UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

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

~~Filed by the Registrant~~

Filed by the Registrantx

Filed by a Party other than the Registranto

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12

Weyco Group, Inc.

(Name of Registrant as Specified in Its Charter)

Filed by Registrant

(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

Title of each class of securities to which transactions applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:

Form Schedule or Registration Statement No.:

Filing Party:

Date Filed:

TABLE OF CONTENTS

WEYCOGROUP, INC.
Glendale, Wisconsin

Notice of the 20122015 ANNUAL MEETING OF SHAREHOLDERS
To be Held May 2, 20125, 2015

WEYCO GROUP, INC., a Wisconsin corporation (hereinafter called the “Company”), will hold the Annual Meeting of Shareholders at the general offices of the Company, 333 West Estabrook Boulevard, Glendale, Wisconsin 53212, on ~~Wednesday,~~Tuesday, May ~~2, 2012~~5, 2015, at 10:00 A.M. (Central Daylight Time), for the following purposes:

To elect three members to the Board of Directors,

To ratify the appointment of ~~Deloitte & Touche~~Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the year ending December 31, ~~2012,~~2015, and

To consider and transact any other business that properly may come before the meeting or any adjournment thereof.

The Board of Directors recommends that the shareholders
vote “FOR” items 1 and 2 above.

Important Notice Regarding the Internet Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May ~~2, 2012~~

5, 2015

The Proxy Statement and Notice of Annual Meeting and the ~~2011~~2014 Annual Report
on Form 10-K are available on the Company’s website at
http://www.weycogroup.com/sec_filing.html

The Board of Directors has fixed March ~~19, 2012~~16, 2015, as the record date for the determination of the common shareholders entitled to notice of and to vote at the annual meeting or any adjournment thereof.

The Board of Directors requests that you indicate your voting directions, sign and promptly mail the enclosed proxy for the meeting. Any proxy may be revoked at any time prior to its exercise.

If you have questions or comments, please direct them to Weyco Group, Inc., 333 West Estabrook Boulevard, Glendale, Wisconsin 53212, Attention: Secretary. Please also contact the Secretary if you would like directions to the Annual Meeting.

By order of the Board of Directors,

JOHN F. WITTKOWSKE
Secretary


		~~By order of the Board of Directors,~~
		~~JOHN F. WITTKOWSKE~~ ~~Secretary~~

Date of Notice: ~~March 30, 2012~~April 2, 2015

TABLE OF CONTENTS

PROXY STATEMENT

INTRODUCTION

The enclosed proxy is solicited by the Board of Directors of Weyco Group, Inc. (the “Company”) for exercise at the annual meeting of shareholders to be held at the offices of the Company, 333 West Estabrook Boulevard, Glendale, Wisconsin 53212, at 10:00 A.M. (Central Daylight Time) on ~~Wednesday,~~Tuesday, May ~~2, 2012,~~5, 2015, or any adjournment thereof.

The Proxy Statement and Notice of Annual Meeting of Shareholders and the ~~2011~~2014 Annual Report on Form 10-K are also available on the Company’s website athttp://www.weycogroup.com/sec_filing.html. The ~~2011~~2014 Annual Report on Form 10-K, which also accompanies this Proxy Statement, contains financial statements for the three years ended December 31, ~~2011~~2014, and certain other information concerning the Company. The ~~2011~~2014 Annual Report on Form 10-K is neither a part of this Proxy Statement nor incorporated herein by reference.

Any shareholder delivering the form of proxy has the power to revoke it at any time prior to the time of the annual meeting by filing with the Secretary of the Company an instrument of revocation or a duly executed proxy bearing a later date or by attending the meeting and electing to vote in person by giving notice of such election to the Secretary of the Company. Attendance at the meeting will not in itself constitute revocation of a proxy. Proxies properly signed and returned will be voted as specified thereon. The Proxy Statement and the proxy are being mailed to shareholders on approximately ~~March 30, 2012.~~April 2, 2015.

The Company has outstanding only one class of common stock entitled to vote at the meeting — common stock with one vote per share. As of March ~~19, 2012,~~16, 2015, the record date for determination of the common shareholders entitled to notice of and to vote at the meeting or any adjournment thereof, there were 10,842,257 outstanding ~~10,924,595~~ shares of common stock.

TABLE OF CONTENTS

SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS

The following table sets forth information, as of the March ~~19, 2012~~16, 2015, record date, with respect to the beneficial ownership of the Company’s common stock by each director and nominee for director, for each of the named executive officers identified in the “Compensation Discussion and Analysis” herein and by all current directors and executive officers as a group.


Name of Beneficial Owner	Number of Shares and Nature of Beneficial Ownership⁽¹⁾⁽²⁾⁽³⁾			Percent of Class⁽⁴⁾			Number of Shares and Nature of Beneficial Ownership⁽¹⁾⁽²⁾⁽³⁾			Percent of Class⁽⁴⁾
Thomas W. Florsheim 333 W. Estabrook Blvd., Glendale, WI 53212		1,800,635			16.47	%		421,476			3.89	%
Thomas W. Florsheim, Jr. 333 W. Estabrook Blvd., Glendale, WI 53212		1,458,986	⁽⁵⁾⁽⁶⁾		13.20	%
Thomas W. Florsheim, Jr 333 W. Estabrook Blvd., Glendale, WI 53212								2,728,237	⁽⁵⁾⁽⁶⁾⁽⁷⁾		24.98	%
John W. Florsheim 333 W. Estabrook Blvd., Glendale, WI 53212		793,613			7.18	%		790,710			7.24	%
John F. Wittkowske		211,975			1.91	%		169,625			1.55	%
Robert Feitler		238,020			2.18	%		243,395			2.24	%
Frederick P. Stratton, Jr.		160,320			1.47	%		155,385			1.43	%
Cory L. Nettles		8,520			*			10,895				*
Tina Chang		4,520			*			9,895				*
All Directors and Executive Officers as a Group (8 persons including the above-named)		4,676,589			41.20	%		4,529,618			40.82	%
Peter S. Grossman**		66,974			*

TABLE OF CONTENTS

~~(6)~~(7)

These shares include ~~292,347~~12,440 shares ~~which he owns~~that Mr. Florsheim, Jr. is deemed to beneficially own under applicable securities rules as the sole trustee of a family trust created ~~for Nancy P.~~by John W. Florsheim (his ~~mother)~~brother).

The following table sets forth information, as of December 31, ~~2011,~~2014, with respect to the beneficial ownership of the Company’s common stock by those persons, other than those reflected in the above table, known to the Company to own beneficially more than five percent (5%) of the common stock outstanding.

Name and Address of Beneficial Owner Amount and
Nature of
Beneficial
Ownership Percent
(1)
Royce & Associates, LLC
745 Fifth Avenue
New York, New York 10151
1,030,092 9.44 %
(2)
T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
629,950 5.70 %


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent
(1) Royce & Associates, LLC 745 Fifth Avenue New York, New York 10151		1,030,092		9.6	%
(2) T. Rowe Price Associates, Inc. 100 East Pratt Street Baltimore, Maryland 21202		679,620		6.3	%

Note:

(1)

According to the Schedule 13G/A statement filed by Royce & Associates, LLC in January ~~2012,~~2015, Royce & Associates, LLC has sole voting and dispositive power with respect to 1,030,092 shares of common stock of the Company.

(2)

The above information is based off a Schedule ~~13G~~13G/A statement filed by T. Rowe Price Associates, Inc. (“T. Rowe Price Associates”) and T. Rowe Price Small-Cap Value Fund, Inc. (“T. Rowe Price Value Fund”) in February ~~2012.~~2015. These securities are owned by various individual and institutional investors, including T. Rowe Price Value Fund (which reported sole voting power with respect to ~~625,000~~620,200 shares, representing ~~5.70%~~5.7% of the shares outstanding). T. Rowe Price Associates serves as an investment adviser with power to direct investments and/or sole power to vote the securities. T. Rowe Price Associates reported sole voting power with respect to ~~2,350~~55,920 shares and sole dispositive power with respect to ~~629,950~~679,620 shares. For the purposes of the reporting requirements of the Securities Exchange Act of 1934, T. Rowe Price Associates is deemed to be a beneficial owner of such securities; however, in the Schedule ~~13G,~~13G/A, T. Rowe Price Associates expressly disclaimed beneficial ownership with respect to such securities.

TABLE OF CONTENTS

ITEMS TO BE VOTED ON

Proposal One: Election of Directors

At the annual meeting, three directors will be elected for terms expiring in ~~2015.~~2018. The Corporate Governance and Compensation Committee has recommended, and the Board of Directors has nominated, the following nominees for election: John W. Florsheim, Frederick P. Stratton, Jr. and Cory L. Nettles, all of whom are current directors of the Company.

A majority of the votes entitled to be cast by outstanding shares of common stock, represented in person or by proxy, will constitute a quorum at the annual meeting.

Directors are elected by a plurality of the votes cast by the holders of the Company’s common stock at a meeting at which a quorum is present. “Plurality” means that the individuals who receive the largest number of votes cast are elected as directors up to the maximum number of directors to be chosen at the meeting. Consequently, any shares not voted (whether by abstention, broker nonvote or otherwise) have no impact in the election of directors except to the extent the failure to vote for an individual results in another individual receiving a comparatively larger number of votes. Votes “against” a candidate are not given legal effect and are not counted as votes cast in an election of directors. Votes will be tabulated by an inspector at the meeting.

If any of the nominees should decline or be unable to act as a director, which ~~eventuality~~ is not ~~foreseen,~~expected, the proxies will be voted with discretionary authority by the persons named to vote in the proxy for a substitute nominee designated by the Board of Directors.

Thomas W. Florsheim, Jr. and John W. Florsheim are brothers, and their father is Thomas W. Florsheim. There are no other family relationships between any of the Company’s directors and executive officers.

The Board recommends that you vote “FOR” the election of
of John W. Florsheim, Frederick P. Stratton, Jr. and Cory L. Nettles.

Information regarding the nominees and the directors whose terms continue, including the particular skills, qualifications and other attributes that the Company believes qualify each of its nominees and continuing directors to serve on the Board, is set forth below. For additional information regarding the criteria to evaluate Board memberships, see “Board Information — Nomination of Director Candidates” below.

Nominees for Term Expiring 20152018

John W. Florsheim, Age 48,51, Director since 1996

Mr. Florsheim has served as President, Chief Operating Officer and Assistant Secretary of the Company since 2002. He also has served as a Director of North Shore Bank since 2008. From 1999 to 2002, Mr. Florsheim served as Executive Vice President, Chief Operating Officer and Assistant Secretary of the Company. From 1996 to 1999 he served as Executive Vice President of the Company, and from 1994 to 1996 he served as Vice President of the Company. Prior to joining the Company, Mr. Florsheim was a Brand Manager for M~~&M /~~ &M/Mars, Inc. from 1990 to 1994.

Mr. Florsheim brings to the Board over 1821 years of experience in the shoe industry as well as detailed knowledge of the overall operations of the Company and expertise in the areas of sales and marketing, licensing and customer relations.

TABLE OF CONTENTS

Through his many years of experience as the Chief Executive Officer of Briggs & Stratton, a large multinational manufacturing company, Mr. Stratton brings extensive experience in all areas of executive management, including finance, acquisitions, relations with retailers, sales and marketing, labor relations, and international business to the Board. In addition, Mr. Stratton brings his prior experience as a securities/investment analyst to the Board. Mr. Stratton continues to be an active member of ~~several~~ corporate and non-profit Boards, and his contributions over the years to the Company’s Board have been invaluable.

Cory L. Nettles, Age 42,45, Director since 2005

Member of Executive Committee, Audit Committee, and Corporate Governance and
Compensation Committee

Mr. Nettles has served as Managing Director, Generation Growth Capital, Inc. (a private equity firm), since 2007. He has also been Of Counsel, ~~Corporate Services~~Business Law and Government Relations, Quarles & Brady LLP (a law firm), since 2007. Mr. Nettles has also been a Director of Baird Funds, Inc. since 2008, and a Director of Associated Banc-Corp. since 2013 (NASDAQ: ASBC). He was a Director and Advisor of Baird Private Equity ~~since 2008. He~~from 2008 to 2012 and also served as a Director and Advisor of The Private Bank — Wisconsin from 2007 to 2011.

From 2005 to 2007, Mr. Nettles was a Partner, ~~Corporate Services~~Business Law and Government Relations with Quarles & Brady LLP and was Secretary for the Wisconsin Department of Commerce from 2003 to 2005. He was also a Director of Midcities Venture Capital Fund from 2005 to 2007.

Mr. Nettles’ prior experience as Secretary for the Wisconsin Department of Commerce provides the Company with a unique insight into the government’s interactions with businesses. His background as an attorney provides a legal perspective to the Company’s corporate matters. Mr. Nettles is highly involved in many civic organizations and brings a depth of knowledge of the local business community to the Board.

Continuing Directors for Term Expiring 20142016

Thomas W. Florsheim, Jr., Age 54, Director since 1996
Chairman of the Board since 2002

Mr. Florsheim has worked at the Company for 31 years. Prior to becoming an executive of the Company, he held various managerial positions, including managing the retail division and subsequently the purchasing department. Mr. Florsheim’s day-to-day leadership and intimate knowledge of the Company’s business and operations provide the Board with industry-specific experience and expertise.

~~TABLE OF CONTENTS~~

Robert Feitler, Age 81, Director since 1964
Chairman of Executive Committee and Corporate Governance and
Compensation Committee
Member of Audit Committee

Mr. Feitler has served as a Director of Strattec Security Corp. since 1995, and as a Director of TC Manufacturing Co. since 1974. From 1968 to 1996, Mr. Feitler was President and Chief Operating Officer of the Company.

Mr. Feitler worked for the Company as its President and Chief Operating Officer for 28 years. His intimate knowledge of the Company and industry are invaluable. He continues to be an active director or trustee of many other public and private entities and he brings that experience to the Company.

Continuing Directors for Term Expiring 2013

Tina Chang, Age 40,43, Director since 2007
Member of Executive Committee, Audit Committee, and Corporate Governance and
Compensation Committee

Since 1996, Ms. Chang has served as Chairman of the Board and Chief Executive Officer of SysLogic, Inc. (an information systems consulting and services firm). Ms. Chang also ~~serves~~served as a Director and Advisor of The Private Bank — Wisconsin ~~since 2004.~~from 2004 to 2013.

Ms. Chang brings to the Board a strong background in business, technology and process development in the information technology arena. With technology being a fluid and increasingly important component of business, Ms. Chang’s experience is invaluable to the Board. She is also strongly involved in the local business community and with charitable organizations, and brings to the Board these varied experiences.

Thomas W. Florsheim, Age 81,84, Director since 1964

Member of Executive Committee

Mr. Florsheim has served as Chairman Emeritus of the Company since 2002. Prior to that, Mr. Florsheim served as Chairman of the Board of the Company from 1968 to 2002, as Chief Executive Officer of the Company from 1964 to 1999, and as President of the Company from 1964 to 1968.

Mr. Florsheim brings to the Board a lifetime of experience in the shoe industry, including more than 30 years of leadership of the Company. Prior to his tenure at the Company, he was an executive at Florsheim Shoe Company. Through his more than 50 years of experience in the shoe industry, he brings significant expertise and depth of knowledge in every area of the shoe industry to the Company.

TABLE OF CONTENTS

Continuing Directors for Term Expiring 2017

Thomas W. Florsheim, Jr., Age 57, Director since 1996

Chairman of the Board since 2002

Mr. Florsheim has served as Chairman and Chief Executive Officer of the Company since 2002. Prior to that, Mr. Florsheim was President and Chief Executive Officer of the Company from 1999 to 2002, President and Chief Operating Officer of the Company from 1996 to 1999, and Vice President of the Company from 1988 to 1996. Mr. Florsheim has also served as a Director of Strattec Security Corp. (a manufacturer of automotive access control products) (NASDAQ: STRT) since 2012.

Mr. Florsheim has worked at the Company for 34 years. Prior to becoming an executive of the Company, he held various managerial positions, including managing the retail division and subsequently the purchasing department. Mr. Florsheim’s day-to-day leadership and intimate knowledge of the Company’s business and operations provide the Board with industry-specific experience and expertise.

Robert Feitler, Age 84, Director since 1964

Chairman of Executive Committee and Corporate Governance and Compensation Committee
Member of Audit Committee

Mr. Feitler has served as a Director of TC Manufacturing Co. (a manufacturer of flexible packaging) since 1974. He also served as a Director of Strattec Security Corp. from 1995 to 2012. From 1968 to 1996, Mr. Feitler was President and Chief Operating Officer of the Company.

Mr. Feitler worked for the Company as its President and Chief Operating Officer for 28 years. His intimate knowledge of the Company and industry are invaluable. He continues to be an active director or trustee of other private entities and he brings that experience to the Company.

Proposal Two: Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 20122015

~~Deloitte & Touche LLP has audited the Company’s financial statements for many years.~~ The Audit Committee appointed ~~them as the Company’s independent registered public accounting firm for the year ending December 31, 2012.~~

~~The Company asks that you ratify the appointment of Deloitte & Touche~~Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the year ending December 31, ~~2012.~~2015.

~~Representatives~~Prior to the appointment of Baker Tilly Virchow Krause, LLP, Deloitte & Touche LLP served as the Company’s independent registered public accounting firm for many years, including the year ending December 31, 2014. On March 13, 2015, the Company determined not to renew the engagement of Deloitte & Touche LLP and appointed Baker Tilly Virchow Krause, LLP as its new independent registered public accounting firm. This change was the result of a competitive bidding process involving several accounting firms. The decision not to renew the engagement of Deloitte & Touche LLP and to retain Baker Tilly Virchow Krause, LLP was made by the Company’s Audit Committee and Board of Directors on March 13, 2015.

The audit reports of Deloitte & Touche LLP on the Company’s consolidated financial statements as of and for the years ended December 31, 2014 and 2013, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

In connection with the audits of the Company’s consolidated financial statements for each of the fiscal years ended December 31, 2014 and 2013, there were: (1) no disagreements between the Company and Deloitte & Touche LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Deloitte & Touche LLP, would cause Deloitte & Touche LLP to make reference to the subject matter of the disagreement in their reports on the Company’s financial statements for such years, and (2) no reportable events, as listed in Item 304(a)(1)(v) of Regulation S-K.

During the fiscal years ended December 31, 2014 and 2013, the Company has not consulted with Baker Tilly Virchow Krause, LLP regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

TABLE OF CONTENTS

The Company asks that you ratify the appointment of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015. Representatives of Baker Tilly Virchow Krause, LLP are expected to be present at the Annual Meeting with the opportunity to make a statement if they so desire and to be available to respond to appropriate questions. Representatives of Deloitte & Touche LLP are not expected to be present at the Annual Meeting.

Although not required by law to submit the appointment to a vote by shareholders, the Audit Committee and the Board believe it is appropriate, as a matter of policy, to request that the shareholders ratify the appointment of its independent registered public accounting firm for ~~2012.~~2015.

If the appointment is not ratified, the adverse vote will be considered as an indication to the Audit Committee that it should consider selecting another independent registered public accounting firm for the following year. Even if the selection is ratified, the Audit Committee, in its discretion, may select a new independent registered public accounting firm at any time during the year if it believes that such a change would be in the Company’s best interest.

The Board recommends that you vote “FOR” the ratification of the appointment
of Deloitte & ToucheBaker Tilly Virchow Krause, LLP as the Company’s independent registered public
accounting firm for the year ending December 31, 2012.2015.

TABLE OF CONTENTS

BOARD INFORMATION

Composition of the Board of Directors

The Board of Directors currently has seven members. The Bylaws of the Company provide that there shall be seven directors, divided into three staggered classes. Directors are elected to three-year terms. The number of directors may be increased or decreased from time to time by amending the applicable provision of the Bylaws, but no decrease shall have the effect of shortening the term of an incumbent director.

Meetings

The Board of Directors held ~~four~~five meetings during ~~2011.~~2014. All members of the Board of Directors attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by all committees of the Board on which they served. The Company’s policy is that its directors should attend the annual meeting of shareholders. All Board members attended the annual meeting of the Company’s shareholders held on May ~~3, 2011.~~6, 2014. In accordance with the NASDAQ rules, the Company’s independent directors have periodic meetings at which only independent directors are present.

Director Independence

Each year, the Board reviews the relationships that each director has with the Company. Only those directors who the Board affirmatively determines have no relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and who do not have any of the categorical relationships that preclude a determination of independence under the NASDAQ listing standards, are considered to be independent directors.

In accordance with the applicable NASDAQ rules, the Board has determined that the following directors qualify as independent directors: Tina Chang, Robert Feitler, Cory L. Nettles, and Frederick P. Stratton, Jr. The Board concluded that none of these directors possessed the categorical relationships set forth in the NASDAQ standards that preclude a determination of independence, and that none of them have any other relationship that the Board believes would interfere with the exercise of their independent judgment in carrying out the responsibilities of a director. The Audit Committee and the Corporate Governance and Compensation Committee are comprised solely of directors who have been determined to be independent. Because of their relationships with the Company, Messrs. Thomas W. Florsheim, Thomas W. Florsheim, Jr. and John Florsheim are not independent directors.

Board Leadership Structure and Role in Risk Oversight

The Company combines the positions of Chairman of the Board of Directors and Chief Executive Officer. The Company’s management and Board of Directors currently believe that the Chief Executive Officer’s direct involvement in the day-to-day operations of the Company makes him best positioned to lead Board discussions of the Company’s short-term and long-term objectives and helps ensure proper oversight of the Company’s risks. Additionally, the Company’s Board structure provides oversight by its independent directors. ~~Each~~The independent directors meet periodically without any members of management present. In addition, each of the Board’s standing committees is chaired by an independent director and both the Audit Committee and the Corporate Governance and Compensation Committee are comprised solely of directors who are ~~independent and meet periodically without any members of management present.~~independent. The Board has not appointed an independent lead ~~director,~~director; however, the Chairman of each of the above mentioned committees typically leads the non-management ~~sessions.~~sessions of that particular committee.

The Company’s Board of Directors plays a role in the oversight of risks that could potentially affect the Company. The Board’s Audit Committee fulfills the formal responsibility of financial risk management as disclosed in its charter, which is available on the Company’s website. The Audit Committee meets periodically with management to review the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures. The Corporate Governance and Compensation Committee is responsible for the evaluation of risk as it relates to compensation.

TABLE OF CONTENTS

Shareholder Communications with the Board

Shareholders wishing to communicate with the Board of Directors or with a particular Board member should address communications to the Board or to a particular Board member, c/o Secretary, Weyco Group, Inc., 333 West Estabrook Boulevard, Glendale, Wisconsin 53212. All communications addressed to the Board or to a particular director or committee will be relayed to that addressee. From time to time, the Board may change the process through which shareholders communicate with the Board. Please refer to the Company’s website atwww.weycogroup.com for changes in this process.

Nomination of Director Candidates

The principal functions of the Corporate Governance and Compensation Committee are: (1) to assist the Board by identifying individuals qualified to become members of the Board and its Committees, and to recommend to the Board the director nominees for the next annual meeting of shareholders; (2) to recommend to the Board the corporate governance guidelines applicable to the Company, including changes to those guidelines as appropriate from time to time; (3) to lead the Board in its periodic reviews of the Board’s performance; (4) to establish, subject to approval of the full Board, compensation arrangements for the Company’s executive officers; (5) to administer the Company’s equity incentive and other compensation plans, and approve the granting of equity awards to officers and other key employees of the Company and its subsidiaries; and (6) to communicate to shareholders regarding these policies and activities as required by the SEC and other regulatory bodies. The Corporate Governance and Compensation Committee Charter and the Guidelines and Criteria for Nomination of Director Candidates are available on the Company’s website.

In carrying out its responsibilities regarding director nominations, the Corporate Governance and Compensation Committee has established the following Guidelines and Criteria for Nomination of Director Candidates:

The Committee will review each candidate’s qualifications in light of the needs of the Board and the Company, considering the current mix of director attributes and other pertinent factors (specific qualities, skills and professional experience required will vary depending on the Company’s specific needs at any point in time).

The Committee will consider the diversity of the existing Board, so that the Board maintains a body of directors from diverse professional and personal backgrounds.

There will be no differences in the manner in which the Committee evaluates candidates recommended by shareholders and candidates identified from other sources.

Any nominee should be an individual of the highest character and integrity and have an inquiring mind, vision and the ability to work well with others.

Any nominee should be free of any conflict of interest which would violate any applicable law or regulation or interfere with the proper performance of the responsibilities of a director.

Any nominee should possess substantial and significant experience which would be of value to ~~Weyco Group~~the Company in the performance of the duties of a director.

Any nominee should have sufficient time available to devote to the affairs of Weyco Group in order to carry out the responsibilities of a director.

To recommend a candidate, shareholders should write to the Corporate Governance and Compensation Committee, Weyco Group, Inc., 333 W. Estabrook Boulevard, Glendale, WI 53212, via certified mail. The written recommendation should include the candidate’s name and address, a brief biographical description and statement of qualifications of the candidate and the candidate’s signed consent to be named in the Proxy Statement and to serve as a director if elected.

•

To be considered by the Committee for nomination and inclusion in the Company’s Proxy Statement, the Committee must receive shareholder recommendations for directors no later than December 2^nd of the year prior to the Annual Meeting of Shareholders.

TABLE OF CONTENTS

From time to time, the Board may change the process through which shareholders may recommend director candidates to the Corporate Governance and Compensation Committee. The Company has not received any shareholder recommendations for director candidates with regard to the election of directors covered by this Proxy Statement or otherwise.

Director Compensation

Directors of the Company who are not also employees of the Company or subsidiaries receive a quarterly cash retainer. For the first two quarters of 2014, the quarterly cash retainer was $3,625. For the second two quarters of ~~$3,625.~~2014, the quarterly cash retainer was $5,000. Non-employee directors are also eligible to receive equity awards. In ~~2011,~~2014, each non-employee director received 1,000 shares of restricted stock and options to purchase ~~1,500~~4,000 shares of common stock under the ~~2011~~Weyco Group, Inc. 2014 Incentive Plan. Each of these awards vest ratably over four years. The following table shows director compensation for the non-employee directors for ~~2011.~~2014.


	Fees Earned or Paid in Cash ($)		Restricted Stock Awards ($)⁽¹⁾		Stock Option Awards ($)⁽²⁾		Total ($)		Fees Earned or Paid in Cash ($)		Restricted Stock Awards ($)⁽¹⁾		Stock Option Awards ($)⁽²⁾		Total ($)
Thomas W. Florsheim	$	14,500	$	24,210	$	6,765	$	45,475	$	17,250	$	27,040	$	11,720	$	56,010
Tina Chang	$	14,500	$	24,210	$	6,765	$	45,475	$	17,250	$	27,040	$	11,720	$	56,010
Robert Feitler	$	14,500	$	24,210	$	6,765	$	45,475	$	17,250	$	27,040	$	11,720	$	56,010
Cory L. Nettles	$	14,500	$	24,210	$	6,765	$	45,475	$	17,250	$	27,040	$	11,720	$	56,010
Frederick P. Stratton, Jr.	$	14,500	$	24,210	$	6,765	$	45,475	$	17,250	$	27,040	$	11,720	$	56,010

On December 28, 2000, Chairman Emeritus of the Board, Thomas W. Florsheim, entered into a consulting agreement with the Company under which he agreed to act as advisor to the Company in connection with the Company’s acquisition and sale of products and materials. In accordance with this agreement, Thomas W. Florsheim was paid $14,400 in ~~2011.~~2014. This amount is not reflected in the Director Compensation table immediately above.

Committees

The Board of Directors has three standing committees: an executive committee (the “Executive Committee”), a corporate governance and compensation committee (the “Corporate Governance and Compensation Committee”) and an audit committee (the “Audit Committee”).

Executive Committee

The Executive Committee is empowered to exercise the authority of the Board of Directors in the management of the business and affairs of the Company between meetings of the Board, except for declaring dividends, filling vacancies in the Board of Directors or committees thereof, amending the Articles of Incorporation, adopting, amending or repealing Bylaws and certain other matters as provided in the Bylaws. Robert Feitler is the Chairman of the Executive Committee and Tina Chang, Thomas W. Florsheim, Cory L. Nettles and Frederick P. Stratton, Jr. are members. No meetings of the Executive Committee were held in ~~2011.~~2014.

~~TABLE OF CONTENTS~~

The Corporate Governance and Compensation Committee is responsible for various matters related to corporate and board governance including, among others, director nominations. See “Nomination of Director Candidates” above for additional information regarding the committee’s responsibilities.

The Corporate Governance and Compensation Committee also establishes compensation arrangements for senior management and administers the granting of stock-based awards to officers and other key employees of the Company and its subsidiaries. The Board of Directors has determined that each of the members of the Corporate Governance and Compensation Committee (Robert Feitler, Tina Chang, Cory L. Nettles and Frederick P. Stratton, Jr.) is “independent,” as defined in the current listing standards of the NASDAQ and the SEC rules relating to such committees. Two meetings of the Corporate Governance and Compensation Committee were held in ~~2011.~~2014. The charter of the Corporate Governance and Compensation Committee is available on the Company’s website.

Corporate Governance and Compensation Committee Interlocks and Insider Participation

None of the members of the Board of Directors who served on the Corporate Governance and Compensation Committee during ~~2011~~2014 was an officer or employee of the Company. No executive officer serves, or in the past has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any other entity that has any of its executive officers serving as a member of the Company’s Board of Directors or Corporate Governance and Compensation Committee.

Code of Business Ethics

The Company’s Code of Business Ethics sets forth ethical obligations for all employees, officers and directors, including those that apply specifically to directors and executive officers, such as accounting and financial reporting matters. Any waiver of the Code of Business Ethics requires approval of the Board of Directors or of a committee of the Board. The Company’s Code of Business Ethics is available on the Company’s website. If any substantive amendment is made to the Code, the nature of the amendment will be disclosed on the Company’s website or in a current report on Form 8-K. In addition, if a waiver from the Code is granted to an executive officer or director, the nature of the waiver will be disclosed in a current report on Form 8-K.

Audit Committee

The Audit Committee of the Board of Directors is responsible for providing independent oversight of the Company’s financial statements and the financial reporting process, the systems of internal accounting and financial controls, and the annual independent audit of the Company’s financial statements. The Board of Directors adopted and approved a formal written charter for the Audit Committee in 2000 and amended that charter in March 2004. A copy of the charter of the Audit Committee is available on the Company’s website. The Board of Directors has determined that each of the members of the Audit Committee (Frederick P. Stratton, Jr., Tina Chang, Robert Feitler, and Cory L. Nettles) is “independent,” as defined in the current listing standards of the NASDAQ and the SEC rules relating to audit committees. This means that, except in their roles as members of the Board of Directors and its committees, they are not “affiliates” of the Company, they receive no consulting, advisory or other compensatory fees directly or indirectly from the Company, they have no other relationships with the Company that may interfere with the exercise of their independence from management and the Company, and they have not participated in the preparation of the financial statements of the Company or any of its current subsidiaries at any time during the past three years. In addition, the Board of Directors has determined that each Audit Committee member satisfies the financial literacy requirements of NASDAQ and that Robert Feitler and Frederick P. Stratton, Jr. qualify as “audit committee financial experts” within the meaning of applicable rules of the SEC.

~~TABLE OF CONTENTS~~

Audit Committees. In addition, the independent registered public accounting firm provided to the Audit Committee the written disclosures required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence. The Committee discussed with the independent registered public accounting firm their independence from management and the Company and considered the compatibility of non-audit services with the independent registered public accounting firm’s independence.

The Committee discussed with the Company’s independent registered public accounting firm the overall scope and plan for their audit. The Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of their examination, their evaluation of the Company’s internal controls, and the overall quality of the Company’s financial reporting. The Committee held ~~four~~five meetings during ~~2011.~~2014.

Pre-Approval Policy

Consistent with the rules of the SEC regarding the independent registered public accounting firm’s independence, the Audit Committee has responsibility for ~~appointing,~~recommending appointment of, setting compensation for, and overseeing the work of the independent registered public accounting firm. In recognition of this responsibility, the following provision is included in the Audit Committee’s charter: “The Audit Committee shall ~~. . .~~†o approve in advance the audit and permitted non-audit services to be provided by, and the fees to be paid to, the independent auditor, subject to the de ~~minimus~~minimis exceptions to pre-approval permitted by the rules of the SEC and NASDAQ for non-audit services.” No fees were paid to the independent registered public accounting firm pursuant to the “de ~~minimus”~~minimis” exception to the foregoing pre-approval policy.

Report of Audit Committee

In connection with its function to oversee and monitor the financial reporting process of the Company, the Audit Committee has done the following (among other things):

reviewed and discussed with management the Company’s audited financial statements as of and for the fiscal year ended December 31, ~~2011 with the Company’s management and Deloitte & Touche LLP, the Company’s independent registered public accounting firm;~~2014;

discussed with Deloitte & Touche LLP, ~~those~~the independent registered public accounting firm for the Company, the matters required to be discussed by ~~the statement on~~PCAOB Auditing ~~Standards~~Standard No. ~~61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the PCAOB in Rule 3200T; and~~16, Communications with Audit Committees;

received and reviewed the written ~~disclosure~~disclosures and the letter from Deloitte & Touche LLP ~~pursuant to~~required by applicable requirements of the PCAOB regarding the independent ~~accountant’s~~registered public accounting firm’s communications with the Audit Committee concerning independence, and ~~has~~have discussed with them their independence; and

concluded that Deloitte & Touche ~~LLP its independence from~~LLP’s provision of audit and non-audit services to the ~~Company.~~Company is compatible with their independence.

Based on the foregoing, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2011.~~2014.

Frederick P. Stratton, Jr., Chairman
Tina Chang
Robert Feitler
Cory L. Nettles


		~~Frederick P. Stratton, Jr., Chairman~~ ~~Tina Chang~~ ~~Robert Feitler~~ ~~Cory L. Nettles~~

There were no other fees billed by Deloitte Entities for services rendered to the Company, other than the services described above, in ~~2011~~2014 and ~~2010.~~2013.

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS AND
EXECUTIVE COMPENSATION

Report of Corporate Governance and Compensation Committee on Executive Compensation

In connection with its function to assist the Board of Directors in fulfilling its responsibilities to assure that the executive officers of the Company are compensated in a manner consistent with the compensation strategy of the Company, internal equity considerations, competitive practice, and the requirements of applicable tax and regulatory bodies, the Corporate Governance and Compensation Committee has (among other things) reviewed and discussed the Compensation Discussion and Analysis with the Company’s management. Based on that review and discussion, the Corporate Governance and Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be incorporated by reference in the Company’s Annual Report on Form 10-K and included in this Proxy Statement.

Robert Feitler, Chairman
Tina Chang
Cory L. Nettles
Frederick P. Stratton, Jr.


		~~Robert Feitler, Chairman~~ ~~Tina Chang~~ ~~Cory L. Nettles~~ ~~Frederick P. Stratton, Jr.~~

Compensation Discussion and Analysis

The Corporate Governance and Compensation Committee (the “Committee”) establishes compensation arrangements for senior management and administers the granting of stock-based awards to officers and other key employees of the Company. The Committee is composed entirely of independent, non-employee members of the Board of Directors and has the authority to utilize consultants and advisors as it may deem appropriate. The Company provides appropriate funding, as determined by the Committee, for the payment of compensation to the compensation consultant(s) employed by the Committee. The Committee reports to the Board of Directors on its actions and recommendations and periodically meets in executive session without members of management or management directors present.

The expertise and knowledge of each executive officer is important to the success of the Company. Although the substantial stock ownership by the Florsheim family gives them additional incentives to help the Company succeed, the Company believes that a fair and competitive executive compensation program is essential to attract and retain other key executives and is in the ~~Company's~~Company’s long-term best interests. A key objective of the Company’s executive compensation program is to provide a fair and competitive compensation package to each of its executive officers without encouraging unnecessary risk-taking. ~~Historically,~~The Committee may, in its sole discretion, retain or obtain the ~~Company’s finance department has provided a comparative analysis~~advice of ~~executive officer~~ compensation ~~to assist~~consultants, legal counsel or other advisers as it deems appropriate in connection with determining the ~~Committee in making~~compensation of its executive ~~compensation decisions. The analysis compares the Company’s compensation practices both to other shoe companies and to other Wisconsin area companies of similar size.~~officers. Outside consultants have been used sparingly or not at all. In addition, the Committee considers the results of advisory “say-on-pay” shareholder votes when making compensation decisions. At the ~~2011~~2014 annual meeting, when the ~~first~~latest advisory “say-on-pay” vote was held, the Company’s shareholders voted to approve, by a significant margin, the compensation of the Company’s executive officers. The Committee considered the result of this vote as support for its executive compensation system. The Company currently holds an advisory “say-on-pay” vote every three years.

The primary elements of the Company’s compensation program are: (1) an annual base salary; (2) an annual performance-based cash bonus; (3) discretionary long-term stock-based awards, subject to time-based vesting requirements; and (4) pension benefits. The combination of these compensation elements is designed to provide executives competitive compensation that maintains a balance between cash and stock compensation tied to the performance of the Company and long-term shareholder value. To reinforce the importance of balancing long-term and short-term perspectives, the Company’s executives are provided with both (1) annual incentives, of which a portion is at-risk based on achievement of the ~~Company's~~Company’s annual financial goals and objectives and (2) time-based long-term incentives which are intended to align the interests of executives with the interests of shareholders and encourage officer retention.

On December 31, 2011, one of the Company’s named executive officers, Peter S. Grossman, retired from the Company. Accordingly, Mr. Grossman’s compensation for 2011 included his annual base salary, continued accrual of pension benefits for the year, and eligibility to receive an annual performance-based cash bonus. Although eligible, Mr. Grossman did not receive a cash bonus for 2011 because the performance-based thresholds were not met for the year. See below for further information regarding Mr. Grossman’s bonus plan.

TABLE OF CONTENTS

Cash bonuses are awarded pursuant to the 2014 Incentive Plan, which is qualified under 162(m). The annual cash bonus is principally designed to reward the achievement of Company-wide financial goals established by the Committee, as well as the individual performance of each executive officer throughout the year. The Company has historically set financial goals based on the results achieved in the prior year. For the years ~~2011, 2010~~2014, 2013 and ~~2009,~~2012, the potential for an annual cash bonus for Mr. Thomas Florsheim, Jr., Mr. John Florsheim and Mr. Wittkowske was based solely on the achievement of Company-wide financial goals set by the Committee. ~~Specifically for 2011,~~In each of these years, a bonus was to be paid only upon the Company achieving an increase in net earnings over the previous year.

For 2014, a target bonus equal to 45%, 45% and 40% of the annual base salary for Mr. Thomas Florsheim Jr., Mr. John Florsheim and Mr. Wittkowske, respectively, would have been paid had 2014 net earnings increased between 8% and 10% over net earnings in ~~2010. A~~2013, excluding all adjustments made in 2014 and 2013 to remeasure the estimated liability for future earn-out payments related to the 2011 acquisition of The Combs Company (“Bogs”). The target bonus was to be pro-rated for increases in net earnings between 0% and 8%. Beginning in 2014, the aforementioned executives would have been eligible for a “stretch” bonus equal to 150% of the target bonus had 2014 net earnings increased 13%. The stretch bonus was to be pro-rated for earnings increases between 10% and 13%. See the table titled “Grants of Plan-Based Awards For 2014” for the estimated possible payouts for the non-equity incentive plan awards for 2014. The Company’s net earnings in 2014 increased 9.90% over the prior year’s net earnings and, accordingly, Mr. Thomas Florsheim, Jr., Mr. John Florsheim and Mr. Wittkowske earned 100% of their target bonuses in 2014.

For 2013, a maximum bonus equal to 45%, 45% and 40% of the annual base salary for Mr. Thomas Florsheim Jr., Mr. John Florsheim and Mr. Wittkowske, respectively, would have been paid had net earnings increased 8% over net earnings in 2012. The Company’s net earnings in 2013 increased 4.64% over the prior year’s net earnings (excluding all adjustments made to remeasure the Bogs estimated liability, as described above) and, accordingly, Mr. Thomas Florsheim, Jr., Mr. John Florsheim and Mr. Wittkowske earned approximately 58% of their maximum bonuses in 2013.

For 2012, a maximum bonus equal to 45%, 45% and 40% of the annual base salary for Mr. Thomas Florsheim Jr., Mr. John Florsheim and Mr. Wittkowske, respectively, would have been paid had net earnings increased 10% over the prior year’s net earnings in 2010. The bonus was to be pro-rated for increases in net earnings between 0% and 10%. See the table titled “Grants of Plan-Based Awards For 2011” for the estimated possible payouts for the non-equity incentive plan awards for 2011.earnings. The Company’s net earnings in ~~2011~~2012 increased ~~11.6%~~10.8% over the prior year’s net earnings (excluding all adjustments made to remeasure the Bogs estimated liability, as described above) and accordingly, Mr. Thomas Florsheim, Jr., Mr. John Florsheim and Mr. Wittkowske earned 100% of their maximum bonuses in 2011. The Company’s net earnings in 2010 increased 6.6% over the prior year’s net earnings and, accordingly, Mr. Thomas Florsheim, Jr., Mr. John Florsheim and Mr. Wittkowske earned 66% of their maximum bonuses in 2010. In 2009, the minimum level of net earnings was not achieved and, accordingly, no bonuses were earned by these executives in 2009. 2012.

See the table titled “Summary Compensation Table” below for the non-equity incentive plan compensation payouts in ~~2011, 2010~~2014, 2013 and ~~2009.~~

The annual cash bonus for Mr. Grossman had two parts: 60% was based upon the achievement of a pre-determined level of gross margin dollars for his functional division, and the other 40% was awarded at the Committee’s discretion based on his individual performance and the performance of the retail division, for which he is also responsible. Mr. Grossman’s maximum eligible bonus for both parts was collectively equal to 35% of his annual base salary (“maximum eligible bonus”).

The portion of Mr. Grossman’s 2011 bonus relating to gross margin dollars for his functional division (“functional division bonus”) allowed for a minimum bonus if 2011 gross margin dollars were equal to 2010 gross margin dollars. If met, the minimum functional division bonus would have been 25% of Mr. Grossman’s maximum eligible bonus, multiplied by 60%. The maximum functional division bonus would have been paid if 2011 gross margin dollars increased 8% over 2010 gross margin dollars. If met, the maximum functional division bonus would have been 100% of Mr. Grossman’s maximum eligible bonus, multiplied by 60%. Mr. Grossman’s 2011 functional division bonus was to be pro-rated for increases in gross margin dollars between 0% and 8%. In 2011, Mr. Grossman did not receive a functional division bonus because 2011 gross margin dollars for his functional division were less than 2010 gross margin dollars.

The portion of Mr. Grossman’s 2011 bonus relating to his individual performance and the performance of the retail division (“discretionary bonus”) is discretionary. If approved, the maximum discretionary bonus would have been 100% of Mr. Grossman’s maximum eligible bonus, multiplied by 40%. Mr. Grossman did not receive a discretionary bonus for 2011.

~~TABLE OF CONTENTS~~

For 2010, Mr. Grossman was awarded 31.7% of his maximum eligible bonus. Specifically, he earned 47% of the maximum functional division bonus for 2010. He did not earn a bonus relating to the performance of the retail division in 2010 but he was awarded a discretionary bonus based on his individual performance. For 2009, Mr. Grossman was awarded approximately 32% of his maximum eligible bonus, all of which was related to the gross margin dollars of his functional division. Specifically, Mr. Grossman earned 53% of the maximum functional division bonus for 2009. Mr. Grossman did not receive a discretionary bonus in 2009.2012.

The Committee believes that long-term stock-based awards provide performance incentives that encourage long-term growth in value for public shareholders. Accordingly, discretionary long-term stock-based awards are also an integral part of the Company’s executive compensation program (see “Long-Term Incentive Plan Award Policy” below).

The Company has no formal policy for allocating executive compensation between cash and non-cash or between annual and long-term compensation. Historically, the long-term component of the Company’s executive compensation has been non-cash and has been approximately 20 – 40% of total ~~compensation;~~compensation, and the Company expects that approximate level to continue going forward.

Each year, management proposes base salaries, cash bonuses and long-term stock based awards for all executive officers, which they provide to the Committee. The Committee reviews each specific element of compensation for each of the executive officers. Similarly, each year, the Company’s management proposes Company-wide financial goals for the determination of annual cash bonuses. Management presents economic, industry and/or Company specific rationales for the proposed financial goals. The Committee reviews and discusses the information with management, and makes the final determination of the Company-wide financial goals for the period.

TABLE OF CONTENTS

On January 1, 2014, the Company renewed its employment contracts with Thomas W. Florsheim, Jr. and John W. Florsheim. See further details of these contracts in the “Employment Contracts and Potential Payments Upon Termination or Change of Control” section below.

Long-Term Incentive Plan Award Policy

The Company believes that participation in a long-term incentive program encourages a perspective of ownership by providing an equity stake in the Company. The Company also believes that participation in a long-term incentive program should increase with higher levels of responsibility, as individuals in leadership roles have the greatest influence on the Company’s strategic direction and results over time. ~~The~~Prior to 2014, the Company granted restricted stock and/or stock option awards annually each year on or about December 1. Beginning in 2014, the Company grants restricted stock and/or stock option awards annually each year on or about ~~December 1.~~August 26. Typically, the Company grants a combination of stock options and restricted stock awards to non-executive officers, non-officer key employees and directors of the Company, and grants stock options to executive officers and other salaried employees.

Beginning in ~~2011,~~2014, equity awards are granted under the Weyco Group, Inc. ~~2011~~2014 Incentive ~~Plan (the “2011 Incentive Plan”).~~Plan. On ~~December 1, 2011,~~August 26, 2014, stock options were awarded to the Company’s named executive ~~officers (other than Mr. Grossman).~~officers. On the same date, a combination of stock options and shares of restricted stock were awarded to non-executive officers and non-officer key employees, and stock options were awarded to other ~~key~~salaried employees. Under the ~~2011~~2014 Incentive Plan, the exercise price of stock options and restricted stock awards ~~are~~were valued at fair market value based on the Company’s closing stock price on the date of grant and vest ratably over four years beginning on the first anniversary of the grant date. Stock options granted in 2014 expire six years from the grant date.

From 2011 to 2013, equity awards were granted under the Weyco Group, Inc. 2011 Incentive Plan (the “2011 Plan”). Under the 2011 Plan, stock options vest ratably over four years beginning on the first anniversary of the grant date. Stock options granted under the 2011 Plan expire six years from the grant date.

Through 2010, equity awards had been granted under the Weyco Group, Inc. 2005 Equity Incentive Plan (the “2005 Plan”). Under the 2005 Plan, stock options vest ratably over four years beginning on the first anniversary of the grant date. Stock options granted under the 2005 Plan expire five years from the grant date.

Company “insiders,” as defined by the Company, are restricted from buying or selling their shares during four black-out periods surrounding each quarter end.

Risk Management and Compensation

The Company has designed its compensation programs for executive officers and all other employees to not encourage or promote excessive risk-taking. Additionally, the Company’s compensation packages for senior management, executive officers and other key employees include long-term compensation awards which aim to reward performance over the longer term. Therefore, the Company believes that the risks, if any, arising from its compensation policies are not reasonably likely to have a material adverse effect on the Company.

TABLE OF CONTENTS

Summary Compensation Table

The following table sets forth total compensation of the Chief Executive Officer, the Chief Operating Officer, and the Chief Financial Officer ~~and a former executive officer of the Company~~ for the years ended December 31, ~~2011, 2010~~2014, 2013 and ~~2009.~~2012. The Company had only ~~four~~three executive officers ~~throughout 2011, 2010 and 2009.~~in 2014.

Name and Principal Position Year Salary
($) Option
Awards
($) Non-Equity
Incentive Plan
Compensation
($) Change in
Pension
Value
($)⁽⁷⁾ All Other
Compensation
($) Total
($)
Thomas W. Florsheim, Jr.
Chairman and Chief
Executive Officer 2011 $ 563,500 $ 146,575 ⁽¹⁾ $ 253,575 ⁽⁴⁾ $ 1,153,852 $ 23,297 ⁽⁸⁾ $ 2,140,799
2010 $ 550,000 $ 149,100 ⁽²⁾ $ 163,600 ⁽⁴⁾ $ 1,485,959 $ 22,691 ⁽⁸⁾ $ 2,371,350
2009 $ 550,000 $ 144,300 ⁽³⁾ $ 0 ⁽⁵⁾ $ 430,742 $ 18,018 ⁽⁸⁾ $ 1,143,060
John W. Florsheim
President, Chief Operating
Officer and Assistant
Secretary 2011 $ 538,000 $ 146,575 ⁽¹⁾ $ 242,100 ⁽⁴⁾ $ 825,487 $ 15,079 ⁽⁹⁾ $ 1,767,241
2010 $ 525,000 $ 149,100 ⁽²⁾ $ 156,200 ⁽⁴⁾ $ 840,841 $ 15,472 ⁽⁹⁾ $ 1,686,613
2009 $ 525,000 $ 144,300 ⁽³⁾ $ 0 ⁽⁵⁾ $ 277,538 $ 12,602 ⁽⁹⁾ $ 959,440
John F. Wittkowske
Senior Vice President,
Chief Financial Officer and
Secretary 2011 $ 332,000 $ 146,575 ⁽¹⁾ $ 132,800 ⁽⁴⁾ $ 992,744 $ 23,233 ⁽⁹⁾ $ 1,627,352
2010 $ 324,000 $ 149,100 ⁽²⁾ $ 85,700 ⁽⁴⁾ $ 899,112 $ 18,985 ⁽⁹⁾ $ 1,476,897
2009 $ 324,000 $ 144,300 ⁽³⁾ $ 0 ⁽⁵⁾ $ 370,372 $ 14,758 ⁽⁹⁾ $ 853,430
Peter S. Grossman*
Senior Vice President,
President, Nunn Bush Brand
and Retail Division 2011 $ 328,000 $ 0 $ 0 ⁽⁶⁾ $ 188,216 $ 9,899 ⁽¹⁰⁾ $ 526,115
2010 $ 320,000 $ 54,670 ⁽²⁾ $ 35,500 ⁽⁶⁾ $ 41,458 $ 9,627 ⁽¹⁰⁾ $ 461,255
2009 $ 320,000 $ 52,910 ⁽³⁾ $ 36,000 ⁽⁶⁾ $ 39,957 $ 9,381 ⁽¹⁰⁾ $ 458,248



Name and Principal Position	Year		Salary ($)		Option Awards ($)			Non-Equity Incentive Plan Compensation ($)			Change in Pension Value ($)⁽⁵⁾			All Other Compensation ($)			Total ($)
Thomas W. Florsheim, Jr. Chairman and Chief Executive Officer		2014	$	591,100	$	117,200	⁽¹⁾	$	265,995	⁽⁴⁾	$	1,163,583	⁽⁶⁾⁽⁷⁾	$	32,944	⁽¹⁰⁾	$	2,170,822
		2013	$	579,500	$	110,800	⁽²⁾	$	151,250	⁽⁴⁾	$	0	⁽⁸⁾	$	28,137	⁽¹⁰⁾	$	869,687
		2012	$	563,500	$	119,600	⁽³⁾	$	253,575	⁽⁴⁾	$	0	⁽⁹⁾	$	25,420	⁽¹⁰⁾	$	962,095
John W. Florsheim President, Chief Operating Officer and Assistant Secretary		2014	$	565,200	$	117,200	⁽¹⁾	$	254,340	⁽⁴⁾	$	974,765	⁽⁶⁾⁽⁷⁾	$	17,340	⁽¹¹⁾	$	1,928,845
		2013	$	554,000	$	110,800	⁽²⁾	$	144,600	⁽⁴⁾	$	0	⁽⁸⁾	$	16,128	⁽¹¹⁾	$	825,528
		2012	$	538,000	$	119,600	⁽³⁾	$	242,100	⁽⁴⁾	$	0	⁽⁹⁾	$	15,932	⁽¹¹⁾	$	915,632
John F. Wittkowske Senior Vice President, Chief Financial Officer and Secretary		2014	$	364,000	$	117,200	⁽¹⁾	$	145,600	⁽⁴⁾	$	820,757	⁽⁶⁾⁽⁷⁾	$	28,235	⁽¹¹⁾	$	1,475,792
		2013	$	350,000	$	110,800	⁽²⁾	$	81,200	⁽⁴⁾	$	0	⁽⁸⁾	$	24,563	⁽¹¹⁾	$	566,563
		2012	$	340,000	$	119,600	⁽³⁾	$	136,000	⁽⁴⁾	$	0	⁽⁹⁾	$	25,149	⁽¹¹⁾	$	620,749

~~As discussed elsewhere in this document, Peter S. Grossman retired from the Company effective December 31, 2011.~~

Notes:

(1)

This amount represents the grant date fair value of the stock option awards granted on ~~December 1, 2011~~August 26, 2014, using the fair value of ~~$4.51~~$2.93 per option computed in accordance with ASC 718, as calculated under the Black-Scholes option pricing model as described in Note 1817 to the Consolidated Financial Statements in the Company’s ~~2011~~2014 Annual Report on Form 10-K.

(2)

This amount represents the grant date fair value of the stock option awards granted on December ~~1, 2010~~2, 2013, using the fair value of ~~$4.97~~$2.77 per option computed in accordance with ASC 718, as calculated under the Black-Scholes option pricing model as described in Note 1817 to the Consolidated Financial Statements in the Company’s ~~2011~~2014 Annual Report on Form 10-K.

(3)

This amount represents the grant date fair value of the stock option awards granted on December 1, ~~2009~~2012, using the fair value of ~~$4.81~~$3.68 per option computed in accordance with ASC 718, as calculated under the Black-Scholes option pricing model as described in Note 1817 to the Consolidated Financial Statements in the Company’s ~~2011~~2014 Annual Report on Form 10-K.

(4)

These amounts reflect cash awards related to the level of achievement of Company-wide financial goals in ~~2011~~2014, 2013 and ~~2010~~2012, established by the Committee. A more detailed description of the non-equity incentive plan awards is provided under “Compensation Discussion and Analysis.” These amounts were paid after the Company’s fiscal year end (December 31). For the estimated possible payouts under the non-equity incentive plan awards in ~~2011,~~2014, see the “Grants of Plan-Based Awards For ~~2011”~~2014” table below.

(5)

~~In 2009, the threshold net earnings level was not met, therefore no cash awards under the non-equity incentive plan were earned.~~

~~(6)~~

These amounts represent cash awards earned by Mr. Grossman in accordance with his non-equity incentive plan. A more detailed description of the non-equity incentive plan awards is provided under “Compensation Discussion and Analysis.” Amounts earned in 2010 and 2009 were paid after the Company’s fiscal year end (December 31). For estimated possible payouts under the non-equity incentive plan awards in 2011, see the “Grants of Plan-Based Awards For 2011” table below.

~~TABLE OF CONTENTS~~

~~(7)~~

The change in pension value represents the aggregate change in the value of the benefits earned under all of the Company’s defined benefit plans. See “Pension Benefits” below for a more in-depth discussion of the plans.

(6)

For Mr. Thomas W. Florsheim, Jr., the change in pension value is made up of a $212,778, $36,353, and $914,452 increase in the value of benefits earned under the Qualified Pension Plan, Deferred Compensation Plan, and Excess Benefits Plan, respectively. For Mr. John W. Florsheim, the change in pension value is made up of a $184,358, $35,324, and $755,083 increase in the value of benefits earned under the Qualified Pension Plan, Deferred Compensation Plan, and Excess Benefits Plan, respectively. For Mr. John F. Wittkowske, the change in pension value is made up of a $199,466, $35,512, and $585,779 increase in the value of benefits earned under the Qualified Pension Plan, Deferred Compensation Plan, and Excess Benefits Plan, respectively.

(7)

In 2014, the change in pension value increased primarily due to a decrease in the discount rate used to determine the present value of the liability under the plan and the use of an updated mortality table.

(8)

In 2013, the change in pension value was negative for each of the named executive officers due to an increase in the discount rate used to determine the present value of the liability under the plan. Specifically, the change in pension value was ($369,100) for Thomas W. Florsheim, Jr., ($251,816) for John W. Florsheim, and ($228,683) for John F. Wittkowske.

TABLE OF CONTENTS

(9)

In 2012, the change in pension value was negative for each of the named executive officers due to plan amendments effective October 1, 2012, that reduced future benefits. Specifically, the change in pension value was ($1,334,922) for Thomas W. Florsheim, Jr., ($480,300) for John W. Florsheim, and ($718,491) for John F. Wittkowske.

(10)

All other compensation relates to the use of an automobile, life insurance premiums, 401(K) match contributions, dividends on restricted stock and personal services.

~~(9)~~(11)

All other compensation relates to the use of an automobile, life insurance premiums, 401(K) match contributions and dividends on restricted stock.

~~(10)~~

~~All other compensation relates to life insurance premiums, 401(K) match contributions and dividends on restricted stock.~~

Grants of Plan-Based Awards For 2011for 2014



Name	Grant Date		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards									All Other Stock Awards: Number of Shares of Stock or Awards (#)		All Other Option Awards: Number of Securities Underlying Options (#)⁽⁴⁾		Exercise or Base Price of Option Awards ($/Sh)⁽⁴⁾		Aggregate Grant Date Fair Value of Stock and Option Awards ($)⁽⁵⁾		Grant Date		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards									All Other Stock Awards: Number of Shares of Stock or Awards (#)		All Other Option Awards: Number of Securities Underlying Options (#)⁽⁴⁾		Exercise or Base Price of Option Awards ($/Sh)⁽⁴⁾		Aggregate Grant Date Fair Value of Stock and Option Awards ($)⁽⁵⁾
Name	Grant Date		Threshold ($)			Target ($)			Maximum ($)							Exercise or Base Price of Option Awards ($/Sh)⁽⁴⁾				Grant Date		Threshold ($)			Target ($)			Maximum ($)							Exercise or Base Price of Option Awards ($/Sh)⁽⁴⁾
Thomas W. Florsheim, Jr.		5/03/2011	$	1	⁽¹⁾	$	126,788	⁽¹⁾⁽²⁾	$	253,575	⁽¹⁾		—		—		—		—		05/6/2014	$	1	⁽¹⁾	$	265,995	⁽¹⁾⁽²⁾	$	398,993	⁽¹⁾⁽³⁾		—		—		—		—
Thomas W. Florsheim, Jr.		12/1/2011		—			—			—			—		32,500	$	24.21	$	146,575		8/26/2014		—			—			—			—		40,000	$	27.04	$	117,200
John W. Florsheim		5/03/2011	$	1	⁽¹⁾	$	121,050	⁽¹⁾⁽²⁾	$	242,100	⁽¹⁾		—		—		—		—		05/6/2014	$	1	⁽¹⁾	$	254,340	⁽¹⁾⁽²⁾	$	381,510	⁽¹⁾⁽³⁾		—		—		—		—
John W. Florsheim		12/1/2011		—			—			—			—		32,500	$	24.21	$	146,575		8/26/2014		—			—			—			—		40,000	$	27.04	$	117,200
John F. Wittkowske		5/03/2011	$	1	⁽¹⁾	$	66,400	⁽¹⁾⁽²⁾	$	132,800	⁽¹⁾		—		—		—		—		05/6/2014	$	1	⁽¹⁾	$	145,600	⁽¹⁾⁽²⁾	$	218,400	⁽¹⁾⁽³⁾		—		—		—		—
John F. Wittkowske		12/1/2011		—			—			—			—		32,500	$	24.21	$	146,575		8/26/2014		—			—			—			—		40,000	$	27.04	$	117,200
Peter S. Grossman		5/03/2011	$	1	⁽³⁾	$	17,200	⁽³⁾	$	114,800	⁽³⁾		—		—		—		—
Peter S. Grossman		12/1/2011		—			—			—			—		—		—		—

TABLE OF CONTENTS

Outstanding Equity Awards Atat December 31, 20112014



	Option Awards												Stock Awards						Option Awards								Stock Awards
Name	Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable⁽¹⁾			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)⁽²⁾		Market Value of Shares or Units of Stock That Have Not Vested ($)⁽³⁾		Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable⁽¹⁾		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)⁽²⁾	Market Value of Shares or Units of Stock That Have Not Vested ($)⁽²⁾
Thomas W. Florsheim, Jr.		07/22/02		29,948					$	12.04		07/22/12
		05/19/03		32,088					$	16.79		05/19/13
		04/26/05		19,958					$	18.03		04/26/15
		11/30/07		3,320					$	30.12		11/30/12						04/26/05		19,958			$	18.03		04/26/15
		11/30/07		9,680					$	27.38		11/30/12						12/01/10		30,000			$	24.49		12/01/15
		12/01/08		9,750			3,250		$	30.67		12/01/13		700	$	17,185		12/01/11		24,375		8,125	$	24.21		12/01/17
		12/01/09		15,000			15,000		$	23.09		12/01/14						12/01/12		16,250		16,250	$	23.53		12/01/18
		12/01/10		7,500			22,500		$	24.49		12/01/15						12/02/13		10,000		30,000	$	28.50		12/02/19
		12/01/11					32,500		$	24.21		12/01/17						08/26/14				40,000	$	27.04		08/26/20
John W. Florsheim		07/22/02		29,948					$	12.04		07/22/12		04/26/05		19,958			$	18.03		04/26/15
		05/19/03		32,088					$	16.79		05/19/13						12/01/10		30,000			$	24.49		12/01/15
		04/26/05		19,958					$	18.03		04/26/15						12/01/11		24,375		8,125	$	24.21		12/01/17
		11/30/07		3,320					$	30.12		11/30/12						12/01/12		16,250		16,250	$	23.53		12/01/18
		11/30/07		9,680					$	27.38		11/30/12						12/02/13		10,000		30,000	$	28.50		12/02/19
		12/01/08		9,750			3,250		$	30.67		12/01/13		700	$	17,185		08/26/14				40,000	$	27.04		08/26/20
		12/01/09		15,000			15,000		$	23.09		12/01/14
		12/01/10		7,500			22,500		$	24.49		12/01/15
		12/01/11					32,500		$	24.21		12/01/17
John F. Wittkowske		07/22/02		37,500					$	12.04		07/22/12						04/26/05		25,000			$	18.03		04/26/15
		05/19/03		37,500					$	16.79		05/19/13						12/01/10		30,000			$	24.49		12/01/15
		04/26/05		25,000					$	18.03		04/26/15						12/01/11		24,375		8,125	$	24.21		12/01/17
		11/30/07		13,000					$	27.38		11/30/12						12/01/12		16,250		16,250	$	23.53		12/01/18
		12/01/08		9,750			3,250		$	30.67		12/01/13		700	$	17,185		12/02/13		10,000		30,000	$	28.50		12/02/19
		12/01/09		15,000			15,000		$	23.09		12/01/14						08/26/14				40,000	$	27.04		08/26/20
		12/01/10		7,500			22,500		$	24.49		12/01/15
		12/01/11					32,500		$	24.21		12/01/17
Peter S. Grossman		05/19/03		13,000	⁽⁴⁾				$	16.79		05/19/13
		04/26/05		12,500	⁽⁴⁾				$	18.03		04/26/15
		11/30/07		6,000	⁽⁴⁾				$	27.38		11/30/12
		12/01/08		4,500	⁽⁴⁾		1,500	⁽⁴⁾	$	30.67		12/01/13
		12/01/09		5,500	⁽⁴⁾		5,500	⁽⁴⁾	$	23.09		12/01/14
		12/01/10		2,749	⁽⁴⁾		8,251	⁽⁴⁾	$	24.49		12/01/15

TABLE OF CONTENTS

Option Exercises and Stock Vested in 20112014

The following table provides information related to stock options exercised by and restricted stock vested to the named executive officers during 2011. The Company first granted shares of restricted stock on December 1, 2006. The shares of restricted stock vest ratably over four years and, accordingly, 25% of the restricted stock granted in each of 2007, 2008, 2009 and 2010 vested in 2011.2014.


	Option Awards				Stock Awards						Option Awards				Stock Awards
Name	Number of Shares Acquired Upon Exercise (#)		Value Realized Upon Exercise ($)⁽¹⁾		Number of Shares Acquired Upon Vesting (#)			Value Realized Upon Vesting ($)⁽²⁾			Number of Shares Acquired Upon Exercise (#)		Value Realized Upon Exercise ($)⁽¹⁾		Number of Shares Acquired Upon Vesting (#)		Value Realized Upon Vesting ($)
Thomas W. Florsheim, Jr.		25,896	$	386,239		1,400		$	33,835			30,000	$	156,900		—		—
John W. Florsheim		25,896	$	390,382		1,400		$	33,835			30,000	$	147,900		—		—
John F. Wittkowske		37,500	$	553,125		1,400		$	33,835			30,000	$	157,500		—		—
Peter S. Grossman		—		—		1,050	⁽³⁾	$	25,412	⁽³⁾

Pension Benefits

The Company maintains a defined benefit pension plan for various employees of the Company, including salaried employees. The Company also maintains an unfunded supplemental pension plan for key executives so they may receive pension benefits which they would otherwise be prevented from receiving as a result of certain limitations of the Internal Revenue Code. Retirement benefits are provided based on employees’ years of credited service and average earnings or stated amounts for years of service. The plans provide for normal retirement at age 65 and provide for reduced benefits for early retirement beginning at age 55. Pension benefits are payable under a variety of options, to be selected by the retiree and are calculated under a formula which is integrated with Social Security, although the amounts determined under the formula are not reduced by Social Security benefits. The normal retirement benefit is based on (i) the highest average earnings for any 5 consecutive years during the 10 calendar years ending with the year of retirement, (ii) length of service up to 25 years and (iii) the highest average covered compensation for Social Security purposes. ~~Earnings~~Prior to October 1, 2012, earnings covered by the plan ~~are~~were generally defined as wages for purposes of federal income tax withholding and therefore ~~include~~included the value realized upon the exercise of non-qualified stock options and other minor items in addition to those included in the above Summary Compensation Table as “Salary.” Effective October 1, 2012, the plan was amended so as to define earnings to include only salary and cash bonus.

The foregoing describes the general formula under the defined benefit plan and related excess benefits plan as revised in 1997. Those salaried employees who were covered in the plans on January 1, 1989, and all officers (including the named executive officers) who are Senior Vice Presidents or above are provided with the higher of the benefits described above or a minimum benefit based on a prior formula through the defined benefit plan, the unfunded excess benefits plan described above and an unfunded deferred compensation plan. The normal retirement benefit under the prior formula is based on the highest average earnings for any 5 consecutive years during the 10 calendar years preceding retirement and length of service up to 25 years. The normal retirement benefit for officers (including the named executive officers) who are Senior Vice Presidents or above is based on the highest average earnings for any 5 years during the 20 calendar years preceding retirement and length of service up to 25 years. ~~There is no early retirement reduction if an officer (including a named executive officer) retires at age 59 with at least 25 years of credited service.~~ Minimum benefit amounts are not subject to any deduction for Social Security benefits. Under the excess benefits plan, upon a change in control, a lump sum benefit payment shall be made to each participant.

Effective October 1, 2012, the Company amended its defined benefit pension plan to redefine earnings subject to benefits under the plan. Effective October 1, 2012, the Company amended its deferred compensation and excess benefit plans to set a maximum benefit payable under the plans and eliminate the enhanced early retirement benefit that was previously provided to executive officers. These changes reduced the collective present values of accumulated benefits for each of the named executive under the plans.

TABLE OF CONTENTS

The following table provides information related to pension benefits earned by each of the named executive officers based on their number of years of credited service as of December 31, ~~2011.~~2014.


Name	Plan Name		Number of Years Credited Service (#)⁽¹⁾		Present Value of Accumulated Benefit ($)⁽²⁾		Payments During Last Fiscal Year ($)		Plan Name		Number of Years Credited Service (#)⁽¹⁾		Present Value of Accumulated Benefit ($)⁽²⁾		Payments During Last Fiscal Year ($)
Thomas W. Florsheim, Jr.		Qualified Pension Plan		25	$	585,690	$	0		Qualified Pension Plan		25	$	863,003	$	0
		Deferred Compensation Plan			$	499,818	$	0
		Excess Benefits Plan			$	4,308,604	$	0
Thomas W. Florsheim, Jr.										Deferred Compensation Plan			$	150,169	$	0
										Excess Benefits Plan			$	3,840,501	$	0
		Qualified Pension Plan		18	$	327,003	$	0		Qualified Pension Plan		21	$	580,220	$	0
		Deferred Compensation Plan			$	290,555	$	0
		Excess Benefits Plan			$	2,245,770	$	0
John W. Florsheim										Deferred Compensation Plan			$	112,090	$	0
										Excess Benefits Plan			$	2,413,667	$	0
		Qualified Pension Plan		18	$	395,868	$	0		Qualified Pension Plan		21	$	685,605	$	0
		Deferred Compensation Plan			$	342,408	$	0
		Excess Benefits Plan			$	2,714,259	$	0
Peter S. Grossman		Qualified Pension Plan		25	$	1,321,459	$	0
		Deferred Compensation Plan			$	111,000	$	0
		Excess Benefits Plan			$	2,028,270	$	0
John F. Wittkowske										Deferred Compensation Plan			$	123,703	$	0
										Excess Benefits Plan			$	2,516,810	$	0

Employment Contracts and Potential Payments Upon Termination or Change of Control

The Company has entered into employment contracts with Thomas W. Florsheim, Jr. and John W. Florsheim whereby, for services to be rendered, their employment will be continued until December 31, ~~2013,~~2016, at salary levels to be determined and reviewed periodically. These contracts provide, among other things, that a lump sum amount equal to slightly less than three times his base amount compensation (as defined in Section 280G of the Internal Revenue Code) will be paid to Thomas W. Florsheim, Jr. and John W. Florsheim, respectively, as severance pay, in the event the Company terminates his employment without cause or he terminates his employment following a change of control of the Company. A “change of control” is defined in the employment agreements as: a change in control of more than 15% of the shares of the Company; the replacement of two or more directors by persons not nominated by the Board of Directors; any enlargement of the size of the Board of Directors if the change was not supported by the existing Board of Directors; a merger, consolidation or transfer of assets of the Company; or a substantial change in his responsibilities. In the event Thomas W. Florsheim, Jr. or John W. Florsheim is prevented from performing his duties by reason of permanent disability, his normal salary will be discontinued and a disability salary of 75% of his then current salary will be paid until December 31, ~~2013.~~ 2016.

Also, in the event Thomas W. Florsheim, Jr. or John W. Florsheim dies prior to the termination of his employment under the contract, a death benefit equal to his salary at the annual rate being paid to him at the date of death will be paid to a designated beneficiary for a three-year period. As of ~~March 5, 2012,~~April 2, 2015, the annual salary of Thomas W. Florsheim, Jr. is ~~$563,500~~$614,600 and John W. Florsheim’s annual salary is ~~$538,000.~~$587,700.

TABLE OF CONTENTS

The Company has a change of control agreement with John ~~Wittkowske and had one with Peter Grossman prior to his retirement. These contracts provide~~Wittkowske. This contract provides that a lump sum equal to slightly less than three times his annual compensation (as defined in Section 280G of the Internal Revenue Code), calculated with respect to the three taxable year period ending before the date the change of control occurs, will be paid as severance pay in the event of a change of control. The change of control ~~agreements define~~agreement defines a “change of control” as an event in which:

(1)

more than 30% of the voting power of the outstanding stock of the Company is directly or indirectly controlled by a person or group of persons ~~other~~(other than a group consisting of the members of the family of Thomas W. Florsheim and their descendents or ~~trusts;~~trusts);

(2)

all or substantially all of the operating assets of the Company have been sold; or

(3)

a majority of the Company’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors before the date of the appointment or election.

As of ~~March 5, 2012,~~April 2, 2015, Mr. Wittkowske’s annual salary is ~~$340,000. Mr. Grossman’s~~$378,500.

In accordance with the terms of the 2014 Incentive Plan, 2011 Incentive Plan and 2005 Equity Incentive Plan, if a change of control ~~agreement ended on December 31, 2011, his retirement date.~~

~~TABLE OF CONTENTS~~should occur, all options and stock awards granted by the Company shall immediately vest.

OTHER INFORMATION

Transactions with Related Persons

The ~~Company's~~Company’s written Code of Business Ethics provides that, except with the prior knowledge and consent of the Company, directors and employees are not permitted to have a financial interest in a supplier, competitor or customer of the Company because of the potential conflicts of interest raised by such transactions. There is a limited exception for ownership of securities of a publicly traded corporation unless the investments are of a size as to have influence or control over the corporation. The ~~Company's~~Company’s policies include no minimum size for this restriction on potential conflict of interest transactions. Actual or potential conflict of interest transactions or relationships are to be reported to the Company’s Chief Financial Officer or another officer of the Company. Waivers or exceptions for executive officers or directors may be granted only in advance and under exceptional circumstances and only by the Board of Directors or an appropriate committee.

Transactions with related persons are also subject to the ~~Company's~~Company’s disclosure controls and procedures to ensure compliance with applicable laws and requirements of NASDAQ.

There were no transactions since the beginning of ~~2011,~~2014, and there are no proposed transactions, in which the Company was or is to be a participant and the amount involved exceeds $120,000 and in which (a) any director, executive officer, director nominee, or immediate family member of a director, executive officer or nominee, or (b) any holder of 5% or more of the ~~Company's~~Company’s common stock or their immediate family members, had a direct or indirect material interest.

Method of Proxy Solicitation

The cost of solicitation of proxies will be borne by the Company. The officers of the Company may solicit proxies from some of the larger shareholders, which solicitation may be made by mail, telephone, or personal contacts; these officers will not receive additional compensation for soliciting such proxies. Request will also be made of brokerage houses and other custodians, nominees and fiduciaries to forward, at the expense of the Company, soliciting material to the beneficial owners of shares held of record by such persons.

Section 16(a) Beneficial Ownership Reporting Compliance

Under the federal securities laws, the Company’s directors, executive officers and any person holding more than 10% of the Company’s common stock are required to report their initial ownership of the Company’s common stock and any change in that ownership to the SEC. Specific due dates for these reports have been established, and the Company is required to disclose in this Proxy Statement any failure to file such reports by these dates during the last year.

TABLE OF CONTENTS

The Company believes that all of these filing requirements were satisfied on a timely basis for the year ended December 31, ~~2011.~~2014. In making these disclosures, the Company has relied solely on written representations of its directors and executive officers and copies of the reports they have filed with the SEC.

Other Matters

The Company has not been informed and is not aware that any other matters will be brought before the meeting. However, proxies will be voted with discretionary authority with respect to any other matters that properly may be presented to the meeting.

Shareholder Proposals

~~Shareholder~~Under Rule 14a-8 promulgated under the Securities Exchange Act of 1934, shareholder proposals must be received by the Company no later than December ~~2, 2012,~~4, 2015, in order to be considered for inclusion in next year’s annual meeting proxy statement. Further, under the Company’s Guidelines and Criteria for Nomination of Director Candidates, shareholder recommendations for directors must be received by the Company no later than December 2, 2015, in order to be considered by the Corporate Governance and Compensation Committee for nomination and inclusion in next year’s annual meeting proxy statement. In addition, a proposal submitted outside of Rule 14a-8 will be considered untimely, and the Company may use discretionary voting authority for any proposal that may be raised at next year’s annual meeting unless the proponent notifies us of the proposal nonot later than February ~~13, 2013.~~17, 2016.

WEYCOGROUP, INC.


~~March 30, 2012~~April 2, 2015 Milwaukee, Wisconsin		JOHN F. WITTKOWSKE
~~Milwaukee, Wisconsin~~		Secretary


Thomas W. Florsheim			~~1,790,745~~416,601
Thomas W. Florsheim, ~~Jr.~~Jr			~~240,977~~2,103,940
John W. Florsheim			~~282,000~~495,075
Robert Feitler			238,520
Frederick P. Stratton, Jr			30,300
All Directors and Executive Officers as a Group			~~2,313,722~~
~~Peter S. Grossman~~			~~22,725~~3,284,436


	2011		2010		2014		2013
Audit Fees^(a)	$	305,940	$	247,850	$	372,834	$	347,557
Tax Fees^(b)		26,400		36,400		46,631		31,888
All Other Fees		—		—		—		—
Total	$	332,340	$	284,250	$	419,465	$	379,445


	Page
Introduction		1
Security Ownership of Management and Others		2
Items to be Voted On		4
Proposal One: Election of Directors		4
Proposal Two: Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, ~~2012~~2015		76
Board Information		8
Composition of the Board of Directors		8
Meetings		8
Director Independence		8
Board Leadership Structure and Role in Risk Oversight		8
Shareholder Communications with the Board		9
Nomination of Director Candidates		9
Director Compensation		10
Committees		10
Executive Committee		10
Corporate Governance and Compensation Committee		1011
Corporate Governance and Compensation Committee Interlocks and Insider Participation		11
Code of Business Ethics		11
Audit Committee		11
Pre-Approval Policy		12
Report of Audit Committee		12
Audit and Non-Audit Fees		13
Compensation Discussion and Analysis and Executive Compensation		14
Report of Corporate Governance and Compensation Committee on Executive Compensation		14
Compensation Discussion and Analysis		14
Long-Term Incentive Plan Award Policy		16
Risk Management and Compensation		16
Summary Compensation Table		17
Grants of Plan-Based Awards ~~For 2011~~for 2014		18
Outstanding Equity Awards Atat December 31, ~~2011~~2014		19
Option Exercises and Stock Vested in ~~2011~~2014		20
Pension Benefits		20
Employment Contracts and Potential Payments Upon Termination or Change of Control		21
Other Information		2322
Transactions with Related Persons		2322
Method of Proxy Solicitation		2322
Section 16(a) Beneficial Ownership Reporting Compliance		2322
Other Matters		23
Shareholder Proposals		23

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

SCHEDULE 14A

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

Weyco Group, Inc.

WEYCOGROUP, INC.Glendale, Wisconsin

Notice of the 20122015 ANNUAL MEETING OF SHAREHOLDERSTo be Held May 2, 20125, 2015

The Board of Directors recommends that the shareholdersvote “FOR” items 1 and 2 above.

TABLE OF CONTENTS

PROXY STATEMENT

INTRODUCTION

SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS

ITEMS TO BE VOTED ON

Proposal One: Election of Directors

The Board recommends that you vote “FOR” the election ofof John W. Florsheim, Frederick P. Stratton, Jr. and Cory L. Nettles.

Nominees for Term Expiring 20152018

John W. Florsheim, Age 48,51, Director since 1996

Frederick P. Stratton, Jr., Age 73,76, Director since 1976

Chairman of Audit CommitteeMember of Executive Committee and Corporate Governance andCompensation Committee

Cory L. Nettles, Age 42,45, Director since 2005

Continuing Directors for Term Expiring 20142016

Thomas W. Florsheim, Jr., Age 54, Director since 1996Chairman of the Board since 2002

Robert Feitler, Age 81, Director since 1964Chairman of Executive Committee and Corporate Governance andCompensation CommitteeMember of Audit Committee

Continuing Directors for Term Expiring 2013

Tina Chang, Age 40,43, Director since 2007Member of Executive Committee, Audit Committee, and Corporate Governance andCompensation Committee

Thomas W. Florsheim, Age 81,84, Director since 1964

Continuing Directors for Term Expiring 2017

Thomas W. Florsheim, Jr., Age 57, Director since 1996

Robert Feitler, Age 84, Director since 1964

Proposal Two: Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 20122015

The Board recommends that you vote “FOR” the ratification of the appointmentof Deloitte & ToucheBaker Tilly Virchow Krause, LLP as the Company’s independent registered publicaccounting firm for the year ending December 31, 2012.2015.

BOARD INFORMATION

Composition of the Board of Directors

Meetings

Director Independence

Board Leadership Structure and Role in Risk Oversight

Shareholder Communications with the Board

Nomination of Director Candidates

Director Compensation

Committees

Executive Committee

Corporate Governance and Compensation Committee

Corporate Governance and Compensation Committee Interlocks and Insider Participation

Code of Business Ethics

Audit Committee

Pre-Approval Policy

Report of Audit Committee

Audit and Non-Audit Fees

COMPENSATION DISCUSSION AND ANALYSIS ANDEXECUTIVE COMPENSATION

Report of Corporate Governance and Compensation Committee on Executive Compensation

Compensation Discussion and Analysis

Long-Term Incentive Plan Award Policy

Risk Management and Compensation

Summary Compensation Table

Grants of Plan-Based Awards For 2011for 2014

Outstanding Equity Awards Atat December 31, 20112014

Option Exercises and Stock Vested in 20112014

Pension Benefits

Employment Contracts and Potential Payments Upon Termination or Change of Control

OTHER INFORMATION

Transactions with Related Persons

Method of Proxy Solicitation

Section 16(a) Beneficial Ownership Reporting Compliance

Other Matters

Shareholder Proposals

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

WEYCOGROUP, INC.
Glendale, Wisconsin

Notice of the 20122015 ANNUAL MEETING OF SHAREHOLDERS
To be Held May 2, 20125, 2015

The Board of Directors recommends that the shareholders
vote “FOR” items 1 and 2 above.

The Board recommends that you vote “FOR” the election of
of John W. Florsheim, Frederick P. Stratton, Jr. and Cory L. Nettles.

Chairman of Audit Committee
Member of Executive Committee and Corporate Governance and
Compensation Committee

Thomas W. Florsheim, Jr., Age 54, Director since 1996
Chairman of the Board since 2002

Robert Feitler, Age 81, Director since 1964
Chairman of Executive Committee and Corporate Governance and
Compensation Committee
Member of Audit Committee

Tina Chang, Age 40,43, Director since 2007
Member of Executive Committee, Audit Committee, and Corporate Governance and
Compensation Committee

The Board recommends that you vote “FOR” the ratification of the appointment
of Deloitte & ToucheBaker Tilly Virchow Krause, LLP as the Company’s independent registered public
accounting firm for the year ending December 31, 2012.2015.

COMPENSATION DISCUSSION AND ANALYSIS AND
EXECUTIVE COMPENSATION