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

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Coffee Holding Co.

COFFEE HOLDING CO., Inc.

INC.

(Name of Registrant as Specified In Its Charter)



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[coffeedef14a002.gif]


Coffee Holding Company Inc.


Roasters & Packers

4401 FIRST AVENUE – P.O. BOX 320208

OUTSIDE N.Y. STATE 1-800-458-2233


Telephone: 718-832-0800

Email: coffeeholding@AOL.com

Fax: 718-832-0892

Web Site:www.Coffeeholding.com




February 27, 2009

COFFEE HOLDING CO., INC.
3475 Victory Boulevard
Staten Island, NY 10314
March 1, 2012
Dear Stockholder:

You are cordially invited to attend the 20092012 Annual Meeting of Stockholders of Coffee Holding Co., Inc. (the “Annual Meeting”) which will be held on Thursday, April 14, 200912, 2012 at 3:00 p.m., local time, at the Hilton Garden Inn New York/Staten Island located at 1100 South Avenue, Staten Island, New York 10314.

The attachedfollowing Notice of Annual Meeting and proxy statement describe the formal business that we will transact at the Annual Meeting. In addition to the formal items of business, management will report on the operations and activities of Coffee Holding and you will have an opportunity to ask questions. Directors and officers of Coffee Holding will be present to respond to any questions stockholders may have.

The Board of Directors of Coffee Holding has determined that a vote for the election of each of the nominees as directors is in the best interests of Coffee Holding and its stockholders and unanimously recommends a vote “FOR” each of the nominees.

The Board of Directors of Coffee Holding has also determined that a vote in favor of the ratification of the appointment of ParenteBeard LLC as Coffee Holding’s independent registered public accounting firm for the fiscal year ended October 31, 2012 is in the best interests of Coffee Holding and its stockholders and unanimously recommends a vote “FOR” the ratification of the appointment of ParenteBeard LLC.
Please complete, sign and returnvote over the enclosed proxy card promptly,Internet by following the instructions provided to you in the Notice of Internet Availability of Proxy Materials, which we will send to you on or before March 1, 2012, whether or not you plan to attend the Annual Meeting. Alternatively, please complete, sign and return the enclosed proxy card if you requested a paper copy and prefer not to vote over the Internet. Your vote is important regardless of the number of shares you own. Voting by proxy will not prevent you from voting in person (provided you follow the revocation procedures described in the accompanying proxy statement) at the Annual Meeting but will assure that your vote is counted if you cannot attend.

On behalf of the Board of Directors and the employees of Coffee Holding, we thank you for your continued support and look forward to seeing you at the Annual Meeting.


Sincerely yours,

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Andrew Gordon

President and Chief Executive Officer







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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


Date:

April 14, 2009

Time:

3:00 p.m., Local Time

Place:

The Hilton Garden Inn New York / Staten Island

1100 South Avenue

Staten Island, New York 10314



Notice of Annual Meeting of Stockholders
Date:Thursday, April 12, 2012
Time:3:00 p.m., Local Time
Place:Hilton Garden Inn
1100 South Avenue
Staten Island, New York 10314
At our 20092012 Annual Meeting, we will ask you to:

1.

Elect three directors to serve for a three-year term to expire at the 20122015 Annual Meeting. The following directors have been nominated by the Nominating and Corporate Governance Committee of the Board of Directors:


·

●Daniel Dwyer

·

●Andrew Gordon

·

●Barry Knepper


2.

  Ratify the appointment of ParenteBeard LLC as Coffee Holding’s independent registered public accounting firm for the fiscal year ended October 31, 2012.

3.  Transact any other business as may properly come before the Annual Meeting.

The Board of Directors recommends that you voteFOR the election of “FOR” each of the nominees to the Board.

proposals at this year’s Annual Meeting.

You may vote at the Annual Meeting (or any adjournment or postponement of the Annual Meeting) if you were a stockholder of Coffee Holding at the close of business on February 20, 2009,21, 2012, the record date. Only stockholders of record at the close of business on the record date are entitled to notice of, and to vote at, the Annual Meeting.

By Order of the Board of Directors,
David Gordon, Secretary
Staten Island, New York
March 1, 2012

By Order of the Board of Directors,

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David Gordon

Secretary


Brooklyn, New York
February 27, 2009

You are cordially invited to attend the Annual Meeting. To be sure your vote countsis counted and assure a quorum, it is important that you vote your shares regardless of the number of shares you own. The Board of Directors urges you to vote over the Internet following the instructions in the Notice of Internet Availability of Proxy Materials or, if you requested a paper copy of the proxy materials, to sign, date and mark the enclosed proxy card promptly and return it into Coffee Holding. Voting over the enclosed envelope.  ReturningInternet or returning the proxy card will not prevent you from voting in person if you attend the Annual Meeting.








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GENERAL INFORMATION

GENERAL

General
Coffee Holding Co., Inc. (“Coffee Holding”) is a Nevada corporation. As used in this proxy statement, “we,” “us” and “our” refer to Coffee Holding. The term “Annual Meeting” as used in this proxy statement refers to the 20092012 Annual Meeting of Stockholders and includes any adjournment or postponement of the meeting.

We have sent you this

Pursuant to the notice and access rules adopted by the Securities and Exchange Commission (“SEC”), Coffee Holding has elected to provide its proxy statement and enclosedannual report to stockholders over the Internet through a “notice only” option. Accordingly, we will mail a Notice of Internet Availability (the “Internet Availability Notice”) on or prior to March 1, 2012 to our stockholders of record and beneficial owners. The Internet Availability Notice provides instructions on how you may access this Proxy Statement and our 2011 Annual Report on the Internet at https://www.iproxydirect.com/JVA or request a printed copy at no charge. In addition, our proxy card becausematerials provide instructions on how you may request to receive, at no charge, all future proxy materials in printed form by mail or electronically by email. Your election to receive proxy materials by mail or email will remain in effect until you revoke it. Choosing to receive future proxy materials by email will save us the cost of printing and mailing documents to stockholders and will reduce the impact of our annual meetings on the environment.
The Board of Directors (the “Board”) is soliciting your proxy to vote at the 20092012 Annual Meeting. This proxy statement summarizes the information you will need to know to cast an informed vote at the Annual Meeting. You do not need to attend the Annual Meeting to vote your shares. You may simply complete, sign and return the enclosed proxy card and your votes will be cast for you at the Annual Meeting. This process is described below in the section entitled “Voting Rights.”

We began mailing this

The proxy statement and the Notice of Annual Meeting and the enclosed proxy card on or about February 27, 2009 to all stockholders entitled to vote.are dated March 1, 2012. If you owned shares of common stock of Coffee Holding at the close of business on February 20, 2009,21, 2012, the record date, you are entitled to vote at the Annual Meeting. On the record date, there were 5,428,7026,385,823 shares of common stock of Coffee Holding outstanding.

PURPOSE OF ANNUAL MEETING

Purpose Of Annual Meeting
At the Annual Meeting, you will be asked to vote (a) to elect three directors, each to serve for a three-year term tothat will expire at the 20122015 Annual Meeting.Meeting; and (b) to ratify the appointment of ParenteBeard LLC as Coffee Holding’s independent registered accounting firm for the fiscal year ending October 31, 2012. The Annual Meeting will be held on Thursday, April 14, 200912, 2012 at 3:00 p.m., local time, at the Hilton Garden Inn New York/Staten Island located at 1100 South Avenue, Staten Island, New York 10314. If you need to obtain directions to the Annual Meeting, please contact Leslie Lutz in our Investor Relations department.

QUORUM

Department at (718) 832-0800 or 1-800-458-2233.

Quorum
A quorum of stockholders is necessary to hold a valid meeting. If the holders of at least a majority of the total number of the outstanding shares of common stock entitled to vote are represented in person or by proxy at the Annual Meeting, a quorum will exist. We will include proxies marked as abstentions and broker non-votes to determine the number of shares present at the Annual Meeting.

VOTING RIGHTS

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Voting Rights
You are entitled to one vote at the Annual Meeting for each share of the common stock of Coffee Holding that you owned as of record at the close of business on February 20, 2009.21, 2012.  The number of shares you own (and may vote) is listed on your proxy card.

You may vote your shares at the Annual Meeting in person, over the Internet or by proxy. To vote in person, you must attend the Annual Meeting and obtain and submit a ballot, which we will provide to you at the Annual Meeting. To vote over the Internet, follow the instructions provided in the Internet Availability Notice. To vote by proxy, you must complete, sign and return the enclosed proxy card. If you properly complete your proxy card and send it to us in time to vote, your “proxy” (one of the individuals named on your proxy card) will vote your shares as you have directed. If you sign the proxy card but do not make specific choices, your proxy will vote your sharesFOR each of the proposals identified in the Notice of the Annual Meeting. If any other matter is presented, your proxy will vote your shares as a majority of the Board of Directors determines. As of the date of this proxy statement, we know of no other matters that may be presented at the Annual Meeting, other than those listed in the Notice of the Annual Meeting.


If you hold your shares through a bank, brokerage firm or other nominee, you should vote your shares in accordance with the steps required by such bank, brokerage firm or other nominee.



1


V

Vote Required
Election of DirectorsThe nominees for director who receive the most votes will be elected. So, if you indicate “withhold authority” for any nominee on your proxy card, your vote will not count “for” or “against” the nominee. You may not vote your shares cumulatively for the election of directors.
Ratification of
Accountants		The affirmative vote of a majority of the votes cast present in person or by proxy at the Annual Meeting and entitled to vote on such proposal is required.  Abstentions and broker non-votes will not affect the results.
OTE REQUIRED

Election of Directors

The nominees for director who receive the most votes will be elected.  So, if you do not vote for a nominee, or you indicate “withhold authority” for any nominee on your proxy card, your vote will not count “for” or “against” the nominee. You may not vote your shares cumulatively for the election of directors.

The Board of Directors has determined that a vote for the election of each of the nominees as directors and the ratification of ParenteBeard LLC as Coffee Holding’s independent registered public accounting firm for the fiscal year ended October 31, 2012 is in the best interests of Coffee Holding and its stockholders and unanimously recommends a voteFOReach of the nominees.  

EFFECTproposals.OF BROKER NON-VOTES


Stockbroker voting and Effect of Broker Non-Votes

Under the rules of the New York Stock Exchange (“NYSE”), member stockbrokers who hold shares of common stock in “street name” for customers are required to obtain directions from their customers on how to vote the shares. The NYSE rules permit brokers to vote shares on certain proposals when they have not received direction from their clients. The staff of the NYSE, prior to each annual meeting of Coffee Holding, informs stockbrokers of those proposals on which they are entitled to vote the undirected shares. Member stockbrokers are not permitted to vote on Proposal 1 to elect the three directors unless provided with specific instructions by their clients.

If your broker holds shares that you own in “street name,” the broker may vote your shares on the proposal listed above even if the broker does not receive instructions from you. If your brokerstockbroker does not vote on a proposal, this will constitute a “broker non-vote.” A broker non-vote would have no effect on the outcome of Proposal 1 because only a plurality of votes cast is required to elect a director. However, broker non-votes will count towards determining the number of shares present at the Annual Meeting for the purpose of establishing a quorum.

CONFIDENTIAL VOTING POLICY

We maintain a policy of keeping stockholder votes confidential.  We only let our Inspector of Election examine

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Changing Your Vote after Voting over the voting materials.  We will not discloseInternet or Revoking Your Proxy
You may change your vote to management unless it is necessary to meet legal requirements.  We will, however, forward any written comments thatby voting in person at the Annual Meeting even if you previously voted over the Internet. Alternatively, you may have to management.

REVOKING YOUR PROXY

change your vote by contacting Issuer Direct Corporation, whose contact information will be provided in the Internet Availability Notice, and then re-voting over the Internet following the instructions provided.

You may revoke your proxy at any time before it is exercised by:

·

filing with our Secretary a letter revoking the proxy;

·

submitting another signed proxy with a later date; or

·

attending the Annual Meeting and voting in person, provided you file a written revocation with the Secretary of the Annual Meeting prior to the voting of such proxy.

·
filing with our Secretary a letter revoking the proxy;
·
submitting another signed proxy with a later date; or
·
attending the Annual Meeting and voting in person, provided you file a written revocation with the Secretary of the Annual Meeting prior to the voting of such proxy.
If your shares are not registered in your own name, you will need appropriate documentation from your stockholder of record to vote personally at the Annual Meeting.Examples of such documentation include a broker’s statement, letter or other document that will confirm your ownership of shares of Coffee Holding.

SOLICITATIONOF PROXIES

Solicitation of Proxies
Coffee Holding will pay the costs of soliciting proxies from its stockholders. Directors, officers or employees of Coffee Holding may solicit proxies by mail, telephone or other forms of communication. We will also reimburse banks, brokers, nominees and other fiduciaries for the expenses they incur in forwarding the proxy materials to you.

OBTAINING AN ANNUAL REPORT ON FORM

Obtaining Copies of the Proxy Materials or the Annual Report on Form 10-K

If you would like a full set copy of the proxy materials in the future or if you would like a copy of our Annual Report on Form 10-K and audited financial statements for the fiscal year ended October 31, 2008,2011 (without exhibits), which was filed with the Securities and Exchange CommissionSEC on January 29, 2009,30, 2012, we will send you one (without exhibits)a copy free of charge.charge via mail or email. Please write to:

to or call:

David Gordon, Secretary

Coffee Holding Co., Inc.

4401 First Avenue

Brooklyn,

3475 Victory Boulevard
Staten Island, New York 11232



2


10314
(718) 832-0800
6

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON APRIL 14, 2009

Our 2009 Notice of Annual Meeting and Proxy Statement and 2008 Annual Report to Stockholders are available at www.coffeeholding.com under “Investor Relations – Annual Report.”

Please see “General Information” beginning on page 1 of this Proxy Statement for the following information:

·

Date, time and location of the 2009 meeting.

·

How to obtain directions to the meeting.

·

How to vote in person at the meeting.

·

An identification of each separate matter to be acted on at the meeting.

·

The recommendation of the Board of Directors regarding those matters.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the number of shares of Coffee Holding’s common stock, par value $0.001 per share, beneficially owned by (i) each person known to be the owner of 5% or more of our common stock (ii) each director and nominee, (iii) the named executive officers identified in the Summary Compensation Table included elsewhere in this proxy statement and (iv) all directors and executive officers of Coffee Holding as a group, as of January 30, 2009.February 22, 2012. The percent of common stock outstanding was based on a total of 5,428,7026,385,823 shares of Coffee Holding’s common stock outstanding as of January 31, 2008.February 22, 2012. Except as otherwise indicated, each person shown in the table has sole voting and investment power with respect to the shares of common stock listed next to his or her name. The address for each person shown in the table is c/o Coffee Holding Co., Inc., 4401 First Avenue, Brooklyn,3475 Victory Boulevard, Staten Island, New York 11232.

Name

Position

Amount and Nature

of Beneficial

Ownership

Percent of

Common Stock

Outstanding

Andrew Gordon

President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director

  1,034,908(1)

19.1

David Gordon

Senior Vice President – Operations, Secretary and Director

  1,024,908

18.9

Gerard DeCapua

Director

1,300

*

Daniel Dwyer

Director

  1,300

*

Barry Knepper

Director

  6,000

*

John Rotelli

Director

  100

*

Robert M. Williams

Director

  700

*

Rachelle Gordon

 

  1,099,784(2)

20.3

Sterling Gordon

 

  1,099,784(3)

20.3

All directors and executive officers as a group (7 persons)

 

 2,069,216

38.1

———————

(1)

Includes 784,939 shares owned by Mr. Gordon directly and 249,969 shares owned by the Andrew Gordon Grantor Retained Annuity Trust of which Andrew Gordon is the grantor, beneficiary and trustee, with sole power to vote and dispose of the shares.

(2)

Includes 450,092 shares owned by Mrs. Gordon directly and 649,692 shares owned by Mrs. Gordon’s husband, Sterling A. Gordon.  Mrs. Gordon is the mother of Andrew Gordon and David Gordon.

(3)

Includes 649,692 shares owned by Mr. Gordon directly and 450,092 shares owned by Mr. Gordon’s wife, Rachelle L. Gordon.  Mr. Gordon is the father of Andrew Gordon and David Gordon.



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10314.
Name Position Amount and Nature of Beneficial Ownership  Percent of Common Stock Outstanding (%) 
Directors and Executive Officers          
Andrew Gordon 
President, Chief Executive Officer,
Chief Financial Officer, Treasurer
and Director
  892,908(1)  13.98 
David Gordon 
Senior Vice President – Operations,
Secretary and Director
  944,908(2)  14.80 
Gerard DeCapua Director  100   * 
Daniel Dwyer Director  1,000   * 
Barry Knepper Director  0   0 
John Rotelli Director  100   * 
Robert M. Williams Director  700   * 
All directors and executive
officers as a group (7 persons)
    1,839,716   28.8 
_______
* Less than 0.1%
(1)  Includes 772,908 shares owned indirectly by Mr. Gordon through A. Gordon Ventures LLC and 120,000 shares are held by Mr. Gordon as custodian for his minor children.
(2)  Includes 764,908 shares owned by Mr. Gordon directly and 180,000 shares held by Mr. Gordon as custodian for his minor children.
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DISCUSSION OF PROPOSAL RECOMMENDED BY THE BOARD OF DIRECTORS

PROPOSAL

Proposal 1

ELECTION OF DIRECTORS

Election of Directors
The Nominating and Corporate Governance Committee of the Board of Directors has nominated three persons for election as directors at the Annual Meeting. Each nominee is currently serving on Coffee Holding’s Board of Directors.Board. If you elect the nominees, they will hold office until the annual meeting in 2012,2015 or until their successors have been elected and qualified or they are otherwise unable to complete their term.

Nominees:

·

Daniel Dwyer

·

Andrew Gordon

·

Barry Knepper


We know of no reason why any nomineeof the nominees may be unable to serve as a director. If any nomineeof the nominees is unable to serve, your proxy may be voted for another nominee proposed by the Nominating and Corporate Governance Committee. If for any reason these nominees prove unable or unwilling to stand for election, the Nominating and Corporate Governance Committee will nominate alternates or reduce the size of the Board to eliminate the vacancy.

The Board of Directors unanimously recommends a vote “FOR” all of the nominees for election as directors.



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INFORMATION ABOUT BOARD OF DIRECTORS AND MANAGEMENT

BOARD OF DIRECTORS

Individuals Serving on the Board of Directors
Coffee Holding’s Board of Directors currently consists of seven members. Coffee Holding’s Amended and Restated Articles of Incorporation and Bylaws provide that the Board shall be divided into three classes. The Board of Directors has nominated twothree directors for election at the 20092012 Annual Meeting.

Name

Age(1)

Term Expires

Position(s) Held With
Coffee Holding

Director Since

Nominees:

 

 

 

 

Andrew Gordon

47

2009

President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director

1997

Barry Knepper

58

2009

Director

2005

Daniel Dwyer

52

2009

Director

1998

Continuing Directors:

 

 

 

 

David Gordon

44

2011

Executive Vice President – Operations, Secretary and Director

1995

Gerard DeCapua

47

2010

Director

1997

John Rotelli

50

2011

Director

2005

Robert M. Williams

49

2010

Director

2005

__________________

Name 
Age
(1)
 Term Expires 
Position(s) Held With
Coffee Holding
 
Director
Since
Nominees:        
Daniel Dwyer 55 2012 Director 1998
Andrew Gordon 50 2012 President, Chief Executive Officer, Chief 1997
      Financial Officer, Treasurer and Director  
Barry Knepper 61 2012 Director 2005
Continuing Directors:        
David Gordon 47 2014 Executive Vice President – 1995
      Operations, Secretary and Director  
John Rotelli 53 2014 Director 2005
Gerard DeCapua 50 2013 Director 1997
Robert M. Williams 52 2013 Director 2005
_______
(1)

As of January 30, 2009.

31, 2012.

The principal occupation and business experience of each nominee for election as director and each continuing director are set forth below. Unless otherwise indicated, each of the following persons has held his present position for at least the last five years.


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Gerard DeCapua has served as a director of Coffee Holding since 1997. Mr. DeCapua has had his own law practice in Rockville Centre, New York since 1986. Mr. DeCapua received his law degree from Pace University.

We believe that Mr. DeCapua’s legal experience brings significant knowledge regarding legal issues Coffee Holding faces and provide him with the skills and qualifications to serve as a director.

Daniel Dwyerhas served as a director of Coffee Holding since 1998. Mr. Dwyer has been a senior coffee trader at Rothfos Corporation, a green coffee bean supplier, since 1995. Mr. Dwyer is responsible for our account with Rothfos. We paid Rothfos approximately $13.8$16.7 million, $15.4$19.3 million and $24.2$25.3 million for green coffee purchases in fiscal 2006, 20072009, 2010 and 2008, respectively, and expect to pay Rothfos a similar amount in fiscal 2009.2011 respectively.  All purchases are made on arms’ length terms.

We believe that Mr. Dwyer’s experience with the coffee industry will enable him to provide the Board with beneficial insight for Coffee Holding’s business development and strategy. Mr. Dwyer’s relationship with Rothfos has helped to foster a beneficial relationship between Rothfos and Coffee Holding. Mr. Dwyer serves on the board of directors of the National Coffee Association.

Andrew Gordonhas been the Chief Executive Officer, President, Treasurer and a director of Coffee Holding since 1997 and its Chief Financial Officer since November 2004. He is responsible for managing Coffee Holding’s overall business and has worked for Coffee Holding for over 2328 years, previously as a Vice President from 1993 to 1997. Mr. Gordon has worked in all capacities of Coffee Holding’s business and serves as the direct contact with its major private label accounts. Mr. Gordon received his Bachelor of Business Administration degree from Emory University. He is the brother of David Gordon.



5


Through his experience as President and Chief Executive Officer of the Company, as well as his 28 years of service with the Company, Mr. Gordon has demonstrated the requisite qualifications and skills necessary to serve as an effective director. We believe Mr. Gordon’s extensive experience with, and institutional knowledge of, Coffee Holding and the industry is an integral contribution to Coffee Holding’s current successes and its ability to grow and flourish in the industry.

David Gordonhas been the Executive Vice President – Operations, Secretary and a director of Coffee Holding since 1995. He is responsible for managing all aspects of Coffee Holding’s roasting and blending operations, including quality control, and has worked for Coffee Holding for over 2528 years, previously as an Operating Manager from 1989 to 1995. He is a charter member of the Specialty Coffee Association of America.America (“SCAA”). Mr. Gordon attended Baruch College in New York City. He is the brother of Andrew Gordon.

Through his 28 years of service with the Company, Mr. Gordon has demonstrated the requisite qualifications and skills necessary to serve as an effective director. We believe Mr. Gordon’s extensive institutional knowledge and leadership are invaluable to Coffee Holding’s current and future successes. Mr. Gordon’s leadership, as demonstrated by the launch of the Specialty Green segment of the business as well as the founding of the SCAA, is a valuable resource for Coffee Holding’s business development and future strategy.

Barry Knepperhas served as a director of Coffee Holding since 2005. From July 2004 to the present, Mr. Knepper has been the President and Chief Executive Officer of CFO Business Solutions, a management consulting firm. Mr. Knepper was the Chief Financial Officer for TruFoods Corporation, a growth oriented franchise management company from April 2001 through June 2004. From January 2000 through March 2001, he was the Chief Financial Officer of Offline Entertainment, an early stage television and motion picture production company. From 1982 through 1999, he served as the Chief Financial Officer of Unitel Video, Inc., a publicly tradedpublicly-traded nationwide high tech service company in the television, film and new media fields.

We believe that Mr. Knepper’s diversified financial, accounting and business expertise provide him with the qualifications and skills to serve as a director.

John Rotellihas served as a director of Coffee Holding since 2005. Mr. Rotelli has over twenty fivethirty-four years of experience in the green coffee industry business consisting of procurement from growing countries, every aspect of traffic and warehousing, quality analysis, and knowledge of both suppliers and competitors.  Mr. Rotelli is currently the Vice President of L.J. Cooper Company, one of the largest green coffee brokers and agents in North America.  He is also Vice Chairmana director of the Green Coffee Association.

Mr. Rotelli’s industry and business experience provides the Board with valuable expertise within the coffee industry as well as beneficial relationships that can help form new beneficial relationships for Coffee Holding.

Robert M. Williamshas served as a director of Coffee Holding since 2005. Mr. Williams has been a principal of R. Madison, Inc., a national sales, distribution, sourcing and business development firm, since 2003. From 2002 to 2003, he was the Executive Vice President, Sales & Marketing for Lodis Corporation, a fine leather goods manufacturer. From May 2001 to January 2002, he was the Vice President of Sales, Central & Eastern North America, of Hartmann, Inc., the leather and luggage goods division of Brown-Forman Corporation, and from 1997 to May 2001 he served as its Director, Personal Leather Goods & Accessories. Mr. Williams received a Bachelor of Science, Business Administration, Marketing from the University of South Carolina, Columbia in 1981.

The We believe that Mr. Williams’s diverse experience in retail sales, manufacturing, importing and distribution of consumer goods, and related leadership experience will enable him to serve as an effective director.

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Board of Directors Operations and Meetings
The Board oversees our business and monitors the performance of our management. In accordance with our corporate governance procedures, the Board of Directors does not involve itself in the day-to-day operations of Coffee Holding. Our executive officers and management oversee our day-to-day operations. Our directors fulfill their duties and responsibilities by attending regular meetings of the Board, which are held on a quarterly basis.Board. Our directors also discuss business and other matters with other key executives and our principal external advisers (legal counsel, auditors, financial advisors and other consultants).

The Board of Directors held one meeting3 meetings and acted by written consent 3 times during the fiscal year ended October 31, 2008.  Except Mr. Williams, each2011. Each director attended at least 75% of the meetings of the Board, of Directors, plus meetings of committees on which that particular director served during this period.

CORPORATE GOVERNANCE

Corporate Governance
Coffee Holding is committed to establishing and maintaining high standards of corporate governance. Our executive officers and the Board have worked together to construct a comprehensive set of corporate governance initiatives that we believe will serve the long-term interests of our stockholders and employees. We believe these initiatives comply fully with the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Securities and Exchange CommissionSEC adopted thereunder. In addition, we believe our corporate governance initiatives fully comply with the rules of the AmericanNasdaq Stock Exchange.Market LLC (“Nasdaq”). The Board will continue to evaluate, and improve upon as appropriate, our corporate governance principles and policies.



6


CODE OF ETHICS

Code of Ethics
The Board has adopted a Code of Conduct and Ethics that applies to each of our directors, officers and employees. The Code of Conduct and Ethics sets forth our policies and expectations on a number of topics, including:

·

acceptance of gifts;

·

financial responsibility regarding both personal and business affairs, including transactions with Coffee Holding;

·

personal conduct, including ethical behavior and outside employment and other activities;

·

affiliated transactions, including separate identities and usurpation of corporate opportunities;

·

preservation and accuracy of Coffee Holding’s records;

·

compliance with laws, including insider trading compliance;

·

preservation of confidential information relating to our business and that of our clients;

·

conflicts of interest;

·

the safeguarding and proper use of our assets and institutional property;

·

code administration and enforcement;

·

reporting, investigating and resolving of all code violations; and

·

code-related training, certification of compliance and maintenance of code-related records.

·   
acceptance of gifts;
·   financial responsibility regarding both personal and business affairs, including transactions with Coffee Holding;
·   personal conduct, including ethical behavior and outside employment and other activities;
·   affiliated transactions, including separate identities and usurpation of corporate opportunities;
·   preservation and accuracy of Coffee Holding’s records;
·   compliance with laws, including insider trading compliance;
·   preservation of confidential information relating to our business and that of our clients;
·   conflicts of interest;
·   the safeguarding and proper use of our assets and institutional property;
·   code administration and enforcement;
·   reporting, investigating and resolving of all code violations; and
·   code-related training, certification of compliance and maintenance of code-related records.
10
The Audit Committee of our Board of Directors reviews the Code of Conduct and Ethics on a regular basis, and will propose or adopt additions or amendments to the Code of Conduct and Ethics as appropriate. The Code of Conduct and Ethics is available on our website at www.coffeeholding.com under “Investor Relations - Corporate Governance.” A copy of the Code of Conduct and Ethics may also be obtained free of charge by sending a written request to:

David Gordon, Secretary

Coffee Holding Co., Inc.

4401 First Avenue

Brooklyn, 3475 Victory Boulevard Staten Island, NY 11232

INDEPENDENT DIRECTORS

10314

Independent Directors
We use the American Stock Exchange’sNasdaq’s definition of independence to determine the independence of our directors. For a director to be “independent” under The American Stock Exchange’sNasdaq’s rules, the director must not be an executive officer or employee of Coffee Holding or any of its subsidiaries, and must not have a relationship that, in the opinion of the Board, of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The American Stock Exchange’sNasdaq’s rules also expressly provide that the following persons cannot be considered independent:

·

a director who is, or during the past three years was, employed by Coffee Holding or by any subsidiary of Coffee Holding;

·

a director who accepts or who has a family member who accepts any payments from Coffee Holding or any subsidiary of Coffee Holding in excess of $60,000 during the current fiscal year or any of the past three fiscal years, other than (1) payments for board service, (2) payments arising solely from investments in Coffee Holding’s securities, (3) compensation paid to a family member who is a non-executive employee of Coffee Holding, (4) compensation received for former service as an interim Chairman or Chief Executive Officer, (5) benefits under a tax-qualified retirement plan, (6) non-discretionary compensation or (7) loans permitted under Section 13(k) of the Securities Exchange Act of 1934;

·

a director who is a family member of an individual who is, or during the past three years was, employed by Coffee Holding or by any subsidiary of Coffee Holding as an executive officer;

·

a director who is, or has a family member who is, a partner in, or a controlling stockholder or an executive officer of, any organization to which Coffee Holding made, or from which Coffee Holding received, payments for property or services (other than those arising solely from investments in Coffee Holding’s securities or payments under non-discretionary charitable contribution matching



7


programs) that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, in the current fiscal year or any of the past three fiscal years;

·

a director of Coffee Holding who is employed, or has a family member who is employed, as an executive officer of another entity where any of the executive officers of Coffee Holding serve on the compensation committee of such other entity, or if such relationship existed during the past three years; or

·

a director who is, or has a family member who is, a current partner of Coffee Holding’s registered independent public accountants, or was a partner or employee of Coffee Holding’s registered independent public accountants, and worked on Coffee Holding’s audit during the past three years.

independent.

·  a director who is, or during the past three years was, employed by Coffee Holding or by any subsidiary of Coffee Holding;
·  a director who accepts or who has a family member who accepts any payments from Coffee Holding or any subsidiary of Coffee Holding in excess of $120,000 during the current fiscal year or any of the past three fiscal years, other than (1) payments for Board service, (2) compensation paid to a family member who is a non-executive employee of Coffee Holding; or (3) benefits under a tax-qualified retirement plan or non-discretionary compensation;
·  a director who is a family member of an individual who is, or during the past three years was, employed by Coffee Holding or by any subsidiary of Coffee Holding as an executive officer;
·  a director who is, or has a family member who is, a partner in, or a controlling stockholder or an executive officer of, any organization to which Coffee Holding made, or from which Coffee Holding received, payments for property or services (other than those arising solely from investments in Coffee Holding’s securities or payments under non-discretionary charitable contribution matching programs) that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, in the current fiscal year or any of the past three fiscal years;
·  a director of Coffee Holding who is employed, or has a family member who is employed, as an executive officer of another entity where any of the executive officers of Coffee Holding serve on the compensation committee of such other entity, or if such relationship existed during the past three years; or
·  a director who is, or has a family member who is, a current partner of Coffee Holding’s registered independent public accountants, or was a partner or employee of Coffee Holding’s registered independent public accountants, and worked on Coffee Holding’s audit during the past three years.
The Board of Directors has determined that Gerard DeCapua, Barry Knepper, John Rotelli and Robert M. Williams, a majority of the board,Board, are “independent” directors under the American Stock Exchange’sNasdaq’s rules.

Consistent with the American Stock Exchange’sNasdaq’s rules, independent directors meet in regularly scheduled executive sessions without non-independent directors. The independent directors have selected Barry Knepper to serve as the presiding director at the executive sessions for the 20092012 fiscal year. The presiding director will take a lead role in the Board’s self-evaluation process.

The American Stock Exchange’s

11
Nasdaq’s rules, as well as Securities and Exchange CommissionSEC rules, impose additional independence requirements for all members of the Audit Committee. Specifically, in addition to the “independence” requirements discussed above, “independent” audit committee members must: (1) not accept, directly or indirectly, any consulting, advisory, or other compensatory fessfees from Coffee Holding or any subsidiary of Coffee Holding other than in the member’s capacity as a member of the Board of Directors and any boardBoard committee; (2) not be an affiliated person of Coffee Holding or any subsidiary of Coffee Holding; and (3) not have participated in the preparation of the financial statements of Coffee Holding or any current subsidiary of Coffee Holding at any time during the past three years. In addition, the American Stock Exchange’sNasdaq’s rules require that all audit committee members be able to rea dread and understand fundamental financial statements, including Coffee Holding’s balance sheet, income statement, and cash flow statement. The Board of Directors believes that the current members of the Audit Committee meet these additional standards.

Furthermore, at least one member of the Audit Committee must be financially sophisticated, in that he or she has past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including but not limited to being or having been a chief executive officer, chief financial officer, other senior officer with financial oversight responsibilities. Additionally, the Securities and Exchange CommissionSEC requires that Coffee Holding disclose whether the Audit Committee has, and will continue to have, at least one member who is a “financial expert.” The Board of Directors has determined that Barry Knepper meets the Securities and Exchange Commission’sSEC’s definition of an audit committee financial expert.



8


COMMITTEES OF THE BOARD

Committees of the Board
The Board of Directors of Coffee Holding has established the following committees:

Audit Committee. The Audit Committee oversees and monitors our financial reporting process and internal control system, reviews and evaluates the audit performed by our registered independent public accountants and reports to the Board of Directors any substantive issues found during the audit. The Audit Committee is directly responsible for the appointment, compensation and oversight of the work of our registered independent public accountants. The Audit Committee reviews and approves all transactions with affiliated parties. The Board of Directors has adopted a written charter for the Audit Committee, which is available on our website at www.coffeeholding.com under “Investor Relations - Corporate Governance.” All members of the Audit Committee are independent directors as defined under the American Stock ExchangeNasdaq’s listing standards. Gerard DeCapua, Barry Knepper and Robert M. Willia msWilliams serve as members of the Audit Committee with Barry Knepper serving as its chairman. The Board of Directors has determined that Barry Knepper qualifies as an audit committee financial expert as that term is defined by Securities and Exchange CommissionSEC regulations. The Audit Committee held four meetings during the fiscal 2008.

year ended October 31, 2011.

Compensation Committee. The Compensation Committee provides advice and makes recommendations to the Board of Directors in the areas of employee salaries, and benefit programs[and director compensation].compensation. The Compensation Committee also reviews the compensation of the President and Chief Executive Officer of Coffee Holding and makes recommendations in that regard to the Board of Directors as a whole. The Board of Directors has adopted a written charter for the Compensation Committee, which is available on our website at www.coffeeholding.com under “Investor Relations - Corporate Governance.” All members of the Compensation Committee are independent directors as defined under the American Stock ExchangeNasdaq’s listing standards. Barry Knepper, John Rotelli and Robert M. Williams serve as members of the Compensation Committee, with John Rotelli serving as its chairman. The Compensation Committee held one meetingacted once by written consent during the fiscal 2008.

year ended October 31, 2011.

12
Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee nominates individuals to be elected to the full Board of Directors by our stockholders. The Nominating and Corporate Governance Committee considers recommendations from stockholders if submitted in a timely manner in accordance with the procedures set forth in Article II, Section 11 of our bylaws and applies the same criteria to all persons being considered. All members of the Nominating and Corporate Governance Committee are independent directors as defined under the American Stock ExchangeNasdaq listing standards. Gerard DeCapua, John Rotelli and Robert M. Williams serve as members of the Nominating and Corporate Governance Committee, with Gerard DeCapua serving as its chairman. The Board of Directors has adopted a written charter for the Nominating and Corporate Governance Committee, which is available on o urour website at www.coffeeholding.com under “Investor Relations - Corporate Governance.”. The Nominating and Corporate Governance Committee held one meetingacted once by written consent during the fiscal 2008.

year ended October 31, 2011.

There are no minimum qualifications that must be met by a Nominating and Corporate Governance Committee-recommended nominee. It is the policy of the Nominating and Corporate Governance Committee to recommend individuals as director nominees who have the highest personal and professional integrity, who have demonstrated exceptional ability and judgment and who will be most effective, in conjunction with the other members of the Board, in collectively serving the long-term interests of our stockholders.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee of Coffee Holding were at any time during or prior to fiscal year 2008ended October 31, 2011 an officer or employee of Coffee Holding or had any relationship requiring disclosure under Item 404 (Transactions with Related Persons, Promoters and Certain Control Persons) of Regulation S-K. None of the executive officers of Coffee Holding served as a member of another entity’s Board of Directors or as a member of the Compensation Committee (or other boardBoard committee performing equivalent functions) during 2008,the fiscal year ended October 31, 2011, which entity had an executive officer serving on the Board of Directors or as a member of the Compensation Committee of Coffee Holding. There are no interlocking relationships between Coffee Holding and other entities that might affect the determination of the compensation of our executive officers.



9


STOCKHOLDER COMMUNICATION WITH THE BOARD OF DIRECTORS AND ATTENDANCE AT ANNUAL MEETINGS

The

Stockholder Communication with the Board of Directors and Attendance at Annual Meetings
The Board maintains a process for stockholders to communicate with the Board and its committees. Stockholders of Coffee Holding and other interested persons may communicate with the Board or the chairperson of the Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee by writing to the Secretary of Coffee Holding at 4401 First Avenue, Brooklyn,3475 Victory Boulevard, Staten Island, NY 11232.10314. All communications that relate to matters that are within the scope of the responsibilities of the Board of Directors will be presented to the Board no later than the next regularly scheduled meeting. Communications that relate to matters that are within the responsibility of one of the Board committees will be forwarded to the chairperson of the appropriate committee. Communications that relate to ordinary business matters that are not within the scope of the Board’s responsibilities, such as customer complaints, wil lwill be forwarded to the appropriate officer. Solicitations, junk mail and obviously frivolous or inappropriate communications will not be forwarded, but will be made available to any director who wishes to review them.

Directors are expected to prepare themselves for and attend all Board meetings, the Annual Meeting of Stockholders and the meetings of the committees on which they serve, with except Mr. Williams, the understanding that, on occasion, a director may be unable to attend a meeting. All of our directors except Mr. Williams, attended the 20082011 Annual Meeting of Stockholders.

Stockholders, except David Gordon, Daniel Dwyer and Robert Williams.

COMPENSATION DISCUSSION AND ANALYSIS

OVERVIEWOF COMPENSATION PROGRAM

Overview of Compensation Program
Our Compensation Committee has responsibility for establishing, implementing and monitoring adherence with our compensation philosophy. In that regard, the Compensation Committee provides advice and makes recommendations to the Board of Directors in the areas of employee salaries and benefit programs. The Compensation Committee ensures that the total compensation paid to our executive leadership team is fair and reasonable. Generally, the types of compensation and benefits provided to members of the executive leadership team, including the named executive officers, are similar to those provided to our other officers and employees. Throughout this proxy statement, the individuals who served as President, Chief Executive Officer and Chief Financial Officer (Andrew Gordon) and Executive Vice President-Operations and Secretary (David Gordon) during the fiscal 2008,year ended October 31, 2011, are referred to as the “named executive officers.”

COMPENSATION COMPONENTS

13
Compensation Components
Our compensation program for executive officers consists generally of base salary and annual bonuses. These elements are intended to provide an overall compensation package that is commensurate with our financial resources, that is appropriate to assure the retention of experienced management personnel, and that aligns their financial interests with those of our shareholders.stockholders. We pay our named executive officers commensurate with their experience and responsibilities. Because each of our named executive officers already owns a substantial number of shares of Coffee Holding common stock, the Compensation Committee does not believe that stock-based awards provide them with additional incentives or further align their interests with our shareholders.

stockholders.

Base Salary. Each of our named executive officers receives a base salary to compensate him for services performed during the year. The base salaries of our named executive officers are established annually by the Board of Directors upon recommendation by the Compensation Committee. When determining the base salary for each of our named executive officers, the Compensation Committee considers the performance of the executive officer, the duties of the executive officer, the experience of the executive officer in his position and salary levels of the companies in our peer group. Salary levels are also intended to reflect our financial performance. We have entered into employment agreements with each of the named executive officers that provide for minimum annual base salaries. The named executive officers are eligible for annual increases in their base salaries as a result of company performance, , individual performance and any added responsibility since thetheir last salary increase.



10


Annual Bonus.Our named executive officers are eligible to receive annual cash bonuses. These bonuses are intended to reward the achievement of corporate goals and individual performance objectives. The bonus levels are intended to be competitive with those typically paid by the companies in our peer group and commensurate with the executive officers’ successful execution of duties and responsibilities.

IMPLEMENTATION FOR FISCAL YEAR 2008

Implementation for Fiscal Year 2011

For the 20082011 fiscal year, Andrew Gordon received a base salary of $356,730 and$370,000.  David Gordon received a base salary of $254,196.  Based on the Company’s overall performance in fiscal 2008, the $259,400.

Compensation Committee determined not to award annual cash bonuses to either of our named executive officers at the conclusion of the fiscal year.

COMPENSATION DECISION-MAKING POLICIES AND PROCEDURES.

Decision-Making Policies and Policy-Making.Procedures.

Decision -Making and Policy -Making. As an American Stock Exchangea Nasdaq listed company, we must observe governance standards that require executive officer compensation decisions to be made by the independent director members of our Board or by a committee of independent directors. Consistent with these requirements, our Board has established a Compensation Committee all of whose members are independent directors.

The Compensation Committee provides advice and makes recommendations to our Board in the areas of employee salaries and benefit programs. The Compensation Committee has established a formal charter. Compensation consists of three components: (1) base salary; (2) bonuses; and (3) long-term incentives (e.g.(e.g., stock options, deferred compensation and fringe benefits).

The Compensation Committee generally meets at least once each year. During the fiscal 2008,year ended October 31, 2011, the Compensation Committee met one time.acted once by written consent. It considers the expectations of the Chief Executive Officer with respect to his own compensation and his recommendations with respect to the compensation of more junior executive officers, as well as empirical data on compensation practices at peer group companies.The Compensation Committee does not delegate its duties to others.

Use of Outside Advisors and Survey Data. The Compensation Committee uses its own criteria coupled with empirical peer group data to establish the chief executive officer’s base salary.   In 2008, the peer group consisted of five coffee roasting companies.  Among other things, the Compensation Committee analyzed the net sales, net income and overall executive compensation of each of the peer group companies in determining the appropriate salary levels for the chief executive officer.



11


14

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed the Compensation Discussion and Analysis included in this proxy statement and has discussed it with management. Based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation Committee of

Coffee Holding Co., Inc.

Compensation Committee of Coffee Holding Co., Inc.
John Rotelli, Chairman

Barry Knepper

Robert M. Williams



12


Barry Knepper

Robert M. Williams
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

D

Director Compensation
IRECTOR COMPENSATION

Non-employee directors receive $800 per boardBoard meeting and committee meeting attended in person and $400 per each boardBoard meeting and committee meeting attended telephonically. Non-employee directors are also reimbursed for travel expenses and other out-of-pocket costs incurred in connection with attendance at board of directorsBoard and committee meetings.  Non-employee directors are also eligible to participate in our stock option plan, the terms of which are discussed elsewhere in this proxy statement.  No stock options were granted to non-employee directors in fiscal 2008.



Total directors’ meeting and committee fees for the fiscal year 2008ended October 31, 2011 were $7,600.$11,200. We do not compensate our employee directors for service as directors. Directors are also entitled to the protection of certain indemnification provisions set forth in our Amended and Restated Articles of Incorporation and bylaws.   

Bylaws.

The following table sets forth information regarding compensation earned by our non-employee directors during the 20082011 fiscal year.

15
Director Compensation Table

Name

Fees Earned or Paid in
Cash ($)(1)

All Other
Compensation ($)(2)

Total ($)

Gerard DeCapua

2,400

––

2,400

Daniel Dwyer

1,200

––

1,200

Barry Knepper

2,400

––

2,400

John Rotelli

1,200

––

1,200

Robert M. Williams

  400

––

  400


Name
Fees Earned or
Paid in Cash ($)(1)
All Other
Compensation ($)
Total ($)
Gerard DeCapua3,200.0003,200.00
Daniel Dwyer800.000800.00
Barry Knepper3,200.0003,200.00
John Rotelli1600.0001,600.00
Robert M. Williams2400.0002,400.00 
________
(1)

Meeting fees earned during the fiscal year, whether such fees were paid currently or deferred.

(2)

The figure shown represents reimbursement for travel expenditures.



13


EXECUTIVE COMPENSATION

Executive Compensation
The table below sets forth the compensation of each of our named executive officers for the fiscal years 2008ended 2011, 2010 and 2007,2009, respectively.

Summary Compensation Table

Name and Principal Positions

Year

Salary(1)
($)

Bonus
($)

Non-Equity Incentive Plan Compensation

($)

Change in Pension Value and Nonqualified Deferred Compensation Earnings(2)

($)

All Other Compensation(3)($)

Total
($)

Andrew Gordon,

President, Chief Executive Officer, Chief Financial Officer and Treasurer

2008

356,730

–

–

–

19,381

376,111

2007

350,000

–

–

37,902

12,078

399,980

David Gordon,

Executive Vice President - Operations and Secretary

2008

254,196

 

 

–

28,121

282,317

2007

250,000

–

–

–

17,801

407,801


(1)

The figures shown represent amounts earned for the fiscal year, whether or not actually paid during such year.

(2)

Includes the amount of interest accrued on defined contribution deferred compensation balances at a rate in excess of

120% of the applicable federal mid-term rate under section 1274(d) of the Internal Revenue Code of 1986 (the “Code”) and dividends or dividend equivalents on balances denominated in Coffee Holding Co., Inc. common stock in excess of the dividends paid to shareholders generally during the fiscal year.

(3)

The named executive officers participate in certain group life, health, disability insurance and medical reimbursement plans, not disclosed in the Summary Compensation Table, that are generally available to salaried employees and do not discriminate in scope, terms and operation.  The figure shown for Andrew Gordon includes $9,200 and $8,778 in employer contributions to the 401(k) plan and health insurance premiums of $10,181 and$3,300 for 2008 and 2007, respectively. The figure shown for David Gordon includes $9,000 and $7,098 in employer contributions to the 401(k) plan, life insurance premiums of $3,000 and $7,403 and health insurance premiums of $16,121 and $3,300 for 2008 and 2007, respectively.

Name
and
 Principal Positions
Year
Salary(1)
  ($)
Bonus
($)
Non-Equity
Incentive Plan Compensation
 ($)
Change in Pension Value and Nonqualified
Deferred Compensation
Earnings(2)
($)
All Other
Compensation(3)
($)
Total
($)
Andrew Gordon, President,
Chief Executive Officer,
Chief Financial Officer 
and Treasurer
2011370,00000040,434410,434
 2010350,00090,8000048,416489,216
 2009350,00099,0000043,058492,058
David Gordon, Executive Vice President - Operations and Secretary 
2011259,40000046,735306,135
 2010250,00075,0000048,527373,527
 2009250,00065,0000038,387353,387
———————
(1)  The figures shown represent amounts earned for the fiscal year, whether or not actually paid during such year.
(2)Includes the amount of interest accrued on defined contribution deferred compensation balances at a rate in excess of 120% of the applicable federal mid-term rate under section 1274(d) of the Internal Revenue Code of 1986 (the “Code”) and dividends or dividend equivalents on balances denominated in Coffee Holding Co., Inc. common stock in excess of the dividends paid to stockholders generally during the fiscal year.
(3)The named executive officers participate in certain group life, health, disability insurance and medical reimbursement plans, not disclosed in the Summary Compensation Table, that are generally available to salaried employees and do not discriminate in scope, terms and operation.  The figure shown for Andrew Gordon includes $14,347, $22,478 and $14,519, respectively for a business car lease in 2011, 2010 and 2009; $9,800, $9,800 and $16,800 in employer contributions to the 401(k) plan; life insurance premiums of $1,431 and $1,428 for the years ended October 31, 2011 and 2010 and health insurance premiums of $14,856, $14,710 and $11,739 for fiscal years ended 2011, 2010 and 2009, respectively.  The figure shown for David Gordon includes $7,911 and $9,900 for a business car lease in fiscal 2011 and 2010; $9,800, $9,800 and $16,800 in employer contributions to the 401(k) plan, life insurance premiums of $5,504, $5,535 and $3,000 and health insurance premiums of $23,520, $23,292 and $18,587 for the fiscal years ended 2011, 2010 and 2009, respectively.
16
Employment Agreements.We have entered into employment agreements with Andrew Gordon to secure his continued service as President, Chief Executive Officer, Chief Financial Officer and Treasurer and with David Gordon to secure his continued service as Executive Vice President ―— Operations and Secretary. These employment agreements have rolling five-year terms that began on May 6, 2005. These agreements may be converted to a fixed five-year term by the decision of our Board of Directors or the executive. These agreements provide for minimum annual salaries of $356,730$325,000 for Andrew Gordon and $254,196 for David Gordon, discretionary cash bonuses, and participation on generally applicable terms and conditions in other compensation and fringe benefit plans.  TheyOn January 26, 2012, we entered into a letter amendment with Andrew Gordon, which provides for a base salary of $315,000 for the period January 1, 2012 through December 31, 2012.  The employment agreements also guarantee customary corporate indemnification and errors and omissions insurance coverage throughout the employment term and there afterthereafter for so long as the executives are subject to liability for such service to the extent permissible by the Nevada Revised Statutes.

The terms of the employment agreements provide that each executive will be entitled to severance benefits if his employment is terminated without “cause” or if he resigns for “good reason” or following a “change in control” (as such terms will be defined in the employment agreements) equal to the value of the cash compensation and fringe benefits that he would have received if he had continued working for the remaining unexpired term of the agreement. The employment agreements also provide uninsured disability benefits. During the term of the employment agreements and, in case of discharge with “cause” or resignation without “good reason,” for a period of one year thereafter, the executives are subject to (1) restrictions on competition with us; and (2) restrictions on the solicitation of our customers and employees. For all periods during and after the term of the ex ecutivesemployment agreements, the executives are subject to nondisclosure and restrictions relating to our confidential information and trade secrets.



14


If we experience a change in ownership, a change in effective ownership or control or a change in ownership of a substantial portion of our assets as contemplated by Section 280G of the Internal Revenue Code, a portion of any severance payments under the employment agreements might constitute an “excess parachute payment” under current federal tax laws. Federal tax laws impose a 20% excise tax, payable by each executive, on excess parachute payments. Under the terms of the employment agreements, we will reimburse the executives for the amount of this excise tax and will make an additional gross-up payment so that, after payment of the excise tax and all income and excise taxes imposed on the reimbursement and gross-up payments, the executives will retain approximately the same net-after tax amounts under the employment agreement that they would have retained if there were no 20% excise tax. &nbs p;The effect of this provision is that we, and not the executives, bear the financial cost of the excise tax and we could not claim a federal income tax deduction for an excess parachute payment, excise tax reimbursement or gross-up payment.


Deferred Compensation Plan for Executive Officers.In January 2005, we established the Coffee Holding Co., Inc. Non-Qualified Deferred Compensation Plan for Executive Officers.executive officers. Currently, Andrew Gordon is the only participant in the plan. Each executive officer who participates in the plan may defer receipt of all or a portion of his or her annual cash compensation received from Coffee Holding. The deferred amounts are allocated to a deferral account and credited with interest according to the investment classifications made available by the Board. The plan is an unfunded, non-qualified plan that provides for distribution of the amounts deferred to participants or their designated beneficiaries upon the occurrence of certain events. The amounts deferred, and related investment earnings, are held in a rabbi trustcorporate account for the benefit of participating executives until such amounts are distributed purs uantpursuant to the terms of the plan.

17
The following table sets forth information regarding nonqualified deferred compensation earned by our named executive officers during the last fiscal year under non-qualified defined contribution plans.

Nonqualified Deferred Compensation Table


Name

Executive Contributions in Last FY
($)(1)

Registrant Contributions in Last FY
($)(2)

Aggregate Earnings in Last FY
($)(3)

Aggregate Withdrawals/ Distributions
($)

Aggregate Balance at Last FYE
($)

Andrew Gordon

94,231

–

(92,926)

–

352,637

David Gordon

–

–

–

–

–

Name
Executive
Contributions
in Last FY(1)
($)
Registrant
Contributions
in Last FY(2)
($)
Aggregate
Earnings in
Last FY(3)
($)
Aggregate
Withdrawals/
Distributions 
($)
Aggregate
Balance at
Last FYE
($)
Andrew Gordon00(1,935)0538,707
David Gordon00000
———————

(1)

Executive contributions are included in the Summary Compensation Table under the captions “Salary,” “Bonus” and “Non-Equity Incentive Plan Compensation,” as applicable.

(2)

Company contributions are included under the caption “All Other Compensation” in the Summary Compensation Table.

(3)

Earnings did not accrue at above-market or preferential rates and are not reflected in the Summary Compensation Table.  



15


(1)Executive contributions are included in the Summary Compensation Table under the captions “Salary,” “Bonus” and “Non-Equity Incentive Plan Compensation,” as applicable.
(2)Company contributions are included under the caption “All Other Compensation” in the Summary Compensation Table.
(3)Earnings did not accrue at above-market or preferential rates and are not reflected in the Summary Compensation Table.
18

PRINCIPAL ACCOUNTANT FEES AND SERVICES

DISCUSSION OF PROPOSAL RECOMMENDED BY THE BOARD OF DIRECTORS
Proposal 2
Ratification of Accountants
The Audit Committee of the Board of Directors has appointed Parente Randolph,approved ParenteBeard LLC to serve as our independent registered accounting firm for the fiscal year ending October 31, 2012. We are not required to seek stockholder approval for the appointment of our independent registered public accounting firm. However, the Audit Committee and the full Board believe it is sound corporate practice to seek such approval. If the appointment is not ratified, the Audit Committee will investigate the reasons for stockholder rejection and will re-consider the appointment. Even if the selection is ratified, the Audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such change would be in the best interests of us and our stockholders.
Representatives of ParenteBeard LLC will be present at the Annual Meeting and will be available to respond to appropriate questions from stockholders.
The Board unanimously recommends that you vote “FOR” the ratification of the appointment of ParenteBeard LLC as Coffee Holding’s independent registered public accounting firm for 2009.  Representatives of Parente Randolph, successor, to Lazar Levine & Felix LLP are expected to attend the Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to answer questions.  fiscal year ending October 31, 2012.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
During the fiscal years ended October 31, 20082011 and 2007,2010, Coffee Holding retained Lazar Levine & Felix LLPParenteBeard LLC to provide audit and other services and incurred fees as follows:

 

2008

2007

Audit fees(1)

$    112,250 

$       96,950

Audit related fees

– 

–

Tax fees

– 

–

All other fees

– 

–

    Total

$     112,250

$       96,950

  Fiscal Year 
  2011  2010 
Audit fees(1) $123,305  $126,270 
Audit related fees(2)
 $
38,153
  $
0
 
Tax fees $0  $0 
All other fees
 $
0
  $
0
 
    Total $161,458  $126,270 
——————

—

(1)

Audit fees consisted of work performed in connection with the audit of the consolidated financial statements as well as work generally only the independent auditors can reasonably be expected to provide, such as quarterly reviews and review of the annual Form 10-K filings.

AUDIT COMMITTEE PRE-APPROVAL POLICY

(2)    Audit related fees consisted of work performed in connection with Coffee Holding's Registration Statement on Form S-3 and the related securities offering completed on September 30, 2011.
Audit Committee Pre-Approval Policy
The Audit Committee, or a designated member of the Audit Committee, shall preapprove all auditing services and permitted non-audit services (including the fees and terms) to be performed for Coffee Holding by our registered independent public accountants, subject to the de minimis exceptions for non-audit services that are approved by the Audit Committee prior to completion of the audit, provided that: (1) the aggregate amount of all such services provided constitutes no more than five percent of the total amount of revenues paid by Coffee Holding to its registered independent public accountant during the fiscal year in which the services are provided; (2) such services were not recognized by Coffee Holding at the time of the engagement to be non-audit services; and (3) such services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee or by one or more members o fof the Audit Committee who are members of the Board of Directors to whom authority to grant such approvals has been delegated by the Audit Committee. Of the services set forth in the table above, all were preapproved by the Audit Committee.



16


19

AUDIT COMMITTEE REPORT

The following Audit Committee Report is provided in accordance with the rules and regulations of the Securities and Exchange Commission. Pursuant to such rules and regulations, this report shall not be deemed “soliciting materials,” filed with the Securities and Exchange Commission, subject to Regulation 14A or 14C of the Securities and Exchange Commission or subject to the liabilities of sectionSection 18 of the Securities Exchange Act of 1934, as amended.

The Audit Committee has reviewed and discussed the audited financial statements with management.

The Audit Committee has also reviewed and discussed with Lazar Levine & Felix LLP,ParenteBeard LLC, Coffee Holding’s independent registered public accounting firm, the matters required to be discussed by SASAuditing Standards No. 61, as may be modified or supplemented.

The Audit Committee also has received the written disclosures and the letter from Lazar Levine & Felix LLPParenteBeard LLC required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountantsaccountant’s communications with the Audit Committee covering independence, and has discussed with Lazar Levine & Felix LLPParenteBeard LLC its independence.

Based on the foregoing discussions, the Audit Committee recommended to the Board of Directors of Coffee Holding Co., Inc. that the audited financial statements be included in Coffee Holding Co. Inc.’s Annual Report on Form 10-K for the fiscal year ended October 31, 2008.

Audit Committee of

Coffee Holding Co., Inc.

Barry Knepper, Chairman

Gerard DeCapua

Robert M. Williams



17


2011.

Audit Committee of Coffee Holding Co., Inc.
Barry Knepper, Chairman
Gerard DeCapua
Robert M. Williams
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE AND TRANSACTIONS WITH RELATED PERSONS

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our directors and executive officers, and persons who own more than 10% of our common stock to file an initial report of ownership on Form 3 and changes in ownership on Forms 4 or 5 with the SEC. Such officers, directors and greater than 10% stockholders are also required by the rule of the SEC to furnish the Company with copies of all Section 16(a) reports they file.
Based solely upon the Company’s review of copies of forms 3, 4 and 5 furnished to the SecuritiesCompany and, Exchange Commission their initial ownershipas applicable written representations from executive officers and directors of Coffee Holding’s common stockthe Company, the Company believes that all of its directors, executive officers and any subsequent changes in that ownership.  We areother applicable stockholders timely filed all reports required to disclose in this proxy statement any late filings or failures to file.

To our knowledge, based solely on our reviewby Section 16(a) of the copies of such reports furnished to Coffee Holding and written representations that no other reports were requiredExchange Act during the fiscal year ended October 31, 2008, all Section 16(a) filing requirements applicable to our executive officers and directors during fiscal year 2008 were met.

2011.

20
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS

AND CERTAIN CONTROL PERSONS

Daniel

The Company has engaged Generations Coffee Company, LLC (“GCC”), with which the Company has a joint venture, as an outside contractor. Coffee Holding is the 60% equity owner of the joint venture and GCC owns the other 40% equity interest. Payments to GCC during the year ended October 31, 2011 amounted to $457,566 for the processing of finished goods.
Mr. Dwyer a director and director nominee, is a senior coffee trader for Rothfos Corporation, a coffee trading company.company (“Rothfos”). Mr. Dwyer is responsible for our account with Rothfos. We paid Rothfos approximately $13.8$16.7 million, $15.4$19.3 million and $24.2$25.3 million for green coffee purchases in fiscal 2006, 20072009, 2010 and 2008,2011 respectively. Rothfos accounted for approximately $2,041,000, $474,000 and $829,000 of the Company’s accounts payable at October 31, 2011, 2010 and 2009, respectively. All purchases are made on arms’ length terms.

We believe that the transactions set forth above were made on terms no less favorable to us than could have been obtained from unaffiliated third parties. All transactions between us and our officers, directors and principal stockholders and their affiliates are subject to approval by an independent committee of our Board of Directors.

BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT
Andrew Gordon serves as both our principal executive officer and chairman at the pleasure of the Board. The directors have determined that Mr. Gordon’s experience in our industry and in corporate transactions, and his personal commitment to Coffee Holding as an investor and employee, make him uniquely qualified to supervise our operations and to execute our business strategies. The Board is also cognizant of Coffee Holding’s relatively small size compared to its publicly traded competitors. Management’s activities are monitored by standing committees of the Board, principally the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committees. Each of these committees is comprised solely of independent directors. For these reasons, the directors deem this leadership structure appropriate for us. The independent directors select one independent director to serve as the presiding director at the executive sessions of the Board, which are held without non-independent directors. However, the Board has not designated a lead independent director.
ADDITIONAL INFORMATION

INFORMATION ABOUTSTOCKHOLDER PROPOSALS

Information About Stockholder Proposals
Stockholders may submit proposals for consideration at the 20102013 Annual Meeting. In order to be included in our proxy statement for the 20102013 Annual Meeting, we must receive such proposal no later than November 10, 2009.October 31, 2012. Proposals should be addressed to David Gordon, Secretary, Coffee Holding Co., Inc., 4401 First Avenue, Brooklyn,3475 Victory Boulevard, Staten Island, NY 11232.  Securities and Exchange Commission10314. SEC rules contain standards as to whether stockholder proposals are required to be included in the proxy statement. Any such proposal will be subject to 17 C.F.R. § 240.14a-8 of the rules and regulations promulgated by the Securities and Exchange Commission.

SEC.

In addition, if you wish to submit a proposal to the 20102013 Annual Meeting without including such proposal in the proxy statement for that meeting, that proposal will be considered untimely, and the proxies solicited by the Board of Directors will confer discretionary authority to vote on the proposal as the proxies solicited see fit, unless you have given notice in writing to the Secretary of Coffee Holding mailedby mail to David Gordon, Secretary, Coffee Holding Co., Inc., 4401 First Avenue, Brooklyn,3475 Victory Boulevard, Staten Island, NY 11232,10314, and such notice is received by January 14, 2010.

11, 2013.
By Order of the Board of Directors,
David Gordon
Secretary
Staten Island, New York
March 1, 2012

By Order of the Board of Directors,

[coffeedef14a008.gif]

David Gordon

Secretary

Brooklyn, New York
February 27, 2009

To assure that your shares are represented at the Annual Meeting, please either a) vote over the Internet following the instructions provided to you in the Internet Availability Notice or b) if you requested a paper copy of the proxy materials, complete, sign, date and promptly return the accompanying proxy card in the postage-paid envelope provided.

to Coffee Holdings.



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21

COFFEE HOLDING CO., INC.


REVOCABLE PROXY



This proxy is solicited on behalf of the Board of Directors of Coffee Holding Co., Inc.

for the Annual Meeting of Stockholders to be held on April 14, 2009.


COFFEE HOLDING CO., INC.
_________________________
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS – to be held on April 12, 2012
 
CONTROL ID:
REQUEST ID:
The undersigned stockholder of Coffee Holding Co., Inc. hereby appoints David Gordon and Gerard DeCapua, or either of them, with full powers of substitution, to represent and to vote as proxy, as designated, all shares of common stock of Coffee Holding Co., Inc. held of record by the undersigned on February 20, 2009, at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on April 14, 2009 at 3:00 p.m. Eastern time at the Hilton Garden Inn NewYork/Staten Island located at 1100 South Avenue, Staten Island, New York 10314, or at any adjournment or postponement thereof.  The undersigned hereby revokes all prior proxies.


This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder.  If no direction is given, this Proxy will be voted FOR the election of nominees listed in Item 1. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.  As of the date of the Proxy Statement for the Annual Meeting, the Board of Directors is not aware of any such other business.




PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.






The Board of Directors of Coffee Holding Co., Inc. unanimously recommends ahereby appoints Andrew Gordon and David Gordon, or either of them, with full powers of substitution, to represent and to vote “FOR”as proxy, as designated, all nominees in Item 1.

I Will Attendshares of common stock of Coffee Holding Co., Inc. held of record by the undersigned on February 21, 2012, at the Annual Meeting ¨

Please Mark Your Choice Like Thisþ

 in Blueof Stockholders (the “Annual Meeting”) to be held on Thursday, April 12, 2012 at 3:00 p.m., Eastern time, at the Hilton Garden Inn located at 1100 South Avenue, Staten Island, New York 10314, or Black Ink.

at any adjournment or postponement thereof.  The undersigned hereby revokes all prior proxies.

1.

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
VOTING INSTRUCTIONS
If you vote by phone or internet, please DO NOT mail your proxy card.
MAIL:Please mark, sign, date, and return this Proxy Card promptly using the enclosed envelope.
INTERNET:  https://www.iproxydirect.com/JVA
 PHONE:
Call toll free  1-866-752-VOTE (8683)
ANNUAL MEETING OF THE STOCKHOLDERS OF
COFFEE HOLDING CO., INC.
PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE: ý
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
 Proposal 1à
FOR
ALL
AGAINST
FOR ALL
EXCEPT
Election of Directors to a term set forth below:

Nominees

Term Expires

Daniel Dwyer

2012

Andrew Gordon

2012

Barry Knepper

2012



Instruction: To withhold authority for any individual nominee, write that nominee's name in the space provided:

For all

     Withhold for all

Nominees

      Nominees

¨

¨

     NomineesTerm ExpiresCONTROL ID:
     Daniel Dwyer2015¨¨REQUEST ID:
     Andrew Gordon2015¨¨
     Barry Knepper2015¨¨
 Proposal 2àFORAGAINSTABSTAIN
To ratify the appointment of ParenteBeard LLC as the independent registered public accounting firm of Coffee Holding Co., Inc. for the fiscal year ending October 31, 2012.¨¨¨
 Proposal 3
To transact any other business as may properly come before the Annual Meeting.
MARK HERE FOR ADDRESS CHANGE   o
New Address (if applicable):
________________________
________________________
________________________
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and the Proxy Statement for the Annual Meeting.




Signature(s)



Dated: ______________________,    2009


The Board of Directors of Coffee Holding Co., Inc. unanimously recommends a vote “FOR” all nominees in Proposal 1 and “FOR” Proposal 2.
IMPORTANT: Please sign exactly as your name appearsor names appear on this proxy. Joint ownersProxy. When shares are held jointly, each holder should each sign personally. Ifsign. When signing as attorney, executor, administrator, attorney, trustee or guardian, please include yourgive full title.  Corporatetitle as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder.  If no direction is given, this Proxy will be voted FOR each of the proposals listed above. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or partnership proxies should be signed by an authorized officer.

any adjournment or postponement thereof.  As of the date of the Proxy Statement for the Annual Meeting, the Board of Directors is not aware of any such other business.

MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING: ¨
(Print Name of Stockholder and/or Joint Tenant)
(Signature of Stockholder)
(Second Signature if held jointly)
Dated: ________________________, 2012