview and analysis of Wolverine Worldwide's executive compensation program and policies, the material compensation decisions made with respect to fiscal year 2014 compensation, and the material factors considered in making those decisions. The CD&A refers only to the compensation of Wolverine Worldwide's "named executive officers" ("NEOs") unless noted otherwise:

~~Blake W. Krueger, Chairman, Chief Executive Officer and President~~
~~James A. Gabel, President, Performance Group~~
~~Donald T. Grimes, Senior Vice President, Chief Financial Officer and Treasurer~~
~~Andrew Simister, President, Lifestyle Group~~
~~James D. Zwiers, Senior Vice President and President, International Group~~

~~The CD&A is divided into the following four Sections:~~

~~Section 1~~ ~~- 2014 Overview~~

~~Section 2~~ ~~- Compensation Program Overview~~

~~Section 3~~ ~~- 2014 Compensation~~

~~Section 4~~ ~~- Other Compensation Policies and Practices~~

~~SECTION 1~~ ~~- 2014 OVERVIEW~~

~~The Company had another strong year in fiscal 2014. Highlights for the year include:~~

»: ~~revenues of $2.76 billion, including fourth quarter revenue growth of 9.2%, marking record full-year revenue for Wolverine Worldwide;~~
»: ~~record net earnings of $133.1 million;~~
»: ~~cash provided by operating activities of $314.6 million; and~~
»: ~~three-year total shareholder return in the 60th percentile compared to the Peer Group (defined below).~~

~~Wolverine Worldwide Notice of 2015 Annual Meeting of Stockholders and Proxy Statement~~

| ~~Page 29~~

~~Table of Contents~~

~~2015 PROXY STATEMENT~~

~~Strong Financial Performance~~

Wolverine Worldwide has a history of delivering strong financial performance. Our 15 brands are marketed in approximately 200 countries and territories around the world, and we believe this brand portfolio approach and the diversified geographic and customer base served by those brands have helped buffer the Company against challenges in any specific economic region or demographic sector and helped deliver strong financial performance in a variety of difficult economic environments.

~~Over the past five years, the Company's performance, based on cumulative total stockholder return, compared to the S&P SmallCap Index and the S&P Footwear Index, is as shown in the following table:~~

~~Page 30~~ |

~~Wolverine Worldwide Notice of 2015 Annual Meeting of Stockholders and Proxy Statement~~

~~Table of Contents~~

~~2015 PROXY STATEMENT~~

~~Executive Compensation Overview for 2014~~

~~Peer Group~~

The Compensation Committee (the "Committee"), with input from Towers Watson (the compensation consultant engaged by the Committee, as more fully described below), established the below peer group for use in setting 2014 NEO compensation (the "Peer Group"). As of the end of the 2014 Fiscal Year, companies in the Peer Group had market capitalizations ranging from 0.1 times to 3.7 times Wolverine Worldwide's market capitalization, and Peer Group company revenue ranged from 0.6 times to 3.0 times Wolverine Worldwide's 2014 revenue. Wolverine Worldwide's market capitalization and revenue placed it at the 48^th ~~and 51~~^st ~~percentile of the Peer Group, respectively, with respect to these measures.~~

~~The following companies comprise the Peer Group:~~



~~Aéropostale, Inc.~~	~~Carter's, Inc.~~	~~DSW Inc.~~	~~The Jones Group Inc.~~

~~American Eagle Outfitters Inc.~~	~~Chico's FAS, Inc.~~	~~Foot Locker, Inc.~~	~~PVH Corp.~~

~~ANN Inc.~~	~~Coach, Inc.~~	~~Genesco Inc.~~	~~Williams-Sonoma, Inc.~~

~~Ascena Retail Group, Inc.~~	~~Deckers Outdoor Corporation~~	~~Guess?, Inc.~~

~~Brown Shoe Company, Inc.~~	~~Dick's Sporting Goods, Inc.~~	~~Hanesbrands Inc.~~

~~Demonstrated Pay-for-Performance~~SUMMARY

The Board and the Committee believe that the Company's executive compensation program should pay for performance. The Committee reviewed the results of the stockholder advisory vote on executive compensation that was held at the Annual Meeting of Stockholders in April 2014. The vote was with respect to the 2013 compensation actions and decisions for the Company's NEOs. Over 95 percent of the votes cast on the proposal were voted in support of the compensation of the Company's NEOs set forth in the CD&A, the summary compensation table and the related compensation tables and narratives in the 2014 proxy statement. Based on the results of the "say-on-pay" vote, the Committee concluded that the Company's executive compensation policies and practices enjoy substantial stockholder support. Taking into account the results of the say-on-pay vote, along with other factors such as the Company's corporate business objectives, the Committee's consideration of the Company's compensation philosophy and the Committee's review of competitive data (as discussed in more detail on page 35), the Committee did not make any changes to the structure of the executive compensation program for 2014.

~~KEY COMPENSATION AND CORPORATE GOVERNANCE POLICIES AND PRACTICES~~

~~The Company's executive compensation program includes many contemporary corporate governance practices:~~

»: ~~authorizing the Compensation Committee to hire an independent consultant;~~
»: ~~implementing Stock Ownership Guidelines covering all NEOs;~~
»: ~~prohibiting hedging and pledging of Company securities; and~~
»: ~~requiring a double-trigger for change-in-control benefits under the Company's Executive Severance Agreements.~~


The Company's Compensation Discussion and Analysis ("CD&A") provides an overview and analysis of the executive compensation for the Company's named executive officers ("NEOs"). For 2016, the Company's NEOs were:
Blake W. Krueger		Chairman, Chief Executive Officer and President
Michael Jeppesen		President, Wolverine Heritage Group and Global Operations Group
Michael D. Stornant		Senior Vice President, Chief Financial Officer and Treasurer
Richard J. Woodworth		President, Wolverine Boston Group
James D. Zwiers		President, Wolverine Outdoor & Lifestyle Group (in 2016);
		Assumed new role as Executive Vice President in February 2017

~~Other Relevant Factors~~

CEO and other NEO compensation for fiscal year 2014, and, in the case of the long-term incentive compensation for the three-year period ending with fiscal year 2014, reflected the Company's financial performance over the past three years:

»: ~~over 80% of the CEO's total direct compensation (cash and equity) as reported in the Summary Compensation Table is tied to the Company's stock or performance measures;~~
»: ~~the ratio of performance-based equity awards (including stock options) to time-vested restricted stock awards for the CEO is 1.8 to 1.0; and~~
»: ~~each NEO's bonus opportunity was capped at 200% of his Target Percentage for each bonus program.~~

~~Wolverine Worldwide Notice of 2015 Annual Meeting of Stockholders and Proxy Statement~~

| ~~Page 31~~

~~Table of Contents~~

~~2015 PROXY STATEMENT~~

~~SECTION 2~~ ~~- COMPENSATION PROGRAM OVERVIEW~~

Compensation Philosophy and Objectives

~~Wolverine Worldwide's~~The Company's compensation philosophy is to provide executives with a competitive ~~salaries~~compensation package that is heavily weighted towards at-risk (performance shares and ~~incentives~~annual bonus) and variable (restricted stock and, prior to ~~achieve~~2017, stock options) compensation in order to encourage superior business, stock price and financial ~~performance.~~performance over the short and longer term and to closely align the interests of the Company's NEOs with those of its shareholders. The Compensation Committee (the "Committee") oversees the Company's executive compensation program.

The ~~Committee reviews and approves NEO compensation, other than the CEO's compensation, which is approved by the Board's independent directors. The NEO~~executive compensation program has four primary objectives:

»•: ~~attract~~Attract and retain talented NEOs who will lead Wolverine Worldwide and drive ~~for~~ superior business and financial ~~performance;~~performance
»•: ~~provide~~Provide incentives for achieving specific pre-established near-term individual, business-unit and corporate goals and reward the attainment of those ~~goals;~~goals

»•: ~~provide~~Provide incentives for achieving pre-established longer-term corporate financial goals and reward the attainment of those ~~goals; and~~goals
»•: ~~align~~Align the interests of NEOs with those of the ~~stockholders~~shareholders through incentives based on ~~increasing stockholder value.~~achieving performance objectives that enable increased shareholder value

Wolverine Worldwide's executive compensation program balances fixed compensation (base salaries) with performance-based compensation (annual bonuses and long-term incentives) and rewards annual performance while maintaining emphasis on longer-term objectives. The program also blends cash, non-cash (equity and equity-based awards), long- and short-term compensation components, and current and future compensation components. The Committee considers qualitative and quantitative factors when setting the amount and mix of NEO compensation. Each NEO's compensation mix and cash-to-equity ratio depends on his responsibilities, experience, skills, and potential to affect Wolverine Worldwide's overall performance. The Committee and Board believe the CEO has the broadest scope of responsibilities and typically approve higher compensation for the CEO (with a higher proportion of variable compensation) than for any other NEO. The Committee and Board believe this executive compensation philosophy has successfully generated superior performance over the long term.

~~Compensation Program Summary~~Shareholder Outreach

The Company's ~~executive compensation program consists~~say-on-pay proposal received insufficient support at the 2016 annual meeting. Since that meeting, the Company reached out to shareholders representing nearly two-thirds of ~~four~~its outstanding shares and had conversations with more than half of these shareholders. The Compensation Committee Chairman Joseph Gromek led this effort, was present for all of these conversations, and solicited and received direct feedback from shareholders on what drove their 2016 say-on-pay vote and what changes the Committee could make to address these concerns. The feedback was shared with the full Board and significant changes were made in response to the feedback.



Wolverine Worldwide Notice of 2017 Annual Meeting of Shareholders and Proxy Statement		\| Page 39

Table of Contents

Below is a list of the key ~~elements, as shown~~themes heard during Mr. Gromek's conversations with shareholders and the Committee's actions in response, with additional details provided below the ~~accompanying table. First, each NEO receives a base salary. Second, each NEO is eligible to receive a cash-based Annual Bonus. The Annual Bonus has two parts: (i) an annual bonus based on performance~~

chart:

~~EXECUTIVE COMPENSATION PROGRAM~~

TOPIC

WHAT WE HEARD FROM SHAREHOLDERS

WHAT WE DID IN RESPONSE

CEO "bridge grants"

~~Annual Bonus~~ •

Concerns over the one-time "bridge grants" awarded to the CEO in 2015 intended to bring his compensation to peer group median

•

The Company understands shareholders' concerns in this area, and these CEO awards were not repeated in 2016 or 2017

Pay for performance

~~Long-Term Incentive~~
~~Compensation~~ •

Desire to see a greater link between the Company's stated strategic and financial goals and its compensation program, and to see relative performance measures used

•

Incorporated an adjusted operating margin modifier into the 2017 annual bonus plan and a 3-year relative TSR modifier into the 2017-2019 performance unit plan

CEO pay in light of Company performance

~~Benefits~~ •

Notwithstanding positive 2016 total shareholder return (TSR), the CEO's compensation appeared high relative to peers in light of three-year TSR

•

Despite very strong 2016 TSR, the Committee reduced the CEO's 2017 total long-term incentive grants by $500,000

•

Paid $0 on the individual performance objectives portion of his 2016 annual bonus despite actual performance in excess of that

~~Base~~
~~Salary~~

~~Performance~~
~~Bonus~~Pay mix

~~Individual~~
~~Bonus~~

~~Long-Term~~
~~Incentive~~
~~Bonus~~

~~Equity~~

~~Retirement and~~
~~Welfare Plans~~

~~Perquisites~~

measured against Company or business unit performance criteria established by the Compensation Committee at the beginning of the fiscal year (the "Performance Bonus") under the Annual Bonus Plan, and (ii) an annual bonus based on performance measured against individual performance criteria (the "Individual Bonus") under the Individual Performance Bonus Plan. Third, each NEO is eligible to receive Long-Term Incentive Compensation. The Long-Term Incentive Compensation has two parts: (i) a long-term incentive bonus based on performance measured against pre-established Company performance criteria for a three-year period (the "3-Year Bonus"), and (ii) equity in the form of time-vested restricted stock awards and time-vested stock option grants. Fourth, NEOs hired before January 1, 2013 may participate in the Company's defined-benefit plan (subject to certain vesting criteria) and, at the discretion of the Committee, may participate in a supplemental executive retirement plan. In addition, each NEO may receive assistance with tax and estate planning, a matching contribution to his 401(k) account and other perquisites as discussed below under the "Perquisites" heading. The executive compensation program is set out in more detail in the remainder of this CD&A.

~~Page 32~~ |

~~Wolverine Worldwide Notice of 2015 Annual Meeting of Stockholders and Proxy Statement~~

~~Table of Contents~~

~~2015 PROXY STATEMENT~~

~~Purposes of Compensation Program Elements~~

~~Pay Element~~ •

~~What~~Preference to shift the ~~Pay Element Rewards~~

~~Purpose of~~long-term incentive mix to a heavier weighting on performance share units, the ~~Pay Element~~most at-risk pay element

~~Base Salary~~

~~Scope of core responsibilities, years of service with the Company (or experience in similar positions at other companies), skills, and knowledge~~

»•

~~Provide a regular~~Beginning in 2017, the Company no longer utilizes stock options and ~~stable source~~increased from 40% to 70% the percentage of ~~income to NEOs~~CEO long-term compensation that is granted as performance share units; other NEOs' performance share units now make up 60% of the total long-term incentive opportunity

~~Annual Incentive Compensation~~Peer group

»•

~~Performance Bonus rewards achieving specific corporate business objectives over which~~Some concern that select peers within the ~~NEO has reasonable control~~

~~For certain NEOs, Performance Bonus rewards achieving specific division business objectives over which~~2015 peer group were significantly larger than the ~~NEO has reasonable control~~Company

~~Individual Bonus rewards achieving specific personal objectives~~

»•

~~Focus NEOs on specific annual goals that contribute~~The Company adopted a new 2017 peer group to create better alignment from a size perspective. The Company is now above the ~~Company's long-term success~~median of the new peer group as measured by market capitalization and enterprise value

~~Provide annual performance-based cash compensation~~

Align participants on important annual corporate, business level and individual performance metrics, with total annual opportunity heavily weighted toward achievement of corporate and business level goals

~~Long Term Incentive~~ Compensation consultant

»•

~~Focusing on long-term corporate business objectives~~

~~Focusing on driving long-term stockholder value~~

~~Continuing employment with~~Some independence concerns that the ~~Company during~~compensation consultant performed other services for the ~~vesting period~~Company

»•

~~More closely align NEOs' interests with stockholders' interests~~For this reason and to provide a fresh perspective on the Company's compensation programs, the Committee appointed a new independent compensation consultant in 2016

~~Reward NEOs for building stockholder value~~

~~Encourage long-term investment in the Company by participating NEOs~~

~~Retain NEOs~~

~~Retirement and Welfare Benefits~~Change in control equity acceleration

»•

~~Focusing on long-term corporate business objectives~~

~~Continuing long-term employment with~~Desire to see the Company move away from single-trigger vesting of equity awards upon a change in control

»•

~~In the case of the Supplemental Executive Retirement Plan,~~2017 equity award change in control provisions provide ~~retirement benefits that NEO participants would have received under the broad-based plan~~for double-trigger acceleration upon a change in ~~the absence of the IRS limits~~control

~~Provide retirement security~~

~~Encourage long-term commitment to the Company by NEOs and assist Wolverine Worldwide in retaining talented NEOs~~

The Committee is responsible for overseeing the development and administration of the Company's compensation and benefits policies and programs. The Committee consists of four independent directors. Among its other responsibilities, the Committee formulates the compensation recommendations to the independent directors of the Board for the Company's CEO, reviews and approves all aspects of compensation for the other NEOs, and sets the Company's NEO compensation program, including:

When making compensation recommendations or decisions, the Committee considers the CEO's assessment of the performance of each NEO, other than himself; the performance of the individual and the individual's respective business unit or function; the scope of the individual's responsibilities, years of service with the Company (or in similar positions with other companies), skills and knowledge; market data; market and economic conditions; retention considerations; and Wolverine Worldwide's compensation philosophy (collectively, the "Compensation Factors"). The Committee considers these Compensation Factors subjectively, and no single factor or combination of factors is determinative. Following its review and discussion, the Committee approves compensation for all NEOs, except the CEO. The Committee recommends compensation for the CEO to the independent directors of the Board, and those independent directors approve the CEO's compensation. The Lead Director and Compensation Committee Chair meet with the CEO at the end of the year to evaluate his performance compared to his personal objectives set at the beginning of the year. The Committee is supported in its work by the Senior Vice President of Global Human Resources, the General Counsel, and an independent executive compensation consultant as described below.

Within the framework of the Company's executive compensation program, the CEO recommends the level of base salary, Annual Bonus, long-term incentive compensation, equity awards and other compensation components for his direct reports, including the other NEOs. The CEO bases his recommendation upon his assessment of the Compensation Factors applicable to each NEO. The CEO considers these Compensation Factors subjectively and no single factor is determinative. The Committee discusses these recommendations with the CEO prior to setting the compensation for each NEO, other than the CEO.

The Compensation Committee has retained Towers Watson as its executive compensation consultant. Towers Watson reports directly to the Committee, and the Committee determines the scope of its engagement and may replace it or hire additional consultants at any time. The Committee has evaluated Towers Watson's independence under the rules established by the NYSE and has determined that Towers Watson is "independent" as defined by NYSE rules. In addition, the Committee has evaluated whether the engagement of Towers Watson raises any conflicts of interest and has determined that no such conflicts of interest exist.

At the Committee's invitation, a representative of Towers Watson generally attends Committee meetings and also communicates with the Compensation Committee Chair between meetings. However, the Committee makes all decisions regarding NEO compensation. Towers Watson provides various executive compensation services to the Committee pursuant to a consulting agreement with the Committee. Generally, these services include advising the Committee on the principal aspects of the Company's executive compensation program, evolving industry practices, and providing market information and analysis regarding the competitiveness of the Company's program design. During 2014, Towers Watson performed the following specific services:

The total fees the Company paid to Towers Watson for services to the Committee in 2014 were $115,000. Towers Watson also was engaged by Wolverine Worldwide in 2014 to perform actuarial services, pension plan consulting and risk and financial services that are not part of the executive compensation services provided to the Committee. These services were performed on an interim and annual basis for financial reporting purposes. The total annual expense for this work was approximately $279,000. The total fees the Company paid to Towers Watson ($394,000) represent approximately one one hundredth of one percent (0.01%) of Towers Watson's revenue for its 2014 fiscal year ($3.5 billion).

~~The Committee uses surveys~~Near the end of 2016, Wolverine Worldwide announced a holistic, enterprise-wide business initiative designed to transform the Company to compete and ~~Peer Group information as market reference points. The Committee believes that compensation levels~~win in the ~~footwear, apparel and~~fast-changing global consumer retail ~~industries typically exceed levels reported in general industry surveys. The Committee also considers information~~environment — the ~~Company learns through recruiting NEOs and the experience levels and responsibilities of NEOs prior to joining the Company as reference points in setting NEO compensation.~~WOLVERINE WAY FORWARD. It includes four critical components:

As part of its competitive data review in connection with determining 2014 compensation, the Committee considered information presented by Towers Watson based on publicly-disclosed Peer Group information and on three published compensation surveys: (1) 2013 Towers Watson Data Services Survey Report on Top Management Compensation – Retail and Wholesale Trade Industry Cut, (2) 2013 Towers Watson Compensation Database Executive Database – Retail/Wholesale Executive Database, and (3) 2013 US Mercer Benchmark Database, Executive – General, Retail Industry Cut.

Each February, the Committee recommends (and the independent directors approve) target compensation for the CEO for the upcoming year after considering the latest available information, including the Company's TSR and other business and financial performance, information provided by the Company's compensation consultant regarding executive compensation trends and compensation paid to other chief executive officers of companies in the comparative peer group, and information provided by management on recent Company performance and future business and financial outlook. The Committee's goal is to set the CEO's compensation in-line with the anticipated market median compensation for that year.

Given the significant weight the Company's executive compensation program places on at-risk and variable compensation, the compensation realized by the CEO and NEOs can be significantly affected, both positively and negatively, by performance against the various operational and financial performance metrics pre-established by the Committee and by the performance of the Company's stock price. The Board and Committee believe such a compensation program aligns the interests of the CEO and other NEOs with the interests of the shareholders.

The Company's executive compensation program consists of four primary elements: base salary, annual bonus, long-term incentive compensation and benefits. These elements are described in greater detail below.

As part of approving an NEO's base salary, the Committee considers a variety of factors including individual responsibilities, experience, skills, and potential to affect Wolverine Worldwide's overall performance, as well as market surveys and peer group information. The Committee considers these compensation factors subjectively, and no single factor or combination of factors was determinative in setting base salaries for any NEO.

Based on the above factors, the Committee approved the 2016 base salaries for the NEOs as noted in the following table. The Committee held CEO salary flat for the third year in a row (and held it flat again in 2017). Mr. Jeppesen's increase reflects, in part, the fact that he took on significant additional responsibility as President of the Wolverine Heritage Group in 2016. Mr. Woodworth's increase reflects, in part, his promotion from a brand president to a brand group president in 2016.

In ~~2014,~~2016, each NEO had the opportunity to earn annual cash incentive compensation ("~~Annual Bonus"~~annual bonus"), consisting of two ~~parts: (i) an annual~~parts, a performance bonus ~~based on performance measured against Company or business unit performance criteria established by the Committee at the beginning of the fiscal year ("Performance Bonus") under the Annual Bonus Plan,~~ and ~~(ii)~~ an individual performance bonus measured against individual performance criteria ("Individual Bonus") under the Individual Performance Bonus Plan. Each NEO's payout under the two parts was determined by comparing his performance against specific criteria set at the beginning of each year, with 85% of each NEO's payout relating to the Performance Bonus and 15% relating to the Individual Bonus. For the Performance Bonus, each NEO's payout was determined by comparing his performance against four performance levels set for each pre-set criterion: threshold (50% payout), target (100% payout), goal (150% payout) and stretch (200% payout). For the Individual Bonus, each NEO's payout was determined by comparing his performance against each pre-set criterion and scoring it on a scale of 0% to 100%. As shown in further detail below under the heading "Individual Bonus," Individual Bonus payouts can range from 0% to 200% depending on the NEO's cumulative weighted performance score on his individual performance objectives.bonus:

A percentage of each NEO's ~~2014~~2016 base salary was set as ~~his Annual Bonus~~the annual bonus target percentage (the "Target Bonus Percentage"). The Target Bonus Percentage represents the percentage of each NEO's base salary hethat could ~~earn~~be earned as annual incentive compensation at a "target" performance level (100% payout) for each of the ~~Performance Bonus~~performance bonus and Individual Bonus. As part of approving an NEO's 2014 Target Bonus Percentage, the Committee considered the Compensation Factors described above. The Committee considers these Compensation Factors subjectively, and no single factor or combination of factors was determinative for any NEO.individual bonus. Generally, the Committee ~~set~~sets higher Target Bonus Percentages for individuals with greater influence on business strategy, ~~profits~~profit or sales. This ~~put~~puts a larger percentage of an NEO's total potential cash compensation ~~"at risk.~~"at-risk,"

~~Consistent~~ in line with the ~~2013 bonus opportunity, each~~ NEO's ~~total Annual Bonus opportunity for 2014 ranged from 0%~~ability to 200% of his Target Bonus Percentage. The accompanying table shows the total aggregate annual incentive compensation payout earned by each NEO for 2014, as well as the portion of that aggregate number that is attributable to the Performance Bonus and Individual Bonus.influence these factors.

In connection with setting the Target Bonus Percentages, the Compensation Committee established the performance criteria for the Company and business units under the Annual Bonus Plan. Each NEO's Performance Bonus was based on performance criteria for the Company, or for the Company and a business unit. The Committee set fiscal year 2014 revenue (weighted 35% of the Company component) and pretax earnings (weighted 65%) as the Company's performance criteria. The Committee selected these criteria because it ~~believed~~believes a strong correlation exists between performance on these financial measures and increases in ~~stockholder~~shareholder value.

Messrs. Krueger and Stornant had significant influence on the Company's overall business performance and, accordingly, their respective performance bonus opportunity (85% of their total annual bonus opportunity) is based on the Company performance criteria only. Messrs. Jeppesen, Woodworth and Zwiers were directly responsible for specific business units and exert a significant influence on those business units in particular, in addition to influencing Company performance. Accordingly, for each of these NEOs, a larger percentage of their overall annual bonus opportunity was based on business unit performance, with a smaller percentage based on the Company's performance, as reflected in the table on page 51.

As shown in the ~~accompanying~~ table below, the Committee also set four performance levels for each criterion: threshold ~~(50%~~(25% payout), target (100% payout), goal (150% payout) and stretch (200% payout). The Committee set the revenue and pretax earnings goals for these performance levels ~~(shown in the accompanying table)~~ following ~~discussion with management and~~ a review of the Company's operating plan, historical performance, and ~~economic~~industry and macroeconomic conditions. The performance targets, though lower than 2015 targets, were set aggressively in light of the difficult industry and macroeconomic conditions ~~facing~~discussed in the ~~Company.~~"Compensation Decisions in Context: Key 2016 Accomplishments and Financial Highlights" section, as evidenced by only a 68% payout on revenue performance that met the Company's original revenue guidance for the year.

Two of the NEOs, Messrs. Krueger and Grimes, have significant influence on the Company's overall business performance and, accordingly, all of their respective Performance Bonus opportunities (85% of total Annual Bonus Opportunity) are based on the Company performance criteria. Three of the NEOs, Messrs. Gabel, Simister and Zwiers, are directly responsible for specific business units and exert a significant influence on those business units in particular. Accordingly, for each of those three NEOs, only 20% of their overall Annual Bonus opportunity was based on the Company's performance. The remaining portions of the Performance Bonus portion of the Annual Bonus opportunities for each of these three NEOs were based on the performance of their respective business units, expressed as a percentage of overall Annual Bonus opportunity: Mr. Gabel (65% Performance Group); Mr. Simister (65% Lifestyle Group); and Mr. Zwiers (65% International Group/Performance Group (prorated)). The remaining 15% of each NEOs Annual Bonus opportunity was determined by his respective Individual Bonus criteria.

For each business unit, the Committee ~~set~~sets the goals at substantially similar levels of difficulty as the goals for the Company and with a similar degree of difficulty as in prior years. The ~~accompanying~~below table shows historical weighted ~~average revenue and pretax earnings~~ performance levels achieved by the business units using these performance criteria for the years for which a meaningful comparison can be made.

In ~~early 2015,~~February 2017, the Committee certified actual ~~2014~~2016 performance compared to the performance levels for the Company and business unit criteria. The Company's fiscal year ~~2014~~2016 revenue was approximately ~~$2.76~~$2.495 billion, which was between threshold and target ~~performance~~ level. The Company's adjusted pretax earnings for fiscal year ~~2014~~2016 were ~~$225~~$181.0 million, which was between ~~target~~threshold and ~~goal performance~~target level. The weighted average results for the applicable performance criterion are shown in the ~~accompanying~~below table:

For ~~2014,~~2016, the Company paid the NEOs the following amounts relating to the ~~Performance Bonus.~~performance bonus.

At the same time Target Bonus Percentages are set, the CEO approves measurable personal objectives for each ~~NEO~~NEO's individual bonus, other than ~~himself, Individual Bonus personal objectives.~~for himself. The CEO ~~recommends,~~submits, and the Committee approves, the CEO's personal ~~objectives for himself. Personal~~objectives. Such measurable personal objectives may include ~~elements~~goals such as executing strategies supporting ~~Wolverine Worldwide's~~the Company's vision, developing employees, growing new business initiatives and driving operational excellence. ~~Each NEO has personal objectives specific to him.~~ Performance is evaluated ~~subjectively, generally~~by the CEO (or, in the case of the CEO, by the Committee and other independent

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directors) based on qualitative and quantitative factors. Summaries of the specific personal objectives for each NEO are outlined in the table below:
NEO
~~2014~~2016 Personal Objectives
Krueger ~~Employee development, integration, brand and platform building and cash flows~~People, Growth, Strategy, Innovation, Cash Flow

~~Gabel~~Jeppesen ~~Assimilation, growth, direct-to consumer performance and Performance~~Strategy, Organization, Cash Flow, Supply Chain, Product Development, Talent, Growth – Heritage Group ~~development~~

~~Grimes~~Stornant ~~Employee development, growth, profitability and cash flows~~Maximize Shareholder Value, Cash Flow, People, Growth

~~Simister~~Woodworth ~~Assimilation, growth, Lifestyle Group development and restructuring management~~Inventory, Culture, Talent, Growth

Zwiers ~~International group assimilation, employee development, asset management and growth~~Brands' Sales Growth, Inventory, People

Each personal objective is given a ~~weight~~rating from 0%"does not achieve" to ~~100%. The sum of~~"far exceeds," with weighted performance ratings and payouts consistent with the weights for each NEO's personal objectives equals 100%. An NEO's cumulative weighted personal objectives score is calculated by multiplying the score for each objective by its weight, and summing those results for all of the NEO's personal objectives. The Individual Bonus payout level ranges from 0% to 200%, determined by the cumulative weighted personal objectives score.following table:
Personal Objectives ~~Score~~Rating

~~2014~~2016 Payout Level
~~95-100%~~Far Exceeds 200%

~~90-95%~~ ~~175%~~

~~80-90%~~Exceeds 150%

~~70-80%~~Achieves 100%

~~60-70%~~Achieves Most But Not All ~~50%~~65%

~~Less than 60%~~Does Not Achieve 0%

The CEO recommended, toand the Committee approved, the ~~2014~~2016 cumulative weighted personal objectives scores and payout levels for each of the NEOs other than himself. The Committee and the other independent directors of the Board met with the CEO at the end of the year to evaluate his performance ~~compared to~~against his personal objectives. The Committee determined the cumulative weighted personal objectives score for the CEO and recommended to the independent directors of the Board the CEO's payout level. The ~~Individual Bonus~~individual bonus payout for each NEO other than the CEO, as shown in the accompanying table, was determined by multiplying ~~his cumulative weighted performance score payout level~~the bonus percentage achieved by ~~15 percent~~15% (representing the percentage of the ~~Individual Bonus~~individual bonus to the total ~~Annual Bonus~~annual bonus opportunity) of ~~his~~the Target Bonus Percentage. The Committee used negative discretion to reduce the CEO's individual performance bonus to $0 in response to shareholder feedback received in its engagement efforts.
Name

2014 Individual Bonus
Opportunity
(as a % of an NEO's Target
Percentage)

Personal Objectives
Score

2014
Individual Bonus
Percentage Awarded

2014
Individual
Bonus Paid
2016 Individual Bonus
Opportunity
(as a % of an NEO's Target
Percentage)

Personal Objectives Rating
2016
Individual Bonus
Percentage Achieved

2016
Individual
Bonus Paid
Krueger
0 – 200% 84% 150% $332,903 0 - 200% Achieves most but not all 65% $0

Gabel
0 – 200% 85% 150% $27,584
Jeppesen
0 - 200% Achieves 100% $46,129

Grimes
0 – 200% 82% 150% $80,740
Stornant
0 - 200% Achieves most but not all 65% $29,215

Simister
0 – 200% 81% 150% $31,370
Woodworth
0 - 200% Achieves 100% $41,161

Zwiers
0 – 200% 82% 150% $77,663 0 - 200% Achieves most but not all 65% $34,430

Page 50  |

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Consistent with the 2015 bonus opportunity, each NEO's total annual bonus opportunity for 2016 ranged from 0% to 200% of Target Bonus Percentage. The accompanying table shows the total aggregate annual incentive compensation payout earned by each NEO for 2016, as well as the portion of that aggregate number that is attributable to the performance bonus and individual bonus.

Annual Bonus Compensation Component
as a Percentage of Target Bonus Performance

Performance Bonus Percentage By
Company or Business unit as a Percentage of
Target Bonus Percentage

2016 Target Percentage
Total Individual Performance Bonus as a
Percentage of Target Percentage Company1 Wolverine Outdoor & Lifestyle Group2 Wolverine Boston Group3 Wolverine Heritage Group Sourcing4 Owned Manufacturing4 Leathers4 2016 Performance Bonus
2016 Individual
Performance Bonus
Total 2016 Actual Annual
Bonus Compensation % of 2016 Actual Incentive Target



Krueger
125 % 15 % 85 % $ 831,376 $ 0          $ 831,376 58 %

Jeppesen5
55 % 15 % 40 % 10 % 20 % 10 % 5% $ 229,888 $ 46,129 $ 276,017 90 %

Stornant
50 % 15 % 85 % $ 173,299 $ 29,215 $ 202,514 68 %

Woodworth
40 % 15 % 30 % 55 % $ 123,655 $ 41,161 $ 164,816 60 %

Zwiers
55 % 15 % 30 % 55 % $ 172,529 $ 34,430 $ 206,959 59 %

1
Based on revenue and pretax earnings performance criteria for the Company, as described above under "Annual Bonus – Performance Bonus."
2
Based on revenue and pretax earnings as the performance criteria for the Wolverine Outdoor & Lifestyle Group.
3
Based on revenue and pretax earnings as the performance criteria for the Wolverine Boston Group.
4
Based on revenue and pretax earnings for Leathers. Based on the following factors for sourcing: expense management, on-time delivery, product pricing, factory lead times, and product quality. Based on the following factors for owned manufacturing: profit contribution, on-time delivery, and product quality.
5
Mr. Jeppesen served as President of the Global Operations Group for all of 2016 and also served as President of the Wolverine Heritage Group for the second half of 2016. The percentages in this table reflect a weighted average of the criteria achieved.
2017 Annual Bonus Plan Update
Based on feedback from shareholders and to create even stronger alignment between NEO compensation and the Company's strategic objectives, the Committee added adjusted operating margin to the 2017 annual bonus plan as a modifier to adjust, up or down, the calculated payments generated using the following metrics:
•
Less than 100bps adjusted operating margin improvement vs. 2016 ➡ 25% negative adjustment

•
100bps to 150bps improvement ➡ no adjustment

•
151bps to 200bps improvement ➡ 10% positive adjustment

•
More than 200bps improvement ➡ 25% positive adjustment

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Long-Term Incentive Compensation
In 2016, each NEO had the opportunity to earn long-term incentive compensation reflected as a mix of performance shares and time-based stock options and restricted stock awards.

Key Factors
Performance Share Metrics1
Performance Shares
•
Performance shares are based on performance criteria covering three-year periods
•
Awards balance focus on near-term profitability with longer-term shareholder value creation

•
Fully diluted adjusted EPS (65%)
•
Adjusted Business Value Added ("BVA")2 (35%)

Time-Based Stock
Options and Restricted
Stock Awards
•
Encourages employee retention and rewards increases in stock price
~~EXECUTIVE COMPENSATION PROGRAM~~

~~Long-~~
~~Term Incentive~~
~~Compensation~~ ~~Annual Bonus~~ ~~Long-Term Incentive~~
~~Compensation~~ ~~Benefits~~

~~Base~~
~~Salary~~ ~~Performance~~
~~Bonus~~ ~~Individual~~
~~Bonus~~ ~~Long-Term~~
~~Incentive~~
~~Bonus~~ ~~Equity~~ ~~Retirement~~
~~and Welfare~~
~~Plans~~ ~~Perquisites~~

In 2014, each NEO had the opportunity to earn long-term incentive compensation, consisting of two parts: (1) performance shares under the Company's stock incentive plan and (2) equity awards in the form of time-vested stock option grants and time-vested restricted stock awards under the stock incentive plan.
~~Wolverine Worldwide Notice of 2015 Annual Meeting of Stockholders and Proxy Statement~~ |  ~~Page 39~~
~~Table of Contents~~1
~~2015 PROXY STATEMENT~~
~~Long-Term Incentive Compensation – Performance Share Bonuses~~
~~Each NEO had the opportunity to earn long-term incentive compensation in the form of performance shares issued under the Company's stock incentive plan based~~EPS is calculated on ~~performance criteria covering three-year periods ("3-Year Bonus"). The Committee established two performance criteria for the performance period 2012-2014: (1)~~a fully diluted ~~earnings per share ("EPS"),~~basis and ~~(2) business value added ("BVA"),~~EPS and BVA are each as adjusted to account for and exclude the effects of acquisitions, divestitures, accounting changes, restructuring, or other similar special charges or extraordinary items excluded by the ~~Committee.~~ Committee, including foreign exchange.
2
BVA is calculated by starting with operating income determined in accordance with U.S. generally accepted accounting principles ("GAAP"), and then reducing operating income by (1) an amount for income taxes where the effective tax rate used to calculate the income tax amount is determined in accordance with GAAP (adjusted as described ~~in the footnote to the table below)~~above), and (2) a capital charge equal to a ~~2-point~~14-point average of "net operating assets" during the fiscal year (with "net operating assets" defined as the net of trade receivables (net of reserves), inventory (net of reserves), other current assets, property, plant and equipment, trade payables and accrued liabilities) multiplied by 10%.
The Committee believes EPS is a key metric that plays an important role in driving shareholder value and that it further aligns the interests of the NEOs with other shareholders. The Committee believes that BVA is useful for determining incentive compensation because it ties the income statement (profit delivery) to the balance sheet (effective asset utilization) and does not focus on one to the exclusion of the other. The Committee further believes that focusing NEOs' interests on increasing BVA aligns their interests more closely with ~~stockholder~~shareholder interests. ~~The Committee believes EPS is a key metric that plays an important role in driving the Company's stock price and that it further aligns the interests of the NEOs with other stockholders.~~ The use of both EPS and BVA balances the NEOs' focus on near-term profitability with longer-term ~~stockholder value.~~shareholder value; these measures received positive shareholder feedback during the Committee's shareholder outreach. The Committee ~~weights~~weighted EPS 65% and BVA 35% when determining the overall performance level.
The Committee has chosen to provide long-term incentives in these forms because they incentivize and motivate different behaviors. Performance shares reward the achievement of key business criteria. Time-based stock options encourage employee retention and only reward employees if the stock price appreciates after the grant. Time-based restricted stock encourages employee retention by providing some level of value to executives who remain employed during the vesting period. Restricted stock also supports an ownership culture and thereby encourages executives to take actions that are best for the Company's long-term success.
~~3-Year~~ Performance ~~Share Bonus (Fiscal 2012-2014)~~Shares
The following table lists performance levels set by the Committee for performance share awards granted for the ~~2012-2014~~2014-2016 performance ~~period:~~period (and, for Mr. Krueger, a 2015-2016 performance period) the vesting of which occurred on February 8, 2017 following the Committee's certification of 2014-2016 financial results. The performance share grant to Mr. Krueger for the 2015-2016 performance period was subject to EPS and BVA performance targets set at levels consistent with the EPS and BVA levels that remained outstanding under his original performance share grant for the 2014-2016 period, as well as an additional requirement that the Company's aggregate 2015 and 2016 revenue exceed $5.1 billion.
Performance level
(Percentage of Target
Payout)

Cumulative EPS for the
2012-2014 period1

Cumulative BVA for the
2012-2014 period1
(in millions)

Cumulative EPS for the 2014-2016 period1
Cumulative BVA for the 2014-2016 period1
(in millions)
Threshold (50%) $3.57 $276.2 $4.61 $343.8

Target (100%) $3.94 $314.0 $5.13 $381.4

Goal (150%) $4.57 $341.2 $5.67 $407.2

Stretch (200%) $5.19 $369.2 $6.12 $449.4

2: The following table sets forth the vesting dates for the ~~unvested~~un-vested service-based restricted stock awards of each NEO as of ~~January 3, 2015:~~December 31, 2016:

Named
Executive
Officer

Vesting
Date

Number of Shares to Vest

Krueger

2/~~8/15~~6/17

~~11,600~~

18,373

~~2/9/15~~

~~10,400~~

2/~~10/15~~8/17

~~27,000~~

23,200

2/~~6/16~~11/17

~~18,372~~

19,213

~~2/8/16~~

~~11,600~~

2/~~9/16~~6/18

~~20,800~~

36,745

2/~~6/17~~11/18

~~18,373~~

37,829

~~2/8/17~~

~~23,200~~

2/~~11/17~~10/19

~~19,213~~

31,571

2/~~6/18~~11/19

~~36,745~~

57,043

~~2/11/18~~

~~19,213~~

2/~~11/19~~10/20

~~38,427~~

31,572

~~Gabel~~

2/11/20

37,233

~~7/9/17~~

~~5,211~~

~~1/1/18~~2/11/21

~~3,750~~

63,144

Jeppesen

~~7/9/18~~

~~5,212~~

~~1/1/19~~2/6/17

~~3,750~~

2,310

~~7/9/19~~

~~10,424~~

~~1/1/20~~2/8/17

~~7,500~~

4,500

~~Grimes~~

2/11/17

1,902

~~2/8/15~~

~~3,200~~

~~2/9/15~~10/8/17

~~2,950~~

5,000

2/~~10/15~~6/18

~~8,200~~

4,620

~~2/6/16~~

~~3,900~~

2/~~8/16~~11/18

~~3,200~~

4,179

~~2/9/16~~10/8/18

~~5,900~~

5,000

~~2/6/17~~

~~3,900~~

2/~~8/17~~10/19

~~6,400~~

8,861

2/11/1719

~~3,211~~

6,082

~~2/6/18~~

~~7,800~~

~~2/11/18~~7/13/19

~~3,212~~

2,500

10/8/19

10,000

2/10/20

8,861

2/11/20

4,554

~~2/11/19~~

7/13/20

2,500

2/10/21

17,723

~~6,423~~

7/13/21

5,000



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Table of Contents

~~2015~~2017 PROXY STATEMENT

Named
Executive
Officer

Vesting
Date

Number of Shares to Vest

~~Simister~~Stornant

2/6/17

1,245

~~7/9/~~2/8/17

~~5,211~~

2,610

2/11/17

1,025

2/6/18

2,490

2/11/18

2,016

6/12/18

1,068

2/10/19

10,269

2/11/19

3,042

6/12/19

1,069

2/10/20

10,270

2/11/20

1,983

6/12/20

2,138

2/10/21

20,539

Woodworth

~~1/1/18~~

~~3,750~~

~~7/9/18~~

~~5,212~~

~~1/1/19~~2/6/17

~~3,750~~

1,558

~~7/9/19~~2/11/17

~~10,424~~

1,437

~~1/1/20~~

~~7,500~~

~~Zwiers~~

12/12/17

10,000

2/~~8/15~~6/18

~~8,200~~

3,115

~~2/9/15~~

~~2,950~~

2/~~10/15~~11/18

~~8,200~~

2,829

2/~~6/16~~10/19

~~3,550~~

6,038

~~2/8/16~~

~~8,200~~

2/~~9/16~~11/19

~~5,900~~

4,267

2/~~6/17~~10/20

~~3,550~~

6,038

~~2/8/17~~

~~16,400~~

2/11/1720

~~2,923~~

2,785

2/10/21

12,076

Zwiers

~~2/6/18~~

~~7,100~~

2/~~11/18~~6/17

~~2,923~~

3,550

2/~~11/19~~8/17

~~5,847~~

16,400

2/11/17

2,923

2/6/18

7,100

2/11/18

5,746

2/10/19

9,788

2/11/19

8,670

2/10/20

9,788

2/11/20

5,647

2/10/21

19,576

3: The dollar values are calculated using a per share stock price of $~~29.03~~,$21.95, the closing price of Wolverine Worldwide common stock ~~as of~~on December 30, 2016, the ~~end~~last business day of fiscal year ~~2014.~~2016.

4: Following the end of the applicable three-year performance period, restrictions may lapse on some, all or none of the performance shares depending upon the Company's achievement of the relevant EPS and BVA performance criteria. The number of shares listed assumes target performance for the 2014-2016 cycle and threshold performance for the 2015-2017 and 2016-2018 cycles.



Wolverine Worldwide Notice of ~~2015~~2017 Annual Meeting of ~~Stockholders~~Shareholders and Proxy Statement		\| Page 5367

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~~2015~~2017 PROXY STATEMENT

Option Exercises and Stock Vested in Fiscal Year ~~2014~~2016


	Option Awards			Stock Awards			Option Awards		Stock Awards

	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting1 ($)	Number of Shares Acquired on Exercise (#)	Value Realized On Exercise1 ($)	Number of Shares Acquired on Vesting (#)	Value Realized On Vesting2 ($)
Krueger	-		-	159,471	$	4,555,892	7,984	$93,173	178,310	$2,949,463

Gabel	-		-	-		-
Jeppesen							-	-	20,725	$342,951

Grimes	21,216	$	269,231	50,224	$	1,439,616
Stornant							6,000	$57,660	13,238	$219,502

Simister	-		-	-		-
Woodworth							-	-	21,143	$389,541

Zwiers	32,716	$	480,275	40,506	$	1,136,187	24,584	$289,373	36,803	$609,091


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*Financial Highlights*		*Business Accomplishments*

• Delivered 32.9% total shareholder return for 2016, performance in the top decile of companies in its peer group • Generated operating cash flow for the year of $296.3 million, up $80.8 million or 37.5% versus the prior year • Reduced year-end inventory by 25% against a corporate objective to reduce overall inventory by 12% • Delivered revenue of $2.495 billion, in line with original guidance • Delivered reported diluted 2016 EPS of $0.89, compared to $1.20 in 2015; adjusted diluted EPS of $1.36; and, on a constant currency basis, $1.52 compared to $1.45 in 2015 • Returned value to shareholders through $0.24 per share cash dividends and approximately $62 million in share repurchases		• Progressed in our omnichannel transformation – closing 101 stores in 2016 while investing in eCommerce; additional 110 store closures anticipated for early 2017 • Refinanced debt, expecting to result in $30 million of interest savings through 2020 • Reorganized European, Canadian, Apparel and Accessories, and Direct-to-Consumer businesses • Opened new design and innovation center • Drove considerable efficiencies through supply chain improvements, including consolidation of factory base


*What we heard:*		*What we did:*

• A desire to further strengthen the link between Company performance and NEO compensation		• Reallocated LTI pay mix to be more heavily weighted towards performance units – 2017 CEO mix is 70% performance stock units and 30% time-vested restricted stock units • Paid 0% on the CEO's "individual performance bonus," resulting in an overall 2016 annual bonus payout of 58% of target • Reduced 2017 CEO long-term incentive equity grants by $500,000 compared to 2016

• An appreciation for the Company's publicly announced aggressive operating margin goal and a desire for NEO compensation to be tied to it		• Incorporated an adjusted operating margin performance modifier into the 2017 annual bonus plan to link NEO compensation to the execution of Company goals

• Our use of multiple, separate financial metrics (revenue, pretax income, EPS, and BVA) could be complimented with a relative performance metric		• Added a TSR performance modifier (vs. Russell 3000 Consumer Discretionary Index) to the 2017-2019 performance share unit program

• An observation that select companies in our peer group had grown too large to serve as adequate comparators		• Adopted a new peer group, removing companies that had grown too large and adding other companies to provide greater revenue alignment with the peer group median

• An opportunity to improve certain governance practices		• Implemented "double-trigger" equity vesting for 2017 grants • Engaged a new independent compensation consultant in 2016



~~JOSEPH R. GROMEK~~ ~~Age:~~68 ~~Director since:~~~~2008~~
	~~Retired President, Chief~~ ~~Executive Officer~~ ~~and a Director of~~ ~~The Warnaco Group, Inc.~~	~~Board Committees:~~ ~~Compensation~~ ~~Governance~~	~~Public Directorships:~~ ~~Guess?, Inc.~~ ~~The Children's Place Retail Stores, Inc.~~ ~~Tumi, Inc.~~
From 2003 until his retirement in 2012, Mr. Gromek served as President, Chief Executive Officer and a director of The Warnaco Group, Inc., a publicly traded company. Mr. Gromek also served as Chief Executive Officer of Brooks Brothers, Inc. from 1995 until 2002. He is currently the Chairman of the Board of Tumi, Inc., a publicly traded company featuring a leading global brand of premium travel, business and lifestyle products and accessories, and serves as a director of Guess?, Inc., an apparel wholesaler and retailer, and The Children's Place Retail Stores, Inc., a children's clothing retailer. Mr. Gromek is also a director of Stanley M. Proctor Company and J. McLaughlin, both privately held companies. Having served for more than 40 years in the retail and apparel industries, including 30 years managing and marketing apparel brands and a collective 15 years as the chief executive officer of two leading, multi-national apparel companies, Mr. Gromek has expertise in apparel, retail and global operations. His service as a senior executive and director at various public companies has given him extensive leadership experience and experience in public company governance and related matters.



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Page 2 \|		Wolverine Worldwide Notice of 2017 Annual Meeting of Shareholders and Proxy Statement

~~Page 2~~ \|

Wolverine Worldwide Notice of ~~2015~~2017 Annual Meeting of ~~Stockholders and Proxy Statement~~


~~Notice of 2015 Annual Meeting of Stockholders~~		2
~~Proxy Statement~~		4
~~Board of Directors~~		4
~~Board Composition~~		4
~~Item 1 – Election of Directors for Terms Expiring in 2018~~		5
~~Continuing Directors with Terms Expiring in 2016~~		9
~~Continuing Directors with Terms Expiring in 2017~~		13
~~Corporate Governance~~		17
~~Risk Oversight~~		17
~~Risk Considerations in Compensation Programs~~		17
~~Board Leadership~~		18
~~Director Independence~~		18
~~Board Committees~~		19
~~Audit Committee~~		19
~~Compensation Committee~~		21
~~Governance Committee~~		22
~~Code of Conduct & Compliance and Accounting and Finance Code of Ethics~~		23
~~Stockholder Communications Policy~~		23
~~Non-Employee Director Compensation in Fiscal Year 2014~~		24
~~Non-Employee Director Stock Ownership Guidelines~~		26
~~Securities Ownership of Officers and Directors and Certain Beneficial Owners~~		27
~~Five Percent Stockholders~~		27
~~Stock Ownership by Management and Others~~		28
~~Compensation Discussion and Analysis~~		29
~~Section 1 – 2014: 2014 Overview~~		29
~~Strong Financial Performance~~		30
~~Executive Compensation Overview for 2014~~		31
~~Section 2 – Compensation Program Overview~~		32
~~Compensation Philosophy and Objectives~~		32
~~Compensation Program Summary~~		32
~~Purposes of Compensation Program Elements~~		33
~~Compensation Committee Role~~		34
~~CEO Role~~		34
~~Compensation Consultant Role~~		34
~~Competitive Data Use~~		35
~~Section 3 - 2014 Compensation~~		36
~~Base Salary~~		36
~~Annual Bonus~~		36
~~Annual Bonus – Performance Bonus~~		37
~~Annual Bonus – Individual Bonus~~		39
~~Long-Term Incentive Compensation~~		39
~~Long-Term Incentive Compensation – Performance Share Bonuses~~		40
~~Long-Term Incentive Compensation – Stock Option Grants and Restricted Stock Awards~~		41
~~Benefits~~		42
~~Retirement and Welfare Plans~~		42
~~Perquisites~~		42
~~Section 4 – Other Compensation Policies and Practices~~		43
~~NEO Stock Ownership Guidelines~~		43


~~Stock Hedging and Pledging Policies~~		43
~~Impact of Accounting and Tax Treatments on Compensation~~		43
~~Post-Employment Compensation~~		43
~~Compensation Committee Report~~		45
~~Summary Compensation Table~~		46
~~Grants of Plan-Based Awards in Fiscal Year 2014~~		48
~~Outstanding Equity Awards at 2014 Fiscal Year-End~~		50
~~Option Exercises and Stock Vested in Fiscal Year 2014~~		54
~~Pension Plans and 2014 Pension Benefits~~		54
~~Qualified Pension Plan~~		54
~~Supplemental Executive Retirement Plan~~		54
~~Pension Benefits in Fiscal Year 2014~~		55
~~Potential Payments Upon Termination or Change in Control~~		56
~~Benefits Triggered by Termination for Cause or Voluntary Termination~~		56
~~Benefits Triggered by Termination Other Than for Cause or by the NEO for Good Reason~~		56
~~Benefits Triggered Upon a Change in Control~~		57
~~Benefits Triggered by Retirement, Death or Permanent Disability~~		58
~~Description of Restrictive Covenants that Apply During and After Termination of Employment~~		59
~~Estimated Payments on Termination or Change in Control~~		59
~~Audit Committee Report~~		62
~~Independent Registered Public Accounting Firm~~		64
~~Item 2 – Ratification of Appointment of Independent Registered Public Accounting Firm~~		65
~~Item 3 – Advisory Resolution to Approve Executive Compensation~~		66
~~Related Party Matters~~		67
~~Certain Relationships and Related Transactions~~		67
~~Related Person Transactions Policy~~		67
~~Additional Information~~		69
~~Stockholders List~~		69
~~Director and Officer Indemnification~~		69
~~Section 16(a) Beneficial Ownership Reporting Compliance~~		69
~~Stockholder Proposals for Inclusion in Next Year's Proxy Statement~~		69
~~Other Stockholder Proposals for Presentation at Next Year's Annual Meeting~~		69
~~Voting Securities~~		70
~~Conduct of Business~~		70
~~Vote Required for Election and Approval~~		70
~~Voting Results of the Annual Meeting~~		70
~~Attending the Annual Meeting~~		71
~~Manner for Voting Proxies~~		71
~~Revocation of Proxies~~		71
~~Solicitation of Proxies~~		71
~~Delivery of Documents to Stockholders Sharing an Address~~		71
~~Access to Proxy Statement and Annual Report~~		72



Page 4 ~~Board~~\|		Wolverine Worldwide Notice of ~~Directors~~2017 Annual Meeting of Shareholders and Proxy Statement


Letter to Shareholders		1
Notice of 2017 Annual Meeting of Shareholders		3
Meeting Information		4
Proxy Statement Summary		7
Summary of Shareholder Voting Matters		7
Proposal 1 – Election of Directors for Terms Expiring in 2020		7
Board Highlights		8
Board is Composed of Directors with the Right Mix of Skills and Experiences		8
Corporate Governance Highlights		9
Proposal 2 – Advisory Vote to Approve NEO Compensation		10
Our Brand Portfolio		10
Strategic Focus		10
Key 2016 Accomplishments and Financial Highlights		11
Shareholder Engagement		11
Compensation Philosophy – Pay at Risk		12
Compensation Best Practices		13
Corporate Governance		14
Board of Directors		14
Board Composition		14
Director Nominations		15
Board Self-Assessment		16
Risk Oversight		16
Code of Business Conduct and Accounting and Finance Code of Ethics		17
Shareholder Communications Policy		17
Proposal 1 – Election of Directors for Terms Expiring in 2020		18
Directors with Terms Expiring in 2020		19
Directors with Terms Expiring in 2018		23
Directors with Terms Expiring in 2019		26
Board Leadership		30
Director Independence		30
Board Committees, Meetings and Meeting Attendance		31
Audit Committee		31
Compensation Committee		32
Governance Committee		32
Non-Employee Director Compensation in Fiscal Year 2016		33
Non-Employee Director Stock Ownership Guidelines		35
Securities Ownership of Officers and Directors and Certain Beneficial Owners		36
Five Percent Shareholders		36
Stock Ownership by Management and Others		37
A Letter From Our Compensation Committee		38
Compensation Discussion and Analysis		39
Summary		39
Compensation Philosophy and Objectives		39
Shareholder Outreach		39
Strategic Priorities		41
Compensation Decisions in Context: Key 2016 Accomplishments and Financial Highlights		42
Compensation Overview		42
Year-Over-Year Change in CEO Pay		43
CEO Annual Bonus/TSR Analysis		44
2016 Compensation Program Overview		45
Long-Term Incentive Program Mix		45
Pay at Risk		46
Compensation Best Practices		46
Compensation Discussion and Analysis in Detail		47
2016 Compensation Program Overview		47
Setting Targets		47
Base Salary		47
Annual Bonus		48
Performance Bonus		48
Individual Performance Bonus		49
2017 Annual Bonus Plan Update		51
Long-Term Incentive Compensation		52
Performance Shares		52
2016 Performance Share Awards		53
Stock Option Grants and Restricted Stock Awards		54
2017 Long-Term Incentive Plan Update		54
Benefits		54
Retirement, Deferred Compensation and Welfare Plans		54
Perquisites		55
Post-Employment Compensation		55
Compensation Setting Process		56
Setting Targets		56
Competitive Philosophy and Competitive Market Data		56
Peer Group		56
New 2017 Peer Group		57
CEO Role		57
Compensation Consultant Role		57
Other Compensation Policies and Practices		58
NEO Stock Ownership Guidelines		58
Stock Hedging and Pledging Policies		58
Clawback Policy		58
Impact of Accounting and Tax Treatments on Compensation		58
Compensation Committee Report		59
Summary Compensation Table		60
Grants of Plan-Based Awards in Fiscal Year 2016		62
Outstanding Equity Awards at 2016 Fiscal Year-End		64
Option Exercises and Stock Vested in Fiscal Year 2016		68



Wolverine Worldwide Notice of 2017 Annual Meeting of Shareholders and Proxy Statement		\| Page 5


Pension Plans and 2016 Pension Benefits		69
Qualified Pension Plan		69
Supplemental Executive Retirement Plan		69
Pension Benefits in Fiscal Year 2016		70
Nonqualified Deferred Compensation		71
Nonqualified Deferred Compensation		71
Potential Payments Upon Termination or Change in Control		72
Benefits Triggered by Termination for Cause or Voluntary Termination		72
Benefits Triggered by Termination Other Than for Cause or for Good Reason		72
Benefits Triggered Upon a Change in Control		73
Benefits Triggered by Retirement, Death or Permanent Disability		74
Description of Restrictive Covenants that Apply During and After Termination of Employment		75
Estimated Payments on Termination or Change in Control		75
Proposal 2 – Advisory Resolution To Approve Executive Compensation		78
Proposal 3 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation		79
Proposal 4 – Ratification of Appointment of Independent Registered Public Accounting Firm		80
Audit Committee Report		81
Independent Registered Public Accounting Firm		83
Proposal 5 – Approval of Amended and Restated Executive Short-Term Incentive Plan (Annual Bonus Plan)		84
Overview		84
Purpose of the Plan		84
Summary of the Plan		85
Amendment and Termination		87
Vote Required and Board Recommendation		87
Related Party Matters		88
Certain Relationships and Related Transactions		88
Related Person Transactions Policy		88
Additional Information		89
Shareholders List		89
Director and Officer Indemnification		89
Section 16(a) Beneficial Ownership Reporting Compliance		89
Shareholder Proposals for Inclusion in Next Year's Proxy Statement		89
Other Shareholder Proposals for Presentation at Next Year's Annual Meeting		89
Voting Securities		90
Conduct of Business		90
Vote Required for Election and Approval		90
Voting Results of the Annual Meeting		91
Attending the Annual Meeting		91
Manner for Voting Proxies		91
Revocation of Proxies		91
Solicitation of Proxies		91
Delivery of Documents to Shareholders Sharing an Address		91
Access to Proxy Statement and Annual Report		92
Appendix A – Amended any Restated Executive Short Term Incentive Plan (Annual Bonus Plan)		A-1
Appendix B – Forward-Looking Statements and Non-GAAP Reconciliation Table		B-1



Page 6 \|		Wolverine Worldwide Notice of 2017 Annual Meeting of Shareholders and Proxy Statement




PROPOSAL		BOARD VOTE RECOMMENDATION	PAGE REFERENCE

1.	Election of Directors for Terms Expiring in 2020	FOR each Nominee	18

2.	Advisory Resolution Approving NEO Compensation	FOR	78

3.	Frequency of Future Advisory Votes on Executive Officers Compensation to be Every Year	EVERY ONE YEAR	79

4.	Ratification of Ernst & Young LLP as Auditor for Fiscal Year 2017	FOR	80

5.	Approval of the Amended & Restated Executive Short-Term Incentive Plan (Annual Bonus Plan)	FOR	87



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	~~ROXANE DIVOL~~ ~~Age:~~42 ~~Director since:~~~~October 2014~~
			~~Senior Vice President and~~ ~~General Manager, Trust~~ ~~Services for Symantec~~ ~~Corporation~~
	Since 2014, Ms. Divol has been Senior Vice President and General Manager, Trust Services, for Symantec Corporation, a global leader in information, security, backup and availability solutions, including Norton security products. From 2013 to 2014, Ms. Divol was Senior Vice President of Alliances with Symantec. Ms. Divol joined McKinsey & Company, a global management consulting firm, in 1996 and was a principal in its San Francisco office until 2013, where she led the West Coast marketing and sales practice, with a focus on marketing return on investment and marketing transformation. Ms. Divol's experience with Symantec Corporation and McKinsey & Company provides her with expertise in global operations and information technology, which the Board believes are critical areas in the Company's long-term strategic plans.



~~BRENDA J. LAUDERBACK~~ ~~Age:~~64 ~~Director since:~~~~2003~~
	~~Retired President of the~~ ~~Wholesale and Retail Group of~~ ~~Nine West Group, Inc.~~	~~Board Committees:~~ ~~Audit~~ ~~Governance~~	~~Public Directorships:~~ ~~Big Lots, Inc.~~ ~~Denny's Corporation~~ ~~Select Comfort Corporation~~
From 1995 until her retirement in 1998, Ms. Lauderback was President of the Wholesale and Retail Group of Nine West Group, Inc., a footwear wholesaler and distributor. She previously was the President of the Wholesale Division of U.S. Shoe Corporation, a footwear manufacturer and distributor, a position that included responsibility for offices in China, Italy and Spain, and she was a Vice President/General Merchandise Manager of Dayton Hudson Corporation (now Target Corporation), a retailer. During the preceding five years, Ms. Lauderback also was, but no longer is, a director of Irwin Financial Corporation, a publicly traded bank holding company. Ms. Lauderback has more than 25 years of experience in the retail industry, with more than 20 years in the footwear, apparel, and accessories industries. In particular, senior leadership positions have provided her with strong footwear, apparel and retail expertise. With her service on publicly traded company boards, including Big Lots, Inc., a retail company, Denny's Corporation, a restaurant company, and Select Comfort Corporation, a bed manufacturer and retailer, and as a director of Wolverine Worldwide, she also has extensive experience with public company governance and related matters.



Wolverine Worldwide Notice of ~~2015~~2017 Annual Meeting of ~~Stockholders~~Shareholders and Proxy Statement		\| Page 1931


	Compensation Committee

	Committee Members				• Gromek (Chair) • Boromisa • Gerber • Long

	Number of Meetings in 2016				8

	Highlighted Responsibilities				• Assists the Board in fulfilling its responsibilities relating to executive compensation and the Company's compensation and benefit programs and policies • Oversees the overall compensation structure, policies and programs, including whether the compensation structure establishes appropriate incentives for management and employees • Oversees the Company's management of risks relating to management resources, organization structure and succession planning, hiring, development and retention processes, as well as those relating to the Company's compensation structure, policies and programs


	Governance Committee

	Committee Members				• Volkema (Chair) • Boswell • Gromek • Lauderback • Long

	Number of Meetings in 2016				6

	Highlighted Responsibilities				• Assists the Board in fulfilling its responsibilities on matters and issues related to the Company's corporate governance practices • In conjunction with the Board, establishes qualification standards for membership on the Board and its committees and recommends qualified individuals to become Board members or serve for re-election as directors • Develops and recommends to the Board for its approval an annual self-evaluation process for the Board and its committees, and oversees the evaluation process



Page 2032 \|		Wolverine Worldwide Notice of ~~2015~~2017 Annual Meeting of ~~Stockholders~~Shareholders and Proxy Statement

~~JEFFREY M. BOROMISA~~
~~Age:~~60
~~Director since:~~~~2006~~

~~Retired Executive Vice~~
~~President of Kellogg~~
~~International, President of Latin~~
~~America; Senior Vice President~~
~~of Kellogg Company~~

~~Board Committees:~~
~~Audit~~
~~Compensation~~

Mr. Boromisa worked at Kellogg Company, a global food manufacturing company, and its affiliates from 1981 to 2009. From 2008 through his retirement in May 2009, Mr. Boromisa was Executive Vice President of Kellogg International, President of Latin America; Senior Vice President of Kellogg Company. From 2007 until 2008, Mr. Boromisa served as Executive Vice President of Kellogg International, President of Asia Pacific and Senior Vice President of the Kellogg Company. From 2004 through 2006, he was Senior Vice President and Chief Financial Officer of Kellogg Company. In addition, beginning in 2004 and through his retirement, Mr. Boromisa was a member of Kellogg Company's Global Leadership Team. Prior to 2004, Mr. Boromisa occupied various leadership positions with Kellogg. Mr. Boromisa is also a director at Haworth International, Inc., a privately held, multinational, office furniture design and manufacturing company. With nearly 30 years of experience at Kellogg Company, including serving as its chief financial officer and leading various operational business units, Mr. Boromisa has obtained leadership, retail, global operations and finance expertise.