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 a Party other than the Registrant | ☐ |
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
Zevia PBC
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ | No fee required. |
☐ | Fee paid previously with preliminary materials. |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
15821 Ventura Blvd, Suite 145, Los Angeles,135, Encino, CA 91436
LETTER FROM PADDY SPENCE, OUR CHAIR
2024
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND CHIEF EXECUTIVE OFFICERPROXY STATEMENT
Letter from Our President and Chief Executive Officer |
Dear Zevia Stockholders:
The 20222024 Annual Meeting of Stockholders (the "Annual Meeting"“Annual Meeting”) of Zevia PBC, a Delaware public benefit corporation ("Zevia"(“Zevia” or the "Company"“Company”), will be held at JW MarriottLe Merigot Santa Monica, Le Merigot, located at 1740 Ocean Avenue in Santa Monica, California 90401 on Thursday,Tuesday, June 2, 202211, 2024 at 9:00 a.m., Pacific Time. The attached notice and Proxy Statement describe the formal business to be transacted at the meeting.
Details regarding the Annual Meeting, the business to be conducted at the Annual Meeting, and information about Zevia that you should consider when you vote your shares are described in the accompanying Proxy Statement.
The Annual Meeting is being held so that stockholders may consider the election of 3two Class IIII directors and the ratification of the appointmentselection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.2024. The Board of Directors of the Company (the "Board"“Board”) has determined that the matters to be considered at the Annual Meeting are in the best interests of the Company and its stockholders. For the reasons set forth in the accompanying Proxy Statement, the Board unanimously recommends a vote "FOR"“FOR” each matter to be considered. Such other business will be transacted as may properly come before the Annual Meeting.
Pursuant to the rules promulgated by the U.S. Securities and Exchange Commission rules,(the “SEC”), we have elected to deliverprovide access to our proxy materials to certainby notifying you of the availability of our stockholders overproxy materials on the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On April 22, 2022,or about May 2, 2024, we intend to begin sending to our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice"“Notice”) containing instructions on how to access our Proxy Statement for the Annual Meeting and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.2023. The Notice also provides instructions on how to vote online or by telephone and how to receive a paper copy of the proxy materials by mail.
It is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting in person, we encourage you to submit your proxy as soon as possible.
On behalf of management and our Board of Directors, we thank you for your continued support of Zevia.
By Order of the Board of Directors,
Amy E. Taylor
President and Chief Executive Officer
Encino, California
April 24, 2024
Padraic L. Spence
Chief Executive Officer and Executive Chair of the Board of Directors
Notice of 2024 Annual Meeting of Stockholders |
Los Angeles, CaliforniaTo the stockholders of Zevia PBC (the “Company”), you are cordially invited to attend the Company’s 2024 Annual Meeting of Stockholders (“Annual Meeting”). Please read the entire Proxy Statement carefully before voting.
April 22, 2022
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15821 Ventura Blvd, Suite 145, Los Angeles, CA 91436
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OF ZEVIA PBCMeeting Details
| Date & Time |
| Location |
| Who May Vote |
Tuesday, June 11, 2024 9:00 a.m. Pacific Time | |||||
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1740 Ocean Avenue Santa Monica, | ||||
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ITEMS OF BUSINESS:Items of Business
Proposals | Board Vote Recommendation | |
1 | Election of two Class III members of Zevia PBC's Board of Directors (the “Board”) named, and for the term described, in the Proxy Statement. | “FOR” each director nominee |
2 | Ratification of the selection of Deloitte & Touche LLP as Zevia PBC's independent registered public accounting firm for the fiscal year ending December 31, 2024. | “FOR” |
1. To elect 3 Class I members of Zevia PBC's Board of Directors (the "Board") named, and for the term described, in this Proxy Statement;
2. To ratify the appointment of Deloitte & Touche LLP as Zevia PBC's independent registered public accounting firm for the fiscal year ending December 31, 2022; and
3. To consider suchWe will also conduct any other business as may properly come before the 2022 Annual Meeting of Stockholders (the "Annual Meeting") of Zevia PBC or any adjournment or postponement thereof.
Our Board recommends the approval of each of the first 2 proposals. Such other business will be transacted as may properly comebrought before the Annual Meeting.
WHO MAY VOTE:
Only stockholders of record of our Class A common stock or Class B common stock at the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying Proxy Statement.
Your vote is important.important. Whether or not you plan to attend the Annual Meeting in person or not, we encourage you to vote and submit your proxy by Internet by following the instructions on the Notice of Internet Availability of Proxy Materials that you previously received or, if you received printed copies of the proxy materials, by telephone or by using the proxy card or voting instruction form provided with the printed proxy materials to ensure your shares can be represented and voted at the presence of a quorum.Annual Meeting. You may change or revoke your proxy at any time before it is voted at the Annual Meeting. If you participate in and vote your shares at the Annual Meeting, your proxy will not be used.
By Order of the Board of Directors,
Lorna R. Simms
Senior Vice President, General Counsel and Corporate Secretary
Los Angeles,Encino, California
April 22, 202224, 2024
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ZEVIA PBC
15821 Ventura Blvd., Suite 145
Encino, CA 91436
PROXY STATEMENT
FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS
GENERAL INFORMATION
General Information |
This section is intended to briefly provide general information and address some commonly asked questions regarding our Annual Meeting. They may not address all questions that may be important to you. Please refer to the more detailed information contained elsewhere in this Proxy Statement, appendices and the documents referred to in this Proxy Statement for more information.
Important Notice Regarding the Availability of Proxy Materials for the 20222024 Annual Meeting of Stockholders to Be Held on June 2, 2022.11, 2024.
The Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 20212023 (the “2023 Annual Report”) are available free of charge at www.proxyvote.com.www.proxyvote.com, a site that does not have “cookies” that identify visitors to the site.
What Is the Purpose of These Proxy Materials?
We are making these proxy materials available to you in connection with the solicitation of proxies by the Board of Directors (the "Board"“Board”) of Zevia PBC ("(“we" "us," "our," "Zevia,",” “us,” “our,” “Zevia,” or the "Company"“Company”) for use at the 20222024 Annual Meeting of Stockholders (the "Annual Meeting"“AnnualMeeting”) to be held on June 2, 202211, 2024 at 9:00 a.m. Pacific Time, or at any other time following adjournment or postponement thereof. You are invited to participate in the Annual Meeting and to vote on the proposals described in this Proxy Statement. The proxy materials are first being made available to our stockholders on or about April 22, 2022.24, 2024.
Why Did I Receive a Notice of Internet Availability of Proxy Materials?
Pursuant to U.S. Securities and Exchange Commission ("SEC"(the “SEC”) rules, we are furnishing the proxy materials to our stockholders primarily via the Internet instead of mailing printed copies. This process allows us to expedite to our stockholders’ receipt of the proxy materials, lower the costs of printing and mailing the proxy materials, and reduce the environmental impact of our Annual Meeting. If you received a Notice of Internet Availability of Proxy Materials (the "Notice"“Notice”), you will not receive a printed copy of the proxy materials unless you request one. The Notice provides instructions on how to access the proxy materials for the Annual Meeting via the Internet, how to request a printed set of proxy materials and how to vote your shares.
Who Can Vote?
We have 2two classes of common stock: Class A and Class B, each of which has 1one vote per share on all matters submitted to a vote of stockholders. Only stockholders of record of our Class A common stock and Class B common stock (together, the "Common Shares"“Common Shares”) at the close of business on April 12, 202217, 2024 (the "Record Date"“RecordDate”) are entitled to notice of, and to vote on, the proposals described in this Proxy Statement at the Annual Meeting. At the close of business on the Record Date, there were 38,890,23858,179,676 shares of Class A common stock issued and outstanding and 28,142,350 14,117,351shares of Class B common stock issued and outstanding. Holders of our Class A common stock and Class B common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as provided in our amended and restated certificate of incorporation or as otherwise required by applicable law. Stockholders are not permitted to cumulate votes with respect to the election of directors.
What Is the Difference between Holding Common Shares as a Registered Stockholder and as a Beneficial Owner?
Registered Stockholder: Common Shares Registered in Your Name
If your Common Shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC (formerly American Stock Transfer and Trust Company, LLC,LLC), you are considered to be, with respect to those Common Shares, the registered stockholder, and these proxy materials are being sent directly to you by us.
Beneficial Owner: Common Shares Registered in the Name of a Broker, Fiduciary or Custodian
If your Common Shares are held by a broker, fiduciary or custodian, you are considered the beneficial owner of Common Shares held in "street“street name,"” and these proxy materials are being forwarded to you from that broker, fiduciary or custodian.
What Am I Voting on?
The proposals to be voted on at the Annual Meeting are as follows:
Election of two Class III director nominees named, and for the term described, in this Proxy Statement |
Ratification of the selection of Deloitte & Touche LLP (“Deloitte”) as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. (“Proposal 2”) |
We will also consider such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
How Does the Board Recommend That I Vote?
The Board recommends that you vote your Common Shares "FOR"“FOR” each director nominee in Proposal 1 and "FOR"“FOR” Proposal 2.
What If Another Matter Is Properly Brought before the Annual Meeting?
As of the date of filing this Proxy Statement, the Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named as proxies in the proxy card to vote on such matters in accordance with their best judgment.
What Does It Mean If I Receive More Than One Set of Proxy Materials?
If you receive more than one set of proxy materials, your Common Shares may be registered in more than one name or held in different accounts. Please cast your vote with respect to each set of proxy materials that you receive to ensure that all of your Common Shares are voted.
How Do I Vote?
Registered Stockholder: Common Shares Registered in Your Name
If you are the registered stockholder, you may vote your Common Shares by proxy in advance of the Annual Meeting by Internet (at www.proxyvote.com) or, if you requested paper copies of the proxy materials, by completing and mailing a proxy card or by telephone (at 1-800-690-6903). Even if you plan to attend the Annual Meeting, we recommend that you also submit your vote in advance so that your vote willcan be counted if you later decide not to, or are unable to attend the Annual Meeting. You may also attend the Annual Meeting and vote in person.
Beneficial Owner: Common Shares Registered in the Name of a Broker, Fiduciary or Custodian
If you are the beneficial owner, you may vote your Common Shares online or by returning your voting instruction form, or you may direct your broker, fiduciary or custodian how to vote your Common Shares in advance of the Annual Meeting by following the instructions they provide. If you are the beneficial owner, and attend the Annual Meeting, you must obtain a "legal proxy"“legal proxy” from the bank,custodian, brokerage firm, or other nominee that holds your Common Shares (preferably at least five (5) days before the Annual Meeting) in order to attend, participate in and vote your Common Shares at the meeting.Annual Meeting.
What Happens If I Do Not Vote?
Registered Stockholder: Common Shares Registered in Your Name
If you are the registered stockholder, and do not plan to attend the Annual Meeting, you should vote by proxy usingin one of the enclosed proxy card or vote by proxy via telephone or the Internet.ways described above. If you do not vote by proxy or in person at the Annual Meeting, your Common Shares will not be voted at the Annual Meeting and will not be counted toward the quorum requirement.
Beneficial Owner: Common Shares Registered in the Name of a Broker, Fiduciary or Custodian
If you are the beneficial owner and do not direct your broker, fiduciary or custodian how to vote your Common Shares, your broker, fiduciary or custodian will only be able to vote your Common Shares with respect to proposals considered to be "routine" (which we expect includes Proposal 2).“routine.” Your broker, fiduciary or custodian is not entitled to vote your Common Shares with respect to "non-routine"“non-routine” proposals, (which we expect includes Proposal 1), which we refer to as a "broker“broker non-vote."” Whether a proposal is considered routine or non-routine is subject to stock exchange rules and final determination by the stock exchange. Even with respect to routine matters, some brokers are choosing not to exercise discretionary voting authority. As a result, we urge you to direct your broker, fiduciary or custodian how to vote your Common Shares on all proposals to ensure that your vote is counted.
What If I Sign and Return a Proxy Card or Otherwise Vote but Do Not Indicate Specific Choices?
Registered Stockholder: Common Shares Registered in Your Name
The Common Shares represented by each signed and returned proxy will be voted at the Annual Meeting by the persons named as proxies in the proxy card in accordance with the instructions indicated on the proxy card. However, if you are the registered stockholder and sign and return your proxy card without giving specific instructions, the persons named as proxies in the proxy card will vote your Common Shares in accordance with the recommendations of the Board. Your shares will be counted toward the quorum requirement.
Beneficial Owner: Common Shares Registered in the Name of a Broker, Fiduciary or Custodian
If you are the beneficial owner and sign and returndo not direct your voting instruction form without giving specific instructions,broker, fiduciary or custodian how to vote your Common Shares, your broker, fiduciary or custodian will only be able to vote your shares with respect to proposals considered to be "routine."“routine.” Your broker, fiduciary or custodian is not entitled to vote your Common Shares with respect to "non-routine"“non-routine” proposals, resulting in a broker non-vote with respect to such proposals.
Can I Change My Vote after I Submit My Proxy?
Registered Stockholder: Common Shares Registered in Your Name
If you are the registered stockholder, you may revoke your proxy at any time before the final vote at the Annual Meeting in any of the following ways:
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Complete and submit a new proxy card; but it must bear a later date than the original proxy card. Submit new proxy instructions via telephone or the Internet. Send a timely written notice that you are revoking your proxy to our Corporate Secretary at the address set forth on the first page of this Proxy Statement.Attend the Annual Meeting and vote in person. However, your attendance at the Annual Meeting will not, by itself, revoke your proxy. You should request a ballot at the Annual Meeting. |
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Your last submitted vote is the one that will be counted.
Beneficial Owner: Common Shares Registered in the Name of a Broker, Fiduciary or Custodian
If you are the beneficial owner, you must follow the instructions you receive from your broker, fiduciary or custodian with respect to changing your vote.
What Is the Quorum Requirement?
The holders of a majority of the Common Shares outstanding and entitled to vote at the Annual Meeting must be present at the Annual Meeting, either in person or represented by proxy, to constitute a quorum; provided however, that where a separate vote by a class or series or classes or series is required, a majority of the voting power of the stock of such class or series or classes or series outstanding and entitled to vote on that matter, present in person or represented by proxy, constitutes a quorum entitled to take action with respect to such matter. A quorum is required to transact business at the Annual Meeting.
Your Common Shares will be counted toward the quorum only if you submit a valid proxy (or a valid proxy is submitted on your behalf by your broker, fiduciary or custodian) or if you attend the Annual Meeting and vote. Abstentions and broker non-votes will be counted toward the quorum requirement. If there is no quorum, the chairperson of the Annual Meeting or the holders of a majority of Common Shares present at the Annual Meeting, either personally or by proxy, may adjourn or recess the Annual Meeting until a quorum is present or represented.
How Many Votes Are Required to Approve Each Proposal and How Are Votes Counted?
Votes will be countedtabulated by a representative from Broadridge Financial Solutions, Inc., the Inspector of Elections appointed by the Board forto count the votes at the Annual Meeting.Meeting, and each proposal will be counted separately.
Proposal 1: Election of Directors
We have adopted a majority voting standard for director elections. Each nominee for election as a director in an "uncontested election"“uncontested election” (as is the case for the Annual Meeting), as described in our amended and restated bylaws (the "Bylaws"“Bylaws”), will be elected as a director at the Annual Meeting if the number of votes cast for the nominee's election exceeds the number of votes cast against the nominee's election. Abstentions and broker non-votes, if any, will not be counted as votes cast on the matter and will have no effect on the outcome of the election. We have also adopted a director resignation policy that applies to any incumbent director nominee who does not receive a majority of the votes cast. We do not have cumulative voting rights for the election of directors.
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm
The affirmative vote of at least a majority of Common Shares present or represented at the Annual Meeting and entitled to vote on the matter is required for the ratification of the appointmentselection of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2022.2024. Abstentions have the same effect as a vote "AGAINST"“AGAINST” the matter. Broker non-votes, if any, will have no effect on the outcome.
How Do I Attend the Annual Meeting in Person?
Only stockholders as of the Record Date are entitled to attend the Annual Meeting in person. Admission to the Annual Meeting will be on a first-come, first-served basis. Attendees should bring the appropriate materials described below in order to be admitted to the meeting.
Natural Persons. If you are a registered stockholder, your name will be on a list, and you will be able to gain entry with a government-issued photo identification, such as a driver’s license, state-issued ID card or passport. If you are the beneficial owner, in order to gain entry you must present a government-issued photo identification and proof of beneficial share ownership as of the Record Date that includes the same name that is on your government-issued photo identification. Acceptable forms of proof of beneficial share ownership include your Notice, a copy of your proxy card or voting instruction form, if you received one, or an account or brokerage statement showing share ownership as of the Record Date.
Entities. If you are a director, officer, trustee or other legal representative of an entity that owns shares of the Company, you must present a government-issued photo identification, evidence that you are authorized to act on behalf of the entity at the Annual Meeting and, if the entity is a beneficial owner, proof of the entity’s beneficial share ownership as of the Record Date.
Non-Stockholders. If you are not a stockholder and are not the representative of an entity that owns shares of the Company, you will be entitled to admission only if you are a proxy holder attending in lieu of a stockholder. To gain entry, you must present a government-issued photo identification and either a valid proxy from a registered stockholder authorizing you to vote the stockholder’s shares or, if you are a proxy holder for a beneficial stockholder, a valid legal proxy from the record holder or the bank, brokerage firm or other nominee that holds shares on behalf of the beneficial stockholder.
Directions to the Annual Meeting:
From the south via I-5 North • Take I-5 North to I-405 North toward LAX. • Take I-405 North to I-10 West toward Santa Monica. • Take Exit 1A for 4th St/5th St. • Keep left at the fork, following signs for 4th St. • Turn left onto 4th St. • Turn right at the first cross street onto Olympic Dr. • Turn left onto Ocean Ave. • The hotel is on your immediate right. | From the north via US-101 South • Take US-101 South/Ventura Fwy to I-405 South toward LAX. • Take I-405 South to I-10 West toward Santa Monica. • Take Exit 1A for 4th St/5th St. • Keep left at the fork, following signs for 4th St. • Turn left onto 4th St. • Turn right at the first cross street onto Olympic Dr. • Turn left onto Ocean Ave. • The hotel is on your immediate right. |
Parking Options (please note that the hotel does not offer self-parking)
| Hotel valet |
| Parking structures and lots |
| Metered street parking on Ocean Avenue and nearby streets |
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No cameras, video or recording equipment will be permitted at the Annual Meeting. Many cellular phones have built-in digital cameras, and while these phones may be brought into the Annual Meeting, the camera function may not be used at any time. Additional information regarding the rules and procedures for attending the Annual Meeting will be set forth in our meeting rules of conduct, which will be available to stockholders during the meeting.
Who Is Paying for Thisthe Annual Meeting and the Proxy Solicitation?
We will pay the costs associated with the Annual Meeting and the solicitation of proxies, including the preparation, assembly, printing and mailing of the proxy materials. We may also reimburse brokers, fiduciaries, or custodians for the costtheir reasonable costs of forwarding proxy materials to beneficial owners of Common Shares held in "street“street name." Our” Certain of our employees, officers, and directors may solicit proxies in person, or viaby telephone, electronic communication, or the Internet. We will not pay additional compensation to our employees, officers, and directors for any of these services.
How Can I Find out the Voting Results?
We expect to announce preliminary voting results at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K to be filed with the SEC within 4four (4) business days after the Annual Meeting.
Delivery of Documents to Stockholders Sharing an Address, or "Householding"“Householding”
SEC rules permit companies and intermediaries, such as brokers, to satisfy delivery requirements for proxy materials and notices and send a single set of proxy materials, including the Notice, of Internet Availability of Proxy Materials, this Notice and Proxy Statement and ourthe 2023 Annual Report, on Form 10-K for the fiscal year ended December 31, 2021, to any household at which 2two (2) or more stockholders reside if we believe they are members ofunless contrary instructions have been received from the same family, until such time as one or more of these stockholders notifies us that they wish to receive individual copies.affected stockholders. This process is called "householding"commonly referred to as “householding” and its purpose is to help reduce printingprovides costs savings for companies and mailing costs of proxy materials, as well as conservehelps the environment by conserving natural resources.
This year, a number of brokers with account holders who are our stockholders will be householding our proxy materials. A single Noticecopy of Internet Availability of Proxy Materialsthe proxy materials will be delivered to multiple stockholders sharing an address. Your broker will continue householding until you are notified otherwise by one or until you revoke your consent.more of these stockholders. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Noticecopy of Internet Availability of Proxy Materials,proxy materials, or if your household is receiving multiple copies and you wish to request that future deliveries be limited to a single copy, notify your broker. If you would like to request additional copies of the proxy materials, please send a written request to our Corporate Secretary at the address set forth on the first page of this Proxy Statement, visit www.proxyvote.com, or call 1-800-579-1639 and we will promptly provide them to you.
Availability of Additional Information
We will provide, free of charge, a printed copy of our 2023 Annual Report, on Form 10-K for the year ended December 31, 2021, including exhibits, on the written or oral request of any stockholder of the Company. Please send a written request to our Corporate Secretary at the address set forth on the first page of this Proxy Statement or call the number above.
Forward-Looking Statements.Statements
This Proxy Statement and other Company communications may contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"“Reform Act”), that involve substantial known and unknown risks and uncertainties. These forward-lookingAll statements include bothother than statements of historical information and other information that can be used to infer future performance. While certain information has specifically been identified as being forward-looking in the context of its presentation, we caution you that, with the exception of information that is historical, all the informationfact contained in this Proxy Statement, should be considered to be "forward-looking statements"including statements about our Board of Directors, corporate governance practices, executive compensation program, equity compensation utilization and environmental, social and governance (“ESG”) initiatives, are “forward-looking statements” as referred to in the Reform Act. Without limiting the
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generality of the preceding sentence, any time we use the words "estimate," "project," "intend," "expect," "believe," "anticipate," "continue,"“may,” “will,” “can,” “estimate,” “project,” “intend,” “expect,” “believe,” “anticipate,” “continue,” “plan,” and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature.
Significant factors that could impact our future results are described in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SEC. We assume no obligation (and specifically disclaim any such obligation) to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Website References
Website references throughout this document are inactive textual references and provided for convenience only, and the content on the referenced website is not incorporated herein by reference and does not constitute a part of the Proxy Statement.
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Proposal 1: Election of Directors |
Role of the Board of Directors
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PROPOSAL 1: ELECTION OF DIRECTORS
the Company. Our Board is currently comprised of 10eight (8) members. Our amended and restated certificate of incorporation provides that our Board consists of 3three staggered classes of directors designated as Class I, Class II, and Class III.III, with members of each class holding office for 3-year terms. At the Annual Meeting, 3two Class IIII directors will be elected. Commencing with the annual meeting of stockholders to be held in 2027, directors of each class with 3-year terms shall then expire and all directors shall be elected to hold office for a 3-year term. Each director’s term continues until1-year terms thereafter.
In September 2023, upon recommendation of the election and qualification of his or her successor, or until his or her office is otherwise vacated.
Upon recommendation by our Nominating and Enterprise Risk Management Committee ("(the “Nominating Committee"Committee”), the Board accepted the offer of resignation from Philip H. O’Brien, a Class III director, at which point the Board decreased its size from nine (9) to eight (8) members and the size of Class III from three (3) to two (2) directors.
Director Nomination Process
Criteria for Board Membership
The Nominating Committee evaluates the composition of the Board annually to assess the skills and experience that are currently represented on the Board as a whole, and in individual directors, as well as the skills and experience that the Board may find valuable in the future. The Nominating Committee considers and makes recommendations to the Board regarding the size, structure, composition and functioning of the Board. The Nominating Committee engages in succession planning for the Board and key leadership roles on the Board and its committees. The Nominating Committee is responsible for establishing and overseeing processes and procedures for the selection and nomination of directors, and for developing and recommending Board membership criteria to the Board for approval and periodically reviewing these criteria.
Currently, the Board-approved criteria includes:
Leadership experience financial expertise food, beverage, or consumer products industry experience logistics and distribution experience branding, sales and marketing experience demonstrated commitment to sustainability, including ESG matters a demonstrated commitment to representing the long-term interests of the Company’s stakeholders consistent with the Company’s public benefit corporation status ability to bring unique and diverse perspectives and understandings to the Board
The Nominating Committee reviews the qualifications of director candidates and incumbent directors in light of criteria approved by the Board and recommends the Company’s candidates for nomination to the Board for election by the Company’s stockholders at the annual meeting. In identifying potential candidates for Board membership, the Nominating Committee considers recommendations from various sources, including, from time to time, third-party search firms, to assist it in locating qualified candidates.
The Nominating Committee also considers director candidates recommended by Company stockholders and evaluates them in the same manner as it evaluates candidates recommended from other sources. Any such recommendation by stockholders should be submitted to the Nominating Committee as described under “StockholderCommunications” and should include the same information required under our Bylaws for nominating a director, as described under “Stockholder Proposals and Director Nominations for Next Year's Annual Meeting.”
Board Diversity
The Board is committed to a diversified membership and actively seeks to achieve a variety of occupational and personal backgrounds, including with respect to demographics such as gender, race, ethnicity and national background, geography, age, sexual orientation and other unique and diversified perspectives. As part of the search process for each new director, the Nominating Committee includes women and minorities in the pool of candidates (and instructs any third-party independent search firm engaged by the Committee to do so), and interviews at least one woman and one minority candidate. The Nominating Committee assesses its effectiveness in balancing these considerations in connection with its annual evaluation of the composition of the Board.
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The Nominating Committee considers the Board's overall composition when seeking a potential new candidate, including whether the Board has an appropriate combination of professional experience, skills, knowledge, and variety of viewpoints and backgrounds in light of the Company's current and future business needs. The Nominating Committee also considers, among others, the character, expertise, sound judgment, ability to make independent analytical inquiries, business experiences, understanding of the Company's business environment, ability to make time commitments to the Company, and demonstrated teamwork.
Our Board consists of individuals with diverse and complementary business, leadership, financial, governance and regulatory, industry, and public company operating expertise. Several of our directors have experience on the boards of other companies and organizations, which provide an understanding of different business processes, challenges and strategies.
Director Independence and Independence Determinations
The Company’s Principles of Corporate Governance require that a majority of the Board, and all members of the Company’s Audit, Compensation, and Nominating committees, be comprised of individuals who qualify as an “independent director” as such term is defined by the applicable rules and regulations of the New York Stock Exchange (“NYSE”). This requires an affirmative determination by the Board that each such individual does not have a material relationship with the Company that would impair independence from management. In making these determinations, the Board considered transactions and relationships between the Company and its subsidiaries and affiliates on the one hand and, on the other hand, directors, immediate family members of directors, or entities of which a director or an immediate family member is an executive officer, general partner or significant equity holder. The Board also considered whether there were any transactions or relationships between any of these persons or entities and any members of the Company’s senior management or their affiliates.
Based on an annual evaluation performed, and recommendations made, by the Nominating Committee, the Board affirmatively determined that each of the following members of the Board, including all members serving on the Audit, Compensation, and Nominating committees, is independent of the Company and its management under the standards set forth above. In addition, none of these directors serve as an executive officer of a charitable organization to which the Company made contributions during fiscal year 2023.
Jacqueline J. Hayes | David J. Lee | Rosemary L. Ripley | ||
Andrew Ruben | Julie G. Ruehl | Justin Shaw |
Philip H. O’Brien, our former director, was determined to be independent during the period he served on the Board. The only members of the Board who are not independent are Amy E. Taylor, our current Chief Executive Officer (“CEO”) and the only employee member of the Board, and Padraic L. Spence, our former CEO and current Chair of the Board (the “Chair”).
Service on Other Boards and Audit Committees
Each member of the Board must have the time and ability to make constructive contributions to the Board as well as a clear commitment to fulfilling the fiduciary duties required of directors and serving the interest of the Company’s stockholders. To that end, directors may not serve on more than four public company boards in addition to our Board. The CEO and directors who are executive officers of public companies may not serve on more than two other public company boards, in addition to our Board. In addition, members of the Audit Committee may not serve on the audit committees of more than three other public companies without review and consideration by the Board.
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Majority Vote Standard for Election of Directors
Each director nominee must be elected by a majority of the votes cast in an uncontested election. This means that the number of votes cast “FOR” a director nominee must exceed the number of votes cast “AGAINST” the director nominee. If a nominee who currently serves as a director is not re-elected, Delaware law provides that the director would continue to serve on the Board until his or her successor has been elected and qualified.
Director Resignation Policy
Pursuant to our Principles of Corporate Governance, if a nominee for director is not elected by a majority of the votes cast in an uncontested election and no successor has been elected at such meeting, the director is required to promptly tender his or her resignation to the Nominating Committee. In that situation, the Nominating Committee would make a recommendation to the Board about whether to accept or reject the resignation offer, or whether to take other action. Within ninety (90) days following certification of the election results, the Board would act on the Nominating Committee’s recommendation. If the Board determines that there is a compelling reason for such incumbent director to remain on the Board and does not accept the resignation, the director will continue to serve until his or her successor is duly elected, or his or her earlier resignation or removal. If a director’s resignation is accepted by the Board, then the Board, in its sole discretion, may fill any resulting vacancy or reduce the size of the Board. The director who tenders his or her resignation will not participate in either the Nominating Committee’s or the Board’s decision.
2024 Director Nominees
Upon recommendation by our Nominating Committee, the Board has nominated Andrew "Andy" Ruben, Padraic "Paddy" L. Spence,Jacqueline J. Hayes and Amy E. TaylorJulie G. Ruehl for election as directors each to serve for a term of 3three years (through the 20252027 annual meeting of stockholders) and until their successors have been duly elected and qualified, or until their office is otherwise vacated. Each of the director nominees hasBoth Ms. Hayes and Ms. Ruehl have served on our Board since prior to our initial public offering ("IPO"(“IPO”) in 2021.
Class III Director Nominees
In making these nominations, the Board reviewed the backgrounds, qualifications, attributes, experiences and contributions to the Board of the director nominees. Biographical and other information regarding our director nominees, including the skills and experience considered by our Nominating Committee in determining to recommend them as nominees, is set forth below.
Andrew "Andy" Ruben See also “. Mr. Ruben has served as a member of our Board since the completion of our IPO. He previously served as a member of the Zevia LLC board of directors from December 2020 through the date of the IPO. Mr. Ruben is the founder,Director Independence and since March 2012 has served as Chief Executive Officer and director of Trove Recommerce, Inc. ("Trove"), a company that provides technology, logistics and expertiseIndependence Determinations” above for apparel resale. Prior to Trove, from March 2002 to February 2012, Mr. Ruben served in various roles at Walmart Inc. ("Walmart"), a multinational retail corporation, including as Vice President of Corporate Strategy, Chief Sustainability Officer, Vice President of Private Brand Strategy and Operations, and Vice President of Omni-Channel. During his time at Walmart, he led a number of transformational efforts, including overseeing global corporate strategy, launching Walmart’s sustainability efforts and leading omnichannel and e-commerce efforts. He is a TED speaker and has been recognized professionally as the Sam M. Walton Entrepreneur of the Year, a Retailing Rising Star by Chain Store Age and a 40 Under 40 Business Leader. Mr. Ruben currently serves on the Competitive Council at Cerberus Capital Management. Mr. Ruben earned his B.S. in Engineering and his M.B.A. from Washington University in St. Louis. Mr. Ruben is qualified to serve on our Board as a result of his extensive experience in the retail and consumer packaged goods industry as well as his leadership in corporate sustainability initiatives, including his experience as Chief Executive Officer of Trove.more information.
Jacqueline J. Hayes Age: 56 Director Since 2021 Independent Director Ms. Hayes has served as a member of the Zevia board of directors since March 2021. Ms. Hayes became the Executive Vice President and General Counsel of Studios & Networks for Warner Bros. Discovery, Inc. (“WBD”) resulting from the completed merger of AT&T Inc.’s WarnerMedia unit and Discovery Inc. in April 2022. At WBD, a premier standalone media and entertainment company, Ms. Hayes leads the legal teams of Studios & Networks which supports all U.S. film, television and streaming content production as well as WBD Games, Content Acquisitions, Consumer Products and Global Brands & Experiences. Ms. Hayes previously served as Executive Vice President and General Counsel of business units under Warner Media, LLC, a media and entertainment company, from August 2019 to April 2022. At Warner Media, Ms. Hayes served as chief counsel to three business units including Direct-to-Consumer, Sales and Distribution, and Technology and Operations. Prior to Warner Media, Ms. Hayes served as Senior Vice President and General Counsel of Warner Bros. Home Entertainment Inc., a home video distribution division of Warner Bros. Entertainment, from January 1998 to August 2019. Ms. Hayes served as an associate at three law firms, including Troop Meisinger Steuber and Pasich from January 1996 to January 1998, Goulston and Storrs, P.C. from July 1994 to December 1995, and Moses and Singer from September 1992 to June 1994. Ms. Hayes earned her B.A. from Harvard College and her J.D. from Harvard Law School. Ms. Hayes is qualified to serve on our Board as a result of her broad legal and corporate risk management experience in a consumer-facing business across a variety of business areas, including litigation, regulatory and government relations, mergers and acquisitions, risk management, cyber and IT risk, and legal and corporate governance. Committees: Nominating and Enterprise Risk Management (Chair) Environmental, Social and Governance (member) 7 Julie G. Ruehl Age: 58 Director Since 2021 Independent Director Financial Expert Ms. Ruehl has served as a member of the Zevia board of directors since March 2021. From August 2017 until its acquisition by Carlyle Aviation Partners in August 2021, Ms. Ruehl served as the Chief Financial Officer of Fly Leasing Limited, a global commercial aircraft leasing company. Prior to Fly Leasing, from November 2011 to December 2015, Ms. Ruehl served as the Vice President and Chief Accounting Officer for Big Heart Pet Brands and for its predecessor, Del Monte Corporation, then one of the country’s largest producers, distributors and marketers of premium quality, branded pet products and food products for the U.S. retail market. From May 2005 to October 2011, Ms. Ruehl served in senior financial positions with Del Monte Corporation and its parent, Del Monte Foods Company. From 2002 to 2005, Ms. Ruehl served in senior financial positions with Sanmina Corporation, a global provider of electronics manufacturing services, prior to which she served as an Audit Partner at Arthur Andersen LLP. In December 2023, Ms. Ruehl joined the board of directors of Semtech Corporation, a high-performance semiconductor, IoT systems and cloud connectivity service provider, and was appointed to its audit committee. From November 2021 to January 2024, Ms. Ruehl served on the board of Wizeline, Inc., a global technology services company, where she also served as chair of the audit committee and served as a member of the compensation committee. From March 2022 to November 2023, Ms. Ruehl served on the board of Wine.com, the nation’s leading online wine retailer, and also served as chair of its audit committee. Ms. Ruehl earned her B.S. in Accounting from Louisiana State University. Ms. Ruehl is qualified to serve on our Board as a result of her corporate governance, strategy development, mergers and acquisitions, financial expertise, public accounting and financial reporting experience, including having served as Chief Financial Officer of Fly Leasing, and extensive experience in the consumer-packaged goods industry. Committees: Audit (Chair) Compensation (member) Board Recommendation The Board recommends a vote FORthe election of each of the director nominees set forth above. Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm Our Audit Committee has Stockholder ratification of the selection of Deloitte as the Company’s independent registered public accounting firm is not required by law or our Bylaws. However, we are seeking stockholder ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the Audit Committee will reconsider its selection. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the selection of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders. Principal Accountant Fees and Services The following table summarizes the audit fees billed and expected to be billed by Deloitte for the indicated fiscal years and the fees billed by Deloitte for all other services rendered during the indicated fiscal Year Ended December 31, Fee Category 2021 2020 Total Audit Fees (1) $ 2,742 $ 213 Audit-Related Fees (2) $ - $ - Tax Fees (3) $ 409 $ 9 All Other Fees (4) $ - $ 32 Total Fees $ 3,151 $ 254 Year Ended December 31, Fee Category 2023 2022 Audit Fees(1) $ 933 $ 830 Audit-Related Fees(2) $ — $ — Tax Fees(3) $ 80 $ 345 All Other Fees(4) $ — $ — Total Fees $ 1,013 $ 1,175 (1) Consists of (2) Consists of fees for audits and reviews not required under securities laws, as well as accounting consultations, compilations, and other assurance-related services. (3) Consists of fees for professional services related to preapproved permissible tax compliance and tax consulting services. (4) Consists of fees for Pre-Approval Policies and Procedures Under the Company's Audit and Non-Audit Services Pre-Approval Policy (the The Policy is reviewed from time to time in light of regulatory changes, developments in the Company's business and other factors. Management must obtain the specific prior approval of the Audit Committee for each engagement of our independent auditor to perform other audit-related or non-audit services. The Audit Committee does not delegate its responsibility to approve services performed by our independent auditor to any member of management. The Audit Committee has delegated authority to the Audit Committee chair to pre-approve any audit or non-audit service to be provided to us by our independent auditor, provided that the fees for such services do not exceed 9 Report of the Audit Committee The Audit Committee has reviewed and discussed with management the audited financial statements for the fiscal year ended December 31, Submitted by the Audit Committee of the Board: Julie G. Ruehl (Chair) Rosemary L. Ripley Board Recommendation The Board recommends a vote FORthe ratification of selection of independent registered public accounting firm. 10 Corporate Governance Board Composition Our Board consists of The classification of directors has the effect of making it more difficult for stockholders to change the composition of the Board. Although our Board believes that this is appropriate in the short-to-medium term for our Company following the IPO, in order to balance stockholder interests in the long term and as a matter of good corporate governance, we have adopted an automatic sunset of our classified Board. Commencing with the annual meeting of stockholders to be held in 2027, our Board will be fully declassified so that at and after such meeting, all directors The table below provides summary information about each of our current directors, including Name Age Class Term Expiration Position Committee Membership Jacqueline J. Hayes 54 III 2024 Director Nominating and Enterprise Risk Management Committee Brian W. McGuigan (1) 46 I 2022 Director Audit Committee Philip H. O'Brien 37 III 2024 Lead Independent Director Audit Committee Rosemary L. Ripley 67 II 2023 Director Audit Committee Andrew "Andy" Ruben 49 I 2022 Director Nominating and Enterprise Risk Management Committee Julie G. Ruehl 56 III 2024 Director Audit Committee Justin Shaw 52 II 2023 Director Compensation Committee Padraic "Paddy" L. Spence 54 I 2022 Chief Executive Officer and Amy E. Taylor 50 I 2022 President and Director Quincy B. Troupe 56 II 2023 Director Nominating and Enterprise Risk Management Committee 11 Class I Directors Continuing in Office Age: 51 Director Since 2020 Lead Independent Director Committees: Environmental, Social and Nominating and Enterprise Risk Management (member) Term Expiration: 2025 Padraic "Paddy" L. Spence Age: 56 Director Since 2021 Non-executive Chair of the Board Mr. Spence has served as Chair of the Zevia board of directors since March 2021. Mr. Spence previously served as Zevia’s Chief Executive Officer from March 2021 through July 2022. Prior to this role, he served as the Chief Executive Officer and a member of the board of directors of Zevia LLC, a subsidiary of Zevia PBC, since September 2010, when he acquired the company. Mr. Spence is a twenty-seven-year veteran of the natural and organic products industry. From 2005 to 2009, he served as President of Levlad, a personal care manufacturer known for its natural brand Nature’s Gate. Prior to Levlad, Mr. Spence founded SPINS, LLC, a market research firm for the natural products industry, and served as its Chief Executive Officer from 1995 to 2003, then its Chairman until 2004 when it was sold to private investors. As the CEO of SPINS, he tracked the sales of more than 300,000 natural and organic products. From 1992 to 1995, Mr. Spence served as Vice President of Sales and Marketing for the Kashi Company, a manufacturer of natural cereals. He has also held positions at Harvard Business School’s Division of Research, the Center for Leadership and Career Studies at Emory University, and within the United Parcel Service’s International Marketing department. He previously served as lead independent director for Physicians Formula Inc., a cosmetics company. Mr. Spence earned his A.B. from Harvard College and his M.B.A. from Harvard Business School. Mr. Spence is qualified to serve on our Board as a result of his unique knowledge of our business, his prior experience as a director in a range of public and private companies and his deep experience in the natural and organic products industry. Committees: None Term Expiration: 2025 Amy Taylor Age: 52 Director Since 2021 President, Chief Executive Officer, and Director Ms. Taylor has served as Zevia’s Chief Executive Officer since August 2022, President since June 2021, and as a member of the Zevia board of directors since March 2021. From February 2000 to July 2020, Ms. Taylor served in various roles at Red Bull North America, a beverage company, including as President and Chief Marketing Officer from 2018 to 2020, Executive Vice President and General Manager for the East Business Unit from 2012 to 2018, and Vice President of Marketing from 2007 to 2012. During her time at Red Bull North America, she led the brand’s overall strategic marketing and positioning in the United States and drove sales and marketing collaborations across twelve regions to deliver record-level growth and market share. Prior to joining Red Bull, Ms. Taylor worked in sports marketing. Ms. Taylor earned her B.A. from James Madison University and has completed the Executive Development Program at the Wharton School of the University of Pennsylvania. Ms. Taylor is qualified to serve on our Board as a result of her deep experience in the consumer-packaged goods and beverage industries, as well as her experience advising on consumer marketing and ESG matters. Committees: None Term Expiration: 2025 12 Class II Directors Continuing in Office David J. Lee Age: 52 Director Since 2022 Independent Director Mr. Lee has served as a member of the Zevia board of directors since July 2022, and has over two decades of experience across retail and consumer industries driving business transformation, supply chain optimization, operations and finance. In November 2023, Mr. Lee was appointed as the Chief Operating Officer and Chief Financial Officer of Webtoon, a subsidiary of Naver Corporation, a technology company. He previously served as President of AppHarvest, a leading AgTech and sustainable food company building some of the country’s largest indoor farms leveraging cutting-edge technology, from January 2021 through November 2022, and thereafter served on its board through November 2023. Prior to AppHarvest, Mr. Lee served as the Chief Operating Officer and Chief Financial Officer of Impossible Foods, from December 2015 to January 2021, where he led the business functions to transform it from a pre-revenue to hyper-growth company with global sales and a comprehensive commercial manufacturing and supply chain capability. Prior to Impossible Foods, Mr. Lee was the Chief Financial Officer of Zynga from April 2014 to December 2015 and was responsible for leading the finance and corporate development teams. Mr. Lee previously served as the Senior Vice President of Corporate Finance and Strategy at Best Buy from 2012 to 2014, where he led corporate finance during its turnaround, and as Senior Vice President of Consumer Products along with other various roles at Del Monte Foods from 2004 to 2012, where he ran the global food business from 2008 to 2010. Mr. Lee also spent time helping to turn around PG&E during the California Energy Crisis as Director of Strategic Planning serving as strategy consultant at McKinsey, in venture capital investing at EPVC, and in advertising at the Leo Burnett Company. Mr. Lee is the founder and chair of Inevitable Tech, a private company pioneering technology and plant science to serve the agriculture and food industries. Mr. Lee also currently serves on the board of directors of Benson Hill (NYSE: BHIL), a publicly traded food technology company, and is a Fellow at the Council of Korean Americans and a Fellow of the Network of Korean American Leaders. He earned his M.B.A. from the University of Chicago and a B.A. from Harvard College. Mr. Lee is qualified to serve on our Board as a result of his extensive experience in the consumer-packaged goods industry, operations and supply chain management, business transformation, financial expertise, including serving as chief financial officer for several public companies, strategy development, ESG matters, and governance experience, as well as his leadership on public boards. Committees: Audit (member) Compensation (member) Term Expiration: 2026 Rosemary L. Ripley Age: 69 Director Since 2012 Independent Director Ms. Ripley has served as a member of the Zevia board of directors since February 2012. Ms. Ripley is a seasoned financial executive with experience in the consumer and technology industries. Ms. Ripley joined NGEN Partners, a growth equity investment firm, in November 2006, and currently serves as Managing Director. Ms. Ripley has served and continues to serve on numerous private company boards representing NGEN Partners. From 1990 to 2005, Ms. Ripley was an executive at the Altria Group where she led Corporate Business Development worldwide with a focus on accelerating growth at Kraft Foods and Miller Brewing Company. Prior to joining the Altria Group, she was a senior investment banker with L.F. Rothschild Unterberg Towbin, a leading banker to innovative technology companies. She also co-founded Circle Financial Group, a peer-to-peer network for high net worth women. Ms. Ripley currently serves on the Supervisory Board of Heineken, NV (OTCMKTS: HEINY), a brewing company. She also chairs the board of the Ripley Waterfowl Conservancy, a non-profit for rare and endangered birds. Ms. Ripley earned her B.A. cum laude and M.B.A. from Yale University. Ms. Ripley is qualified to serve on our Board as a result of her extensive growth equity investment experience, financial literacy, ESG matters, experience in the food and beverage and consumer-packaged goods industries, and board and governance experience in the beverage space. Committees: Audit (member) Environmental, Social and Governance (member) Term Expiration: 2026 13 Justin Shaw Age: 54 Director Since 2020 Independent Director Mr. Shaw has served as a member of the Zevia board of directors since December 2020. Mr. Shaw has been designated as a director by Caisse de dépôt et placement du Québec (“CDPQ”), an institutional investor based in Quebec, Canada, and, since October 2019, has served as CDPQ’s Operating Partner, Private Equity, Americas. Prior to CDPQ, he served as a Senior Operating Executive at Cerberus Capital Management for 18 years, where he worked with portfolio companies in various sectors, including aerospace, healthcare, energy, financial services and cybersecurity. Prior to joining Cerberus Capital Management, Mr. Shaw served in senior management roles including as Vice President, Strategy and Supply Chain at the Keane Group, interim Chief Financial Officer at Root9B, Director of Strategy and Development, then Vice President and General Manager at Rosenbluth Interactive. He has also held various leadership positions at IMS Health, Dun and Bradstreet and AlliedSignal. He began his career as a management consultant at Boston Consulting Group. Mr. Shaw currently serves on the boards of directors of Clarios, a business services and industrials company, Save A Lot, a grocery wholesaler and retailer, Shaw Media, a media company, and ICR, LLC, a strategic communications and advisory services company. He previously served on the boards of Navistar Defense, LLC, a military vehicle company, and Root9B LLC, a cybersecurity company. Mr. Shaw earned his B.S. from Harvard University and his M.B.A. from Harvard Business School. Mr. Shaw is qualified to serve on our Board as a result of his experience as an investor in a range of consumer-facing businesses, including previously serving as Chairman of Save A Lot, and his extensive experience in board and governance, operations and supply chain management, risk management, technology, IT and cybersecurity, strategy development and mergers and acquisitions. Committees: Compensation (member) Nominating and Enterprise Risk Management (member) Term Expiration: 2026 See “2024 Director Nominees” for biographies of Assessing the performance of the CEO and other senior Engaging in succession planning for the Board and key management and setting their compensation. leadership roles on the Board and its committees. Planning for CEO and senior management succession and Nominating the Company’s director candidates and appointing overseeing senior management development committee members. Reviewing the Company’s strategies and monitoring their Shaping effective corporate governance. implementation and results. Overseeing the Company’s commitment to its public benefit Overseeing the integrity of the Company’s financial purpose and the performance of its ESG initiatives. statements and the Company’s financial reporting process Providing advice and counsel to management regarding Overseeing the Company’s processes for assessing and significant issues facing the Company and reviewing and managing risk. approving significant corporate actions. Overseeing legal and regulatory compliance. Board Leadership Structure We do not have a formal policy regarding whether the role of the Chair and CEO should be separate or combined. Our Board has determined that we should maintain the flexibility to select the Chair and CEO and reorganize the leadership structure, from time to time, based on criteria that are in the Company’s best interests and the best interests of our stockholders and stakeholders. Accordingly, our Board may periodically review its leadership structure to evaluate whether the structure remains appropriate for the Company. We currently separate the roles of Chair and CEO. The Board believes that separating the roles of CEO and Chair 14 The Board believes that its programs for overseeing risk, as described below, would be effective under a variety of leadership frameworks. Accordingly, the Board’s risk oversight function did not significantly impact its selection of the current leadership structure. Risk Oversight Our Board, as a whole and at the committee level, has oversight responsibility relating to risks that could affect the corporate strategy, business objectives, compliance, operations and the financial condition and performance of the Company. In particular, the Nominating Committee is responsible for overseeing our risk management processes and advising the Board on risk management policies and procedures. In addition, the Nominating Committee receives advice and assistance from the Audit Committee with respect to the assessment of the adequacy of our risk management framework and the identification of financial and non-financial risks, from the Compensation Committee with respect to the identification of risks related to compensation and human capital management and from the Environmental, Social and Governance Committee Director Attendance The Board met eight (8) times during the year ended December 31, 2023. The non-employee directors met in Board Our Board's Padraic "Paddy" L. Spence. Mr. Spence has served as the Chair of the Board and Chief Executive Officer since the completion of our IPO. He previously served as a member of the Zevia LLC board of directors from September 2010, when he acquired the company, through the date of the IPO. Mr. Spence is a 30-year veteran of the natural and organic products industry. From 2005 to 2009, he served as President of Levlad, a personal care manufacturer known for its natural brand Nature’s Gate. Prior to Levlad, Mr. Spence founded SPINS, LLC ("SPINS"), a market research firm for the natural products industry, and served as its Chief Executive Officer from 1995 to 2003, then its Chair until 2004, when it was sold to private investors. As the Chief Executive Officer of SPINS, he tracked the sales of more than 300,000 natural and organic products. From 1992 to 1995, Mr. Spence served as Vice President of Sales and Marketing for the Kashi Company, a manufacturer of natural cereals. He has also held positions at Harvard Business School’s Division of Research, the Center for Leadership and Career Studies at Emory University, and within the United Parcel Service’s International Marketing department. He previously served as lead independent director for Physicians Formula Inc., a cosmetics company. Mr. Spence earned his A.B. from Harvard College and his M.B.A. from Harvard Business School. Mr. Spence is qualified to serve on our Board as a result of his unique knowledge of our business, his prior experience as a director in a range of public and private companies and his deep experience in the natural and organic products industry.Amy E. Taylor. Ms. Taylor has served as our President and member of the Board since the completion of our IPO. She previously served as a member of the Zevia LLC board of directors from March 2021 through the date of the IPO. From February 2000 to July 2020, Ms. Taylor served in various roles at Red Bull, an energy drink company, including as President and Chief Marketing Officer from 2018 to 2020, Executive Vice President and General Manager for the East Business Unit from 2012 to 2018, and Vice President of Marketing from 2007 to 2012. During her time at Red Bull, she led the brand’s overall strategic marketing and positioning in the United States, and drove sales and marketing collaborations across 12 regions to deliver record-level growth and market share. Prior to joining Red Bull, Ms. Taylor worked in sports marketing for 6 years. Ms. Taylor earned her B.A. from James Madison University and has completed the Executive Development Program at the Wharton School of the University of Pennsylvania. Ms. Taylor is qualified to serve on our Board as a result of her deep experience in the beverage industry, as well as her experience advising on marketing and environmental, social, and governance ("ESG") matters.PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMappointedselected Deloitte as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2022.2024. Deloitte has served as our independent registered public accounting firm since our IPO. In this Proposal 2 we are asking stockholders to vote to ratify this selection. Representatives of Deloitte are expected to be present at the Annual Meeting. They will have the opportunity to make a statement, if they desire to do so, and willare expected to be available to respond to appropriate questions from stockholders.year.years. All services associated with such fees were pre-approved by our Audit Committee in accordance with the "Pre-Approval“Pre-Approval Policies and Procedures"Procedures” described below. Fees presented in thousands.______________________aggregate fees billed: $1,958 for professional services and procedures associated with the Company's IPO, including documents filed with the SEC; engagement-related expenses, including technology and administrative charges; and professional services rendered for the auditsaudit of the Company's annual financial statements, and review of quarterly financial statements, and advice on accounting matters directly related to the audit and audit services.preapproved professional services rendered for advice and recommendations regarding the Company's ESG processes and practices.other services."Policy"“Policy”), the Audit Committee will approve, in advance, all audit and permissible non-audit services to be provided by Deloitteour independent auditor and update, as appropriate, policies and procedures for the pre-approval of audit and permissible non-audit services to be provided by Deloitte,our independent auditor, to assure that these services do not impair Deloitte'ssuch auditor's independence.$500,000.$500,000. Any pre-approval of services by the Audit Committee chair pursuant to this delegated authority must be reported to the Audit Committee at its next regularly scheduled meeting.2021.2023. The Audit Committee has discussed with Deloitte, our independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB"(“PCAOB”), including Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the PCAOB, and the SEC. The Audit Committee has also received the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB regarding the firm’s communications with the Audit Committee concerning independence and has discussed with Deloitte the firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board that the audited financial statements be included in our 2021 Annual Report on Form 10-K for the fiscal year ended December 31, 2021.2023.Brian W. McGuiganPhilip H. O’BrienDavid J. Lee6TablePrinciples of ContentsCorporate GovernanceCORPORATE GOVERNANCEOur business affairs are managed under the direction of our Board. Our Board is committed to sound and effective corporate governance policies and high ethical standards and, has adopted a set of Principles of Corporate Governance (the “Governance Principles”) as a flexible framework forwithin which the governanceBoard, assisted by its committees, can direct the affairs and business of the Company, which isengage in meaningful discussions with management to drive long-term growth for the benefit of the stockholders and other stakeholders, provide oversight of the Company’s operating plans and strategic objectives, and strengthen management accountability. The Governance Principles address, among other things, the composition and functions of the Board, director independence, compensation of directors, management succession and review, Board leadership, Board committees and selection of new directors. The Nominating Committee reviews the Governance Principles annually to reflect evolving corporate governance standards identified by stockholders and other stakeholders, and any changes to these Principles are recommended to the Board for review and approval. The Governance Principles are posted on our website located at https://investors.zevia.com, under "Corporate Governance."“Governance.”10eight (8) directors. In accordance with our amended and restated certificate of incorporation and Bylaws, the number of directors on our board of directors will be determined from time to time by the Board. Each director is to hold office until the next election of the class for which such director shall have been chosen and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. Vacancies and newly created directorships on the Board may be filled at any time by the remaining directors, whether resulting from an increase in the number of directors or the death, removal or resignation of a director.Although we have a staggered board, which our Board believes is appropriate in the short-to-medium term for a recent public company, to balance stockholder interests in the long term and as a matter of good corporate governance we have adopted an automatic 6-year sunset. Our amended and restated certificate of incorporation and Bylaws provide that any director may only be removed by the affirmative vote of at least 66 2/3% of the voting power of our outstanding Common Shares and, until the annual meeting of stockholders to be held in 2027, only for cause. Our amended and restated certificate of incorporation provides that the Board is divided into 3three classes of directors, with staggered 3-year terms, with the classes to be as nearly equal in number as possible. As a result, approximately 1/3 of the Board will be elected each year.of each class the term of which shall then expire shallwill be elected to hold office for a 1-year term.terms and will be up for election at each successive annual meeting.3the two Class IIII nominees for election at the Annual Meeting.
Environmental, Social and Governance Committee
Environmental, Social and Governance Committee
Compensation Committee
Nominating and Enterprise Risk Management Committee
Environmental, Social and Governance Committee
Environmental, Social and Governance Committee
Compensation Committee
Nominating and Enterprise Risk Management Committee
Executive Chair of the Board of Directors
Environmental, Social and Governance Committee______________________
(1)Andrew "Andy" RubenOnMr. Ruben has served as a member of the Zevia board of directors since December 2020. As of January 2024, Mr. Ruben serves as Chair of the Board of Directors of Trove Recommerce, Inc. (“Trove”), a company he founded in March 2012 and provides technology, logistics and expertise for apparel resale. Previously, from 2012 to April 5, 2022, Mr. McGuigan notified the Company of his decision not to stand for reelection to the Board at the Annual Meeting. Mr. McGuigan will continue to serveRuben served as a director untiland Chief Executive Officer of Trove, and from May 2022 to December 2023, he served as its Executive Chair. Prior to Trove, from March 2002 to February 2012, Mr. Ruben served in various roles at Walmart Inc., a multinational retail corporation, including as Vice President of Corporate Strategy, Chief Sustainability Officer, Vice President of Private Brand Strategy and Operations, and Vice President of Omni-Channel. During his time at Walmart, he led a number of transformational efforts, including overseeing global corporate strategy, launching Walmart’s sustainability efforts and leading omnichannel and e-commerce efforts. He is a TED speaker and has been recognized professionally as the expirationSam M. Walton Entrepreneur of the Year, a Retailing Rising Star by Chain Store Age and a 40 Under 40 Business Leader. Mr. Ruben currently serves on the Competitive Council at Cerberus Capital Management. Mr. Ruben earned his B.S. in Engineering and his M.B.A. from Washington University in St. Louis. Mr. Ruben is qualified to serve on our Board as a result of his term atextensive experience in the Annual Meeting. Effective upon the electionretail and consumer-packaged goods and beverage industries as well as his leadership in corporate sustainability and ESG initiatives, including his prior experience as Chief Executive Officer of directors at the Annual Meeting, the size of the Board will be reduced to 9 directorsTrove.the size of Class I will be reduced to 3 directors.Governance (Chair)Rosemary L. Ripley. Ms. Ripley has served as a member of our Board since the completion of our IPO. She previously served as a member of the Zevia LLC board of directors from February 2012 through the date of the IPO. She has worked at NGEN Partners, a growth equity investment firm, since November 2006, and currently serves as Managing Director. From 1990 to 2005, Ms. Ripley worked at the Altria Group where she accelerated growth at Kraft Foods and Miller Brewing Company through expansionary growth plans and transformative acquisitions. Prior to joining the Altria Group, she worked as an investment banker at Furman Selz and L.F. Rothschild, Unterberg, Towbin. She co-founded Circle Financial Group (now known as Circle Wealth Management), a multi-family investment advisory firm, where she served as Managing Director from March 2005 to October 2006. Ms. Ripley has served on numerous private company boards. From 2010 until 2021 she served as a member of the board of directors of Nlyte Software, a software company for data centers. She currently sits on the Supervisory Board of Heineken, NV, a brewing company. She also sits on the advisory board of the Yale Center for Business and the Environment and chairs the board of the Ripley Waterfowl Conservancy. Ms. Ripley earned her B.A. and M.B.A. from Yale University. Ms. Ripley is qualified to serve on our Board as a result of her extensive growth equity investment experience, experience in the food and beverage industry and board and governance experience in the beverage space.7ContentsClass III DirectorsJustin Shaw. Mr. Shaw has served as a member of our Board since the completion of our IPO. He previously served as a member of the Zevia LLC board of directors from December 2020 through the date of our IPO. Mr. Shaw has been designated as a director by CDPQ and has served as its Operating Partner, Private Equity, Americas since October 2019. Prior to CDPQ, he served as a Senior Operating Executive at Cerberus Capital Management for 18 years, where he worked with portfolio companies in various sectors, including aerospace, healthcare, energy, financial services and cybersecurity. Prior to joining Cerberus Capital Management, Mr. Shaw served in senior management roles including as Vice President, Strategy and Supply Chain at the Keane Group, interim Chief Financial Officer at Root9B, Director of Strategy and Development, then Vice President and General Manager at Rosenbluth Interactive. He has also held various leadership positions at IMS Health, Dun and Bradstreet and AlliedSignal. He began his career as a management consultant at Boston Consulting Group. Mr. Shaw currently serves on the boards of directors of Clarios, a business services and industrials company, Suez Water Technologies and Solutions, a water treatment company, Cardone Industries, an automotive parts manufacturer, and Shaw Media, a media company. He previously served on the boards of Navistar Defense, LLC, a military vehicle company, and Root9B LLC, a cybersecurity company. Mr. Shaw earned his B.S. from Harvard University and his M.B.A. from Harvard Business School. Mr. Shaw is qualified to serve on our Board as a result of his experience as an investor in a range of consumer-facing businesses, including serving as Chairman of retailer Save A Lot.Quincy B. Troupe. Mr. Troupe has served as a member of our Board since the completion of our IPO. He previously served as a member of the Zevia LLC board of directors from June 2021 through the date of the IPO. Mr. Troupe has served as Senior Vice President of Supply Chain at The Boston Beer Company, a beer brewery, since January 2016. At Boston Beer, he led a multi-year capacity and capability expansion program that enabled Boston Beer to more than double in size and become one of the fastest growing beverage companies in the world, and he contributed to the significant annual savings to help fuel Boston Beer’s continued growth. Mr. Troupe is a 25-year veteran of the consumer packaged goods, food and beverage industry, and has served in a variety of roles including in manufacturing, engineering, supply chain strategy and planning, human resources and enterprise shared services. From 2010 to 2015, he served as Vice President of Supply Chain and subsequently, Vice President of Manufacturing and Supply Chain Strategy for the Pepperidge Farm brand at Campbell Soup Company, a packaged food company. Prior to Campbell Soup, from 1997 to 2010, Mr. Troupe served in various roles at Mars, Incorporated, a packaged food company, including most recently, as Director of Mars Chocolate Innovation and Operating Systems. From 1994 to 1997, Mr. Troupe served as Shift Site Manager and subsequently, Process and Packaging Area Manager at Abbott Laboratories, a medical device company. Mr. Troupe earned his B.S. in Mechanical Engineering from the State University of New York at Stony Brook. Mr. Troupe is qualified to serve on our Board as a result of his extensive experience in the packaged food industry across a variety of roles, including in supply chain strategy and manufacturing.Class III Directors Continuing in OfficeJacqueline J. Hayes. Ms. Hayes has served as a member of our Board since the completion of our IPO. She previously served as a member of the Zevia LLC board of directors from March 2021 through the date of the IPO. Ms. Hayes has served as Executive Vice President and General Counsel of Warner Media, LLC, a media and entertainment company, since August 2019. At Warner Media, Ms. Hayes is chief counsel to 3 business units including Direct-to-Consumer, Sales and Distribution, and Technology and Operations. Prior to Warner Media, Ms. Hayes served as Senior Vice President and General Counsel of Warner Bros. Home Entertainment Inc., a home video distribution division of Warner Bros. Entertainment, from January 1998 to August 2019. Ms. Hayes served as an associate at several law firms, including Troop Meisinger Steuber and Pasich from January 1996 to January 1998, Goulston and Storrs, P.C. from July 1994 to December 1995, and Moses and Singer from September 1992 to June 1994. Ms. Hayes earned her B.A. from Harvard College and her J.D. from Harvard Law School. Ms. Hayes is qualified to serve on our Board as a result of her broad legal and corporate risk management experience in a consumer-facing business across a variety of business areas, including litigation, corporate securities, cyber and IT risk, and corporate governance.Philip H. O'Brien. Mr. O’Brien has served as a member and Lead Independent Director of our Board since the completion of our IPO. He previously served as a member of the Zevia LLC board of directors from December 2020 through the date of the IPO. Since September 2021, Mr. O’Brien has served on the board of directors of Wizeline, Inc, a global technology services company. Mr. O’Brien has been designated as a director by Caisse de Dépôt et Placement du Québec (CDPQ), an institutional investor based in Quebec, Canada, and has served as Senior Director, Private Equity at CDPQ U.S. Inc., a subsidiary of CDPQ, since June 2019. Mr. O’Brien leads direct technology and consumer private equity investing for CDPQ in the U.S. and is based out of New York. Prior to CDPQ, Mr. O’Brien worked from April 2014 to May 2019 at the Abu Dhabi Investment Council (“ADIC”), a sovereign wealth fund, where he served as a Principal and led the firm’s North American direct Private Equity investing activities. Prior to ADIC, Mr. O’Brien worked in private equity investment at Levine Leichtman Capital Partners and The Carlyle Group’s U.S. Buyout Fund. He was also an investment banker within Deutsche Bank Securities’ Industrials Group. Mr. O’Brien previously served on the board of directors of Hilco Trading, LLC, an investment company, from October 2019 to August 2021. Mr. O’Brien earned his B.A. in Economics from Princeton University and his M.B.A. from Columbia Business School. He is also a Chartered Financial Analyst (CFA). Mr. O'Brien is qualified to serve on our Board as a result of his extensive investment and finance experience, as well as his experience in a range of companies in the consumer space.Julie G. Ruehl. Ms. Ruehl has served as a member of our Board since the completion of our IPO. She previously served as a member of the Zevia LLC board of directors from March 2021 through the date of the IPO. Ms. Ruehl most recently served as the Chief Financial Officer of Fly Leasing Limited, a global commercial aircraft leasing company, from August 2017 until its acquisition by Carlyle Aviation Partners in August 2021. From November 2011 to December 2015, Ms. Ruehl served as the Vice President and Chief Accounting Officer for Big Heart Pet Brands and for its predecessor, Del Monte Corporation, then one of the country’s largest producers, distributors and marketers of premium quality, branded pet products and food products for the U.S. retail market. From May 2005 to October 2011, Ms. Ruehl served in senior financial positions with Del Monte Corporation and its parent, Del Monte Foods Company. From 2002 to 2005, Ms. Ruehl served in a senior financial position with Sanmina Corporation, a global provider of electronics manufacturing services, prior to which she served as an Audit Partner at Arthur Andersen LLP. In March 2022, Ms. Ruehl was appointed to the board of Wine.com, the nation's leading online wine retailer, and has been appointed as chair of the audit committee. In November 2021, Ms. Ruehl was appointed to the board of Wizeline, Inc., a global technology services company, and has been appointed as chair of the audit committee. Ms. Ruehl earned her B.S. in Accounting from Louisiana State University. Ms. Ruehl is qualified to serve8on our Board as a result of her financial expertise, including her experience as Chief Financial Officer of Fly Leasing, and extensive experience in the consumer packaged goods industry.Director Nomination ProcessPursuant to the Principles of Corporate Governance, the Nominating Committee seeks to create a board of directors that represents diversity as to age, race, gender, ethnicity, and sexual orientation. While the Board does not have a formal diversity policy, the Board is committed to a diversified membership. The Nominating Committee considers the Board's overall composition when seeking a potential new candidate, including whether the Board has an appropriate combination of professional experience, skills, knowledge, and variety of viewpoints and backgrounds in light of the Company's current and future business needs. The Nominating Committee also considers, among others, the character, expertise, sound judgment, ability to make independent analytical inquiries, business experiences, understanding of the Company's business environment, ability to make time commitments to the Company, demonstrated teamwork, and the ability to bring unique and diverse perspectives and understandings to the Board.Role and Responsibilities of the BoardThe Board, which is elected by the Company’s stockholders, oversees the management of the Company and its business. The Board selects the senior management team, which is responsible for operating the Company’s day-to-day business, and monitors the performance of senior management. Consistent with the oversight function of the Board, the Board’s core responsibilities include:•Assessing the performance of the Chief Executive Officer (the "CEO") and other senior management and setting their compensation.•Planning for CEO and senior management succession and overseeing senior management development.•Reviewing the Company’s strategies and monitoring their implementation and results.•Overseeing the integrity of the Company’s financial statements and the Company’s financial reporting process.•Overseeing the Company’s processes for assessing and managing risk.•Overseeing legal and regulatory compliance.•Engaging in succession planning for the Board and key leadership roles on the Board and its committees.•Nominating the Company’s director candidates and appointing committee members.•Shaping effective corporate governance.•Overseeing the Company’s commitment to its public benefit purpose and the performance of its ESG initiatives.•Providing advice and counsel to management regarding significant issues facing the Company and reviewing and approving significant corporate actions.
ofis appropriate for our current business and operating environment in that this leadership structure allows our CEO to focus on our day-to-day business while allowing our Chair to lead the Board ("Chair") currently is not anin its fundamental role of providing independent director,advice to, and the Board has designated a Lead Independent Director.oversight of, management. The Board has designated Mr. Spence, ourZevia's former CEO and long-standing member of its Board, to serve as Chair. We believe Mr. Spence’s familiarity with the CompanyCompany's business, challenges and opportunities, and extensive knowledge of our industry qualifies him to serve as Chair and combiningbest positions him to guide and focus the roles of CEOBoard's time and Chair allowsattention on matters as appropriate. At this time, Mr. Spence to drive strategyis not independent and agenda setting at the board level while maintaining responsibility for executing that strategy as CEO. In addition, Mr. O'Brien has been designated byindependent directors of the Board have designated, Mr. Ruben to serve as Lead Independent Director. In accordance with our Governance Principles, of Corporate Governance, in such role, Mr. O’BrienRuben has responsibility for: (a) presiding at meetings of the Board at which the Chair is not present, including executive sessions of the independent directors; (b) approving information sent to the Board; (c) approving the agenda and schedule for Board meetings to provide that there is sufficient time for discussion of all agenda items; (d) serving as liaison between the Chair and the independent directors; (e) being available for consultation and communication with major stockholders upon request; and (f) performing such other designated duties as the Board may determine from time to time. The Lead Independent Director also has the authority to call executive sessions of the independent directors.("(“ESG Committee"Committee”) with respect to the identification of risks related to sustainability and corporate social responsibility matters. Our Board focuses its oversight on the most significant risks facing the Company and on its processes to identify, prioritize, assess, manage and mitigate those risks. Our Board and its committees receive regular reports from members of the Company’s senior management on areas of material risk to the Company, including strategic, operational, financial, legal and regulatory risks. While our Board has an oversight role, management is principally tasked with direct responsibility for the management and assessment of risks and the implementation of processes and controls to mitigate their effects on the Company.Director IndependenceThe Board has affirmatively determined that each of Jacqueline J. Hayes, Brian W. McGuigan, Philip H. O’Brien, Rosemary L. Ripley, Andy Ruben, Julie G. Ruehl, Justin Shaw and Quincy B. Troupe do not have relationships that would interfere with the exercise of their independent judgment in carrying out the responsibilities as a director and each qualify as "independent directors" as such term is defined by the applicable rules and9TableA fundamental part of Contentsregulationsrisk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company. The involvement of the New York Stock Exchange ("NYSE"). In making these determinations,Board in setting the Board considered currentCompany’s business strategy is a key part of its assessment of management’s appetite for risk and prior relationshipsdetermination of what constitutes an appropriate level of risk for the Company. The Company’s risk governance is facilitated through a top-down and bottom-up approach, with the tone established at the top by Ms. Taylor, our CEO, and other members of the senior leadership team. The Company conducts an enterprise risk management (ERM) process, led by the Company’s Legal team, where risk is assessed periodically by key management members from each non-employee directorbusiness team and corporate function, and is tasked with Zeviachampioning risk management practices and all other factsintegrating them into their functional business team or function. The Legal team discusses and circumstances deemed relevantmonitors the most significant enterprise risks in determining their independence, including beneficial ownershipa cross-functional setting and evaluates and prioritizes company-wide risks with the senior leadership. The results of our capital stockthe enterprise risk assessment help senior leadership to prioritize the key risks that are first presented to, and evaluated by each non-employee director and the transactions involving them.Criteria for Board MembershipThe Nominating Committee, considers and makes recommendationsthen presented to the Board regarding the size, structure, composition and functioning of the Board. In addition to this annual presentation made to the Nominatingfull Board, the Audit Committee engagesreceives periodic updates on certain risk areas the Board has identified for focus, and the independent directors periodically discuss risk management during executive sessions without management present.succession planning foreight (8) executive sessions during fiscal year 2023. During fiscal year 2023, each member of the Board attended at least 75% of the aggregate number of meetings of the Board and key leadership rolesthe committees on which he or she served during the period in which he or she was on the Board and its committees. The Nominating Committee is also responsible for establishing and overseeing processes and procedures for the selection and nomination of directors, and for developing and recommending Board membership criteriaor committee. Pursuant to the Board for approval and periodically reviewing these criteria. The Board’s criteria include leadership experience; financial expertise; food, beverageGovernance Principles, directors are expected to attend the annual meeting of stockholders absent unusual or consumer products industry experience;branding, sales and marketing experience; logistics and distribution experience; a demonstrated commitment to sustainability, including ESG matters; a demonstrated commitment to representing the long‐term interestsextenuating circumstances. All of the Company’s stakeholders consistent with the Company’s public benefit corporation status; and ability to bring unique and diverse perspectives and understandings to the Board. The Nominating Committee evaluates the composition of the Board annually to assess the skills and experience that are currently representedour directors then serving on the Board as a whole, and in individual directors, as well as the skills and experience that the Board may find valuable in the future.The Nominating Committee reviews the qualificationsattended our 2023 annual meeting of director candidates and incumbent directors in light of criteria approved by the Board and recommends the Company’s candidates for nomination to the Board for election by the Company’s stockholders at the annual meeting. The Nominating Committee also considers director candidates recommended by Company stockholders in accordance with the procedures set forth in the Bylaws and evaluates them in the same manner as it evaluates candidates recommended from other sources.stockholders.DiversityThe Board actively seeks to achieve a diversity of occupational and personal backgrounds on the Board, including diversity with respect to demographics such as gender, race, ethnic and national background, geography, age and sexual orientation and unique and diversified perspectives. As part of the search process for each new director, the Nominating Committee includes women and minorities in the pool of candidates (and instructs any search firm the Committee engages to do so), and interviews at least 1 woman and 1 minority candidate.ResponsibilitiesIn 2021, our Board consisted of individuals with diverse and complementary financial, governance and regulatory, industry, and public company operating expertise. Currently, the Board is made up of 4 women, 4 minorities (including diversity of ethnic background and country of origin, and sexual orientation), and 8 independent directors. Of our 10 directors, 1 is age 61+, 5 are 51-60, and 4 under age 51.Board Committees4four standing committees are the Audit Committee, Compensation Committee, ESG Committee, and Nominating Committee, each of which has the composition and responsibilities described below. The Board delegates various responsibilities and authority to its committees. Members serve on these committees until their resignation or until otherwise determined by our Board. Each of these committees is empowered to retainengage outside advisors and counsel, as it deems appropriate, to assist each committee in its work, regularly reports its activities and actions to the full Board and has a written charter, which are posted on our website located at https://investors.zevia.com, under "Governance."“
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Audit Committee | |
Current Members: Julie G. Ruehl (Chair) David J. Lee (member) Rosemary L. Ripley (member) Number of meetings held in 2023: 10 | The primary
Ms. Ruehl qualifies as an |
Compensation Committee | |
Current Members: Justin Shaw (Chair) David J. Lee (member) Julie G. Ruehl (member) Number of meetings held in 2023: 5 | The primary responsibility of our Compensation Committee is to assist the Board in discharging its responsibilities relating to compensation and other benefits for the Company's Among its duties and responsibilities, the Compensation Committee reviews and approves corporate goals and objectives relevant to the total compensation of the CEO, evaluates the CEO’s performance in light of those goals and objectives and recommends to the independent directors the CEO’s compensation level, and sets compensation for other executive officers and employees at or above the level of Independence
None of the members of our Compensation Committee has at any time during the prior |
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Nominating and Enterprise Risk Management Committee | |
Current Members: Jacqueline J. Hayes (Chair) Andy Ruben (member) Justin Shaw (member) Number of meetings held in 2023: 5 | Our Nominating Committee oversees all aspects of our risk management and corporate governance functions. The Nominating Committee makes recommendations to our Board regarding director candidates and assists our Board in determining its composition and committees. The Nominating Committee, together with the Audit Committee, reviews and discusses the Company’s practices with respect to risk assessment and risk oversight. The Nominating Committee, with the assistance of other Board committees for risk falling within their purview, also oversees major risks arising from the Company's activities and major risks impacting the Company's ability to achieve strategic objectives or opportunities to gain competitive advantage. The Nominating Committee also oversees the Company's crisis management framework and
Each member of |
Environmental, Social and Governance Committee | |
Current Members: Andy Ruben (Chair) Jacqueline J. Hayes (member) Rosemary L. Ripley (member) Number of meetings held in 2023: 5 | Our ESG Committee oversees the Company’s ESG strategies and initiatives, including the Company’s reporting on its ongoing commitment to diversity and inclusion, environmental, health and safety, social responsibility, governance, and other related matters and the Company’s satisfaction of its expected ongoing obligations as a public benefit corporation and a Certified B Corporation.
Each member of the Nominating Committee qualifies as |
Director Compensation
Pursuant to its charter, the Compensation Committee is responsible for periodically reviewing the form and amount of compensation provided to our non-employee directors for their service on the Board and its committees and recommend changes in such compensation to the Board as appropriate. The Compensation Committee, together with its independent compensation consultant, Pearl Meyer, regularly reviews our non-employee directors’ compensation program to ensure that it is appropriate in light of market circumstances and prevailing “best practices’ for corporate governance and to determine its competitiveness against the compensation of the boards of directors of our peer group.
In connection with the departure of Mr. O’Brien in September 2023, the Nominating Committee recommended to the Board certain changes in Board leadership structure and board committee membership which changes were subsequently approved by the Board and, among others, resulted in, Mr. Ruben, being appointed as Lead Independent Director of the Board. In December 2023, the Compensation Committee, together with Pearl Meyer, reviewed the current director compensation and recommended changes to the Director Compensation Policy (the “Policy”). The Board amended the Policy pursuant to which members of the Board who are not employees or officers of the Company, CDPQ, or Laird Norton or their respective affiliates, effective as of January 1, 2024, receive the following compensation:
| Annual Board retainer | $ | 60,000 | |||
| Additional annual retainer for non-executive chair of the Board and Lead Independent Director | $ | 20,000 | |||
| Annual grant of restricted stock units (“RSUs”)(1) | $ | 100,000 | (2) | ||
| Additional annual retainers for committee service | Chair | Member | |||
| Audit Committee | $ | 20,000 | $ | 10,000 | |
| Compensation Committee | $ | 15,000 | $ | 7,500 | |
| Nominating Committee | $ | 10,000 | $ | 5,000 | |
| ESG Committee | $ | 10,000 | $ | 5,000 |
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Annual equity grant of RSUs under the Company's 2021 Equity Incentive Plan |
(2) | An approximate value, |
Under the Policy, cash or equity retainers and fees due for any partial fiscal year of service are calculated and payable on a pro-rated basis. Additionally, directors are reimbursed for reasonable travel and miscellaneous expenses incurred in attending meetings and activities of our Board and its committees. Following our 2023 annual meeting of stockholders, in connection with the terms of the Policy, each eligible member of the Board received a grant of 18,359 RSUs which vest on the earlier of June 15, 2024, or our 2024 annual meeting of stockholders.
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Fiscal Year 2023 Director Compensation Table
The table below sets forth the compensation earned or paid to our directors during the fiscal year ended December 31, 2023 (the “2023 Fiscal Year”). During the 2023 Fiscal Year, Ms. Taylor did not receive any additional compensation for service on our Board. Ms. Taylor’s compensation for the 2023 Fiscal Year is set forth in the Summary Compensation Table in the “Executive Compensation” section below.
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | ||||||
Jacqueline J. Hayes | $ | 55,000 | $ | 85,002 | $ | 140,002 | |||
David J. Lee | $ | 52,116 | $ | 85,002 | $ | 137,118 | |||
Philip H. O’Brien(2) | $ | — | $ | — | $ | — | |||
Rosemary L. Ripley | $ | 55,000 | $ | 85,002 | $ | 140,002 | |||
Andrew “Andy” Ruben | $ | 55,000 | $ | 85,002 | $ | 140,002 | |||
Julie G. Ruehl | $ | 67,500 | $ | 85,002 | $ | 152,502 | |||
Justin Shaw | $ | — | $ | — | $ | — | |||
Padraic “Paddy” L. Spence | $ | 40,000 | $ | 85,002 | $ | 125,002 |
(1) | Amounts in this column represent the grant date fair value of restricted stock units (“RSUs”) granted to the applicable director in 2023, calculated in accordance with FASB Accounting Standards, Codification Topic 718 (“FASB ASC 718”) based on the $4.63 closing price of our Class A common stock on June 15, 2023, the date of grant. For more information regarding the assumptions regarding these calculations, see Note 12 of the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(2) | Mr. O’Brien resigned from the Board effective on
Stock Ownership Guidelines Our non-employee directors are subject to stock ownership guidelines adopted in June 2023. For more information regarding the stock ownership guidelines see “Compensation Policies – Stock Ownership Guidelines” on page 29. Indemnification Agreements We have entered into indemnification agreements with each of our directors and certain officers. The indemnification agreements require the Company to indemnify these directors and officers to the full extent permitted by Delaware law against any and all expenses (including advances of expenses), judgments, fines, penalties, and amounts paid in settlement incurred in connection with any claim against the indemnified person arising out of services as a director, officer, employee, trustee, agent, or fiduciary of the Company or for another entity at the request of the Company, and maintain directors and officers liability insurance coverage.
Other Corporate Governance Practices and Policies Director In accordance with the Governance Principles, the Company has an orientation process for Board members that is designed to familiarize new directors with various aspects of the Company’s business, including strategy, operations, finances, risk management processes, compliance programs, and governance practices. We also encourage our directors to participate in continuing education programs and to stay abreast of corporate governance best practices in order to effectively discharge their duties and for other matters relevant to board services. Our directors are provided updates on corporate governance developments at regularly scheduled Board meetings, as well as membership to a leading professional organization that focuses on educating corporate board members on leading boardroom practices and with access to seminars, webinars, and/or presentations, and related materials that provide additional education, and opportunities to network with other corporate board members. The Company pays for attendance fees to participate in such programs and reimburses the directors for their reasonable out-of-pocket costs associated with attending these programs. Code of Business Conduct and Ethics Our Board has adopted a Code of Business Conduct and Ethics (“Code of Conduct”) that establishes the standards of ethical conduct applicable to all directors, officers and employees of the Company. The Code of Conduct addresses, among other things, conflicts of interest, use of Company systems and corporate assets, legal compliance, inside information, compliance with disclosure controls and procedures and internal controls over financial reporting, corporate opportunities, privacy, confidentiality requirements, and environmental matters. The Audit Committee is responsible for applying and interpreting our Code of Conduct in situations where questions are presented to it. We intend to disclose any amendments to the Code of Conduct or any waivers of its requirements applicable to our principal executive officer, principal financial officer or principal accounting officer or controller on our website at www.investors.zevia.com.
The Company has established a confidential hotline to assist its employees in complying with their ethical and legal obligations and to report suspected violations of applicable laws or Company policies or procedures. The hotline enables employees, vendors and the public to express their concerns about possible violations of law or Company policies by the Company and/or management without fear of retribution or retaliation of any kind. It is the Company’s express policy that no retaliatory action be taken against any employee for using the hotline procedure. The hotline is operated by an independent third party, not by Company personnel. Information about how to access the hotline can be found in our Code of Conduct on our website located at https://investors.zevia.com, under “Governance.” Board and Committee Evaluations The Board Our board evaluations are designed to solicit input and perspective on various topics, including:
The Nominating Committee discusses opportunities and makes recommendations for improvement as appropriate to the full Board, which implements agreed upon improvements. The ability of individual directors to contribute to the Board
Stockholder Management and the Board are committed to a proactive stockholder and investor engagement program. We believe strong corporate governance should include meaningful dialogue with our stockholders and key stakeholders to understand their perspectives on our business and other matters that are important to them. The Board oversees the Company’s stockholder engagement efforts, with support from its committees. During fiscal 2023, members of the senior management team continued their active engagement with stockholders, including regular participation at analyst meetings and industry conferences. Our Investor Relations team communicated with institutional investors throughout the 2023 calendar year to gain their perspectives on current issues and address any questions or concerns. We will continue our stockholder engagement and investor outreach during fiscal year 2024, including our regular participation at industry conferences. To enable the Company to speak with a single voice, as a general matter, senior management serves as the primary spokesperson for the Company and is responsible for communicating with various stakeholders, including
Stockholders, interested stakeholders and parties may communicate with the Board or an individual director by sending written correspondence to the Corporate Secretary at the address set forth on the first page of this Proxy Statement. The Corporate Secretary will review each communication and forward to the Board or the individual director, where appropriate. The purpose of this screening is to allow the Board to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations and hostile communications).
Public Benefit Corporation Report
Public Benefit Corporation Under Delaware law, public benefit corporations are required to identify in their certificate of incorporation the public benefit or benefits they will promote and their directors have a duty to manage the affairs of the corporation in a manner that balances the pecuniary interests of the stockholders, the best interests of those materially affected by the corporation’s conduct and the specific public benefit or public benefits identified in the public benefit corporation’s certificate of incorporation. Zevia PBC was incorporated as a Delaware public benefit corporation on March 23, 2021. Certified B Corporation A certified B Corp is a company that has In order to be designated as a Certified B Corporation, companies are required to assess their positive impact on society and the environment. The assessment evaluates how a company’s operations and business model impacts its workers, customers, suppliers, community and the environment using a 200-point scale. While the assessment varies depending on a company’s size (number of Zevia PBC has been a certified B Corp since June 2021 and was recertified on March 9, 2023, with an increase in score from 82 to 91.2, reflecting our recent ESG improvements as we entered into our second year of operations as a public company. Our Purpose and Values As provided in our amended and restated certificate of incorporation, our public benefit purpose is to: (i) create and provide better-for-you beverages, food or other products that support the health of our consumers and their communities, (ii) promote the well-being of our employees in a supportive and empowering environment, and (iii) forge an enduring profitable business. Our approach is to advance the Zevia purpose with a focus on global health for people and planet, removing sugar from the diets of the communities we serve, and replacing an increasing number of plastic bottles in our market as we continue to take better-for-you beverages mainstream, making them available and affordable to consumers across all income levels. We are guided by our purpose of creating a world of better-for-you flavor, better for the people and the planet. We are dedicated to acting responsibly and committed to creating real ESG impact through combatting the harmful effects of sugar and to support the health of individuals and the communities we serve by creating zero calorie, naturally sweetened beverages. Our focus on ESG impact is core to how we do business, which we believe makes us a more successful company, and these ideals are embodied through our B Corp status. The following is a summary of the areas we are acutely focused on and the progress we have made, which supports each of the public benefit objectives outlined in our amended and restated certificate of incorporation.
To assess our success in achieving our public benefit objectives outlined in our amended and restated certificate of incorporation, our Board carefully considers these objectives through the framework of the focus areas listed above and the interests of each of our stakeholder groups in its oversight of the Company.
The following table sets forth certain information regarding our executive officers as of the date of this Proxy Statement. Our executive officers are appointed by and serve at the discretion of the Board, and each holds office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. No family relationship exists by or among our executive officers and directors.
Executive Compensation Philosophy
The table below sets forth the annual compensation earned by or granted to the
Narrative Disclosure to Summary Compensation Table
Our Executive Compensation Decision-Making Process
independent members of the Board the compensation of the CEO. In
Independent Compensation Consultant.The Compensation Committee has retained Pearl Meyer as its independent compensation consultant to provide advice regarding executive and non-employee director compensation matters. Pearl Meyer generally provides input on the Compensation Peer Group. The Compensation Committee believes benchmarking is a useful method to gauge both the compensation level and compensation mix for executives within competitive job markets that are relevant to the
At the April 2023 Compensation Committee meeting, Pearl Meyer recommended adjustments to the 2022 peer group, including the removal of The Alkaline Water Company Inc., Better Choice Company Inc., Laird Superfood, Inc., and RiceBran Technologies and the addition of Vintage Wine
Estates, Inc., The Vita Coco Company, Inc., and The Real Good Food Company, Inc.. The remaining companies in the 2022 peer group were unchanged and our 2023 peer group was comprised of the following companies:
Employment Letters
Base Salary
Annual Bonus
Long-Term Incentive Compensation
Outstanding Equity Awards at The table below reflects information regarding outstanding stock options
Additional Narrative Disclosure Retirement Benefits The Company has not maintained, and does not currently maintain, a defined benefit pension plan or any non-qualified deferred compensation plans. The Company sponsors the Zevia
Potential Payments Upon Termination or
Severance Agreements . In connection with Mr. DeBow and Ms. Simms are party to severance agreements that provide certain protections in the event of a qualifying termination of employment. Upon the NEO’s termination of employment without cause or resignation for good reason,
executives. The severance agreements subject receipt of the severance benefits by the NEOs to continued compliance with non-competition, non-solicitation, confidentiality, and other standard restrictive covenants. Prior to their terminations, Mr. Troupe and Ms. Beckles were also party to severance agreements with the Company. Mr. Troupe’s separation agreement, described below, superseded the terms of his severance agreement, and Ms. Beckles’ severance agreement terminated without any payout in connection with her resignation. Troupe Separation Agreement. In connection with the termination of his employment, we entered into a separation agreement and general release of claims with Mr. Troupe on July 21, 2023, which provided for his termination of employment effective August 4, 2023. Under the terms of such agreement, Mr. Troupe was entitled to receive: (i) severance payments equal to $196,500, payable in installments over six months; (ii) partially subsidized COBRA premiums for the six-month period following termination; and (iii) accelerated vesting of 18,285 unvested RSUs that were granted on March 17, 2023. Notwithstanding the terms of his severance agreement that was in effect prior to his separation, Mr. Troupe and the Company agreed to limit his severance pay to an amount equal to six months of his then-current base salary and provide for the acceleration of 18,285 RSUs in lieu of receiving an additional six additional months of severance pay. Compensation Programs Risk Assessment In 2023, the independent compensation consultant, Pearl Meyer, conducted a risk assessment of Zevia’s policies and programs relating to the compensation of employees, including those that apply to our executive officers. The Compensation Committee concluded that such programs and practices do not create risks that are reasonably likely to have a material adverse effect on us. We have programs and features that are designed to ensure that our employees, including the NEOs, are not encouraged to take unnecessary risks in managing our business, including:
We periodically monitor our incentive programs throughout the year to ensure that such programs do not encourage undue risk taking and appropriately balance risk and reward consistent with our enterprise risk management efforts.
Compensation Policies Stock Ownership Guidelines.
Until they achieve the requisite ownership level, individuals subject to the stock ownership guidelines are required to hold 50% of Rule 10D-1 Clawback Policy. In 2023, we adopted the Zevia PBC Clawback Policy, which is intended to comply with the requirements of the New York Stock Exchange Listing Standard 303A.14 implementing Rule 10D-1 under the Exchange Act. In the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws, the Company will recover, on a reasonably prompt basis, the excess incentive-based compensation received by any covered executive, including the NEOs, during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated financial statements. Misconduct Clawback Policy. In February 2024, we adopted the Zevia PBC Executive Leadership Recoupment Policy, which provides the Compensation Committee with the ability to recoup time-based and performance-based equity awards and all cash bonuses received during the prior three years in the event any covered executive, including the currently employed NEOs, engages in conduct that constitutes (a) fraud or ethical misconduct contributing to the need for a financial restatement, (b) a willful violation of applicable law or material Company policy, or (c) an act of fraud, breach of fiduciary duty, material act of dishonesty, material misrepresentation or other willful misconduct. Prohibition on Hedging and Pledging. Under our Insider Trading Policy our employees, including our NEOs, officers, directors and consultants, are prohibited from engaging in short-term or speculative transactions in Company securities, including (a) short-term trading (generally defined as selling Company securities within six months following a purchase); (b) short sales (selling Company securities they do not own); (c) transactions involving publicly traded options or other derivatives, such as trading in puts or calls with respect to Company securities; and (d) hedging transactions. Additionally, the Company prohibits its directors and Section 16 officers from pledging Company securities.
The following table sets for information about our Class A common stock that may be issued under equity compensation plans as of December 31,
Security Ownership of Certain Beneficial Owners and Management The following table presents information concerning the beneficial ownership of the shares of our Class A common stock and Class B common stock as of April Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power over securities, including The percentage ownership information shown in the column titled Unless otherwise indicated, the address of each individual listed in this table is the Company’s address set forth on the first page of this Proxy Statement.
We have implemented a written policy, Related Person Transaction Policy and Procedures (the “RPT Policy”), pursuant to which the Audit Committee identifies, reviews and approves or ratifies transactions with our directors, officers and holders of more than 5% of our voting securities and their affiliates. For purposes of Prior to approving any
Other than compensation arrangements, including employment, termination of employment and change in control arrangements, with our directors and executive officers, including those discussed in the sections titled
Stockholder Proposals and Director Nominations for Next Year's Annual Meeting Pursuant to Rule 14a-8 of the Exchange Act, stockholders who wish to submit proposals for inclusion in the proxy statement for the As set forth in our Bylaws, if a stockholder intends to make a nomination for director election or present a proposal for other business (other than pursuant to Rule 14a-8 of the Exchange Act) at the In addition to satisfying the deadlines in the advance notice provisions of our Bylaws, a stockholder who intends to solicit proxies in support of nominees submitted under these advance notice provisions for the Any stockholder proposal must be a proper matter for stockholder action and must comply either with Rule 14a-8 of the Exchange Act or the terms and conditions set forth in our Bylaws, as applicable. We reserve the right to reject, rule out of order or take other appropriate action with respect to any nomination or proposal that does not comply with these and other applicable requirements.
Section 16(a) of the Exchange Act requires our directors, executive officers and persons who beneficially own more than 10% of our outstanding common stock to file initial reports of their ownership of our equity securities and reports of changes in such ownership with the SEC within specified time periods. Based solely on a review of the Section 16(a) reports filed electronically with the SEC during or with respect to fiscal year 2023, we believe that all required reports were filed on a timely basis, except for the following: each of Amy E. Taylor, Denise D. Beckles, Hany Mikhail, Greig P. DeBow, Lorna R. Simms, Quincy B. Troupe, and Rosemary L. Ripley reported one late transaction on a Form 4 due to an administrative error.
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
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