SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): | May 14, 2019 | |
CRAFT BREW ALLIANCE, INC.
(Exact Name of Registrant as Specified in its Charter)
| Washington | 0-26542 | 91-1141254 |
| (State or Other Jurisdiction of Incorporation) | (Commission file number) | (I.R.S. Employer Identification No.) |
929 North Russell Street
Portland, OR 97227-1733
(Address of Principal Executive Offices, Zip Code)
(503) 331-7270
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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: | ||
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, $0.005 par value | BREW | The NASDAQ Stock Market LLC |
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 o
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. o
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
| (a) | The Annual Meeting of Shareholders of the Company was held on May 14, 2019 (the “Meeting”). |
| (b) | Three matters, which are more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission, were submitted to a vote at the Meeting: |
| 1. | To elect eight directors; |
| 2. | To ratify the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for 2019; and |
| 3. | To approve, by non-binding vote, the Company's named executive officer compensation. |
At the Meeting, 18,055,048 shares of common stock were represented in person or by proxy, or 93.15 percent of the 19,382,641 shares outstanding and entitled to vote at the Meeting as of April 1, 2019, the record date for the Meeting, and constituted a quorum. Each share was entitled to one vote at the Meeting.
1. Election of Directors. The following directors were elected at the Meeting by the votes cast as follows:
| Nominee | For | Withheld | Broker Non-votes | ||||
| Timothy P. Boyle | 12,431,407 | 2,139,300 | 3,484,341 | ||||
| Marc J. Cramer | 13,204,434 | 1,366,273 | 3,484,341 | ||||
| Paul D. Davis | 13,202,201 | 1,368,506 | 3,484,341 | ||||
| Matthew E. Gilbertson | 14,360,739 | 209,968 | 3,484,341 | ||||
| Kevin R. Kelly | 13,189,935 | 1,380,772 | 3,484,341 | ||||
| David R. Lord | 13,174,880 | 1,395,827 | 3,484,341 | ||||
| Nickolas A. Mills | 14,353,663 | 217,044 | 3,484,341 | ||||
| Jacqueline S.Woodward | 14,329,725 | 240,982 | 3,484,341 | ||||
2. Ratification of Auditors. The proposal to ratify the selection of Moss Adams LLP as the Company’s independent registered public accounting firm for 2019 was approved by the following vote:
| For | Against | Abstentions | ||
| 17,894,898 | 123,652 | 36,498 | ||
3. Say on Pay. The proposal to approve, by non-binding vote, the Company’s named executive officer compensation, as recommended by the Board of Directors, passed by the following vote:
| For | Against | Abstentions | Broker Non-votes | |||
| 14,271,676 | 270,285 | 28,746 | 3,484,341 | |||
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Grants of Awards
On May 14, 2019, the Compensation Committee granted awards pursuant to Article 10 of the Company's 2014 Stock Incentive Plan to its executive officers for a total of 15,900 fully vested, unrestricted shares of Common Stock.
The following table details the stock grants to the executive officers:
| Name | Number of Shares | |
| Andrew J. Thomas | 8,500 | |
| Derek Y. Hahm | 2,200 | |
| Kenneth C. Kunze | 2,500 | |
| J. Scott Mennen | 2,700 | |
SIGNATURE
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 hereunto duly authorized.
| CRAFT BREW ALLIANCE, INC. | ||
| Dated: May 21, 2019 | By: | /s/ Edwin A. Smith |
| Edwin A. Smith | ||
| Corporate Controller and Principal Accounting Officer | ||