UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): July 19, 2022
ZEVIA PBC
(Exact Name of Registrant as Specified in Its Charter)
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Delaware | 001-40630 | 86-2862492 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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15821 Ventura Blvd., Suite 145, Encino, CA | | 91436 |
(Address of Principal Executive Offices) | | (Zip Code) |
(855) 469-3842
(Registrant’s Telephone Number, Including Area Code)
Former Name or Former Address, if Changed Since Last Report: N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Class A common stock, par value $0.001 per share | | ZVIA | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 19, 2022, the Board of Directors (the “Board”) of Zevia PBC (the “Company”), upon the recommendation of the Nominating and Enterprise Risk Management Committee of the Company, appointed David J. Lee as an independent Class II director of the Company, effective as of July 20, 2022 (the “Effective Date”), to fill a vacancy on the Board. Mr. Lee will serve until the Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”), when he will be subject to re-election to the Board by a vote of the Company’s stockholders, or until his earlier resignation or removal. Mr. Lee has been appointed as a member of the Board’s Audit Committee.
In connection with Mr. Lee’s appointment as a director, he is entitled to receive the pro rata portion of the standard compensation for service on the Board by the Company’s non-employee directors for the period from the Effective Date through the date of the Annual Meeting, as described in the Company’s proxy statement for the 2022 Annual Meeting of Stockholders filed on April 22, 2022.
The Company expects Mr. Lee to enter into its standard director and officer indemnification agreement. A copy of the Company’s form of director and officer indemnification agreement was filed as Exhibit 10.4 to the Company’s Amendment No. 1 to Form S-1 Registration Statement filed on July 12, 2021.
There are no arrangements or understandings between Mr. Lee and any other persons pursuant to which Mr. Lee was selected as a director. There are no transactions, arrangements or relationships between the Company or its subsidiaries, on the one hand, and Mr. Lee, on the other hand, which would require disclosure pursuant to Item 404(a) of Regulation S-K.
A copy of the Company’s press release publicly announcing the appointment of Mr. Lee is furnished as Exhibit 99.1 attached hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | ZEVIA PBC |
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Date: July 20, 2022 | | /s/ LORNA R. SIMMS |
| | Name: | Lorna R. Simms |
| | Title: | SVP, General Counsel and Corporate Secretary |
