National Beverage Corp. Sets Director Election, Board Sees Key Retirement

Ticker: FIZZ · Form: DEF 14A · Filed: Aug 26, 2025 · CIK: 69891

Sentiment: neutral

Topics: Corporate Governance, Board of Directors, Proxy Statement, Shareholder Meeting, Controlled Company, Executive Compensation, Director Elections

TL;DR

**FIZZ's board election is a formality; Caporella's 73.2% ownership means he calls the shots, so don't expect any major shake-ups.**

AI Summary

NATIONAL BEVERAGE CORP (FIZZ) filed a DEF 14A on August 26, 2025, outlining proposals for its Annual Meeting of Shareholders on October 3, 2025. The primary agenda includes the election of two Class II directors for a three-year term. Notably, Cecil D. Conlee, a director since 2009, is retiring from the Board. The Nominating Committee has nominated Stanley M. Sheridan and Glenn J. Waldman for these positions, with terms expiring in 2028. Chairman and CEO Nick A. Caporella beneficially owns 73.2% of the outstanding common stock, making FIZZ a 'controlled company' under NASDAQ standards. The company reported 93,620,246 shares of common stock outstanding as of the August 18, 2025 Record Date. The Board held four meetings in Fiscal 2025, and the Audit Committee, comprised of independent members, also met four times. The Compensation and Stock Option Committee and Nominating Committee each met twice during Fiscal 2025. The Strategic Planning Committee did not hold separate meetings.

Why It Matters

This DEF 14A filing is crucial for FIZZ investors as it details the upcoming board elections and the departure of long-serving director Cecil D. Conlee. The continued dominance of Nick A. Caporella, who controls 73.2% of voting shares, means shareholder proposals are largely symbolic, reinforcing the 'controlled company' status. This structure can impact corporate governance and investor influence, potentially limiting the ability of minority shareholders to effect change. For employees and customers, board stability and strategic direction, though heavily influenced by Caporella, are indirectly shaped by these governance structures, especially in a competitive beverage market where agility and innovation are key.

Risk Assessment

Risk Level: low — The risk level is low because the filing primarily concerns routine board elections and governance disclosures, with no immediate financial or operational risks identified. Nick A. Caporella's 73.2% beneficial ownership ensures stable control, minimizing the risk of unexpected strategic shifts or activist investor challenges.

Analyst Insight

Investors should acknowledge the stable, controlled ownership structure of FIZZ and understand that significant shareholder-driven changes are unlikely. Focus on the company's operational performance and market position rather than governance-related activism, as the current leadership is firmly entrenched.

Financial Highlights

debt To Equity
Not Disclosed
revenue
Not Disclosed
operating Margin
Not Disclosed
total Assets
Not Disclosed
total Debt
Not Disclosed
net Income
Not Disclosed
eps
Not Disclosed
gross Margin
Not Disclosed
cash Position
Not Disclosed
revenue Growth
Not Disclosed

Executive Compensation

NameTitleTotal Compensation
Nick A. CaporellaChairman of the Board and Chief Executive OfficerNot Disclosed
John F. BrackenExecutive OfficerNot Disclosed

Key Numbers

Key Players & Entities

FAQ

When is National Beverage Corp.'s (FIZZ) Annual Meeting of Shareholders?

National Beverage Corp.'s Annual Meeting of Shareholders is scheduled for October 3, 2025, at 2:00 p.m. local time, at The Conrad Fort Lauderdale.

Who are the nominees for Class II directors at National Beverage Corp. (FIZZ)?

The Nominating Committee of National Beverage Corp. has nominated Stanley M. Sheridan and Glenn J. Waldman for election as Class II directors, with terms expiring at the Annual Meeting of Shareholders in 2028.

What is Nick A. Caporella's ownership percentage in National Beverage Corp. (FIZZ)?

Nick A. Caporella beneficially owns 68,494,571 shares, representing 73.2% of National Beverage Corp.'s outstanding Common Stock as of the August 18, 2025 Record Date.

Why is National Beverage Corp. (FIZZ) considered a 'controlled company'?

National Beverage Corp. is considered a 'controlled company' because Nick A. Caporella beneficially owns 73.2% of the outstanding Common Stock, exceeding the NASDAQ listing standards threshold for majority control.

Which director is retiring from National Beverage Corp.'s (FIZZ) Board?

Cecil D. Conlee, who has served on National Beverage Corp.'s Board since 2009, is not standing for reelection and will retire from the Board effective as of the Annual Meeting.

How many board meetings did National Beverage Corp. (FIZZ) hold in Fiscal 2025?

The Board of Directors of National Beverage Corp. held four meetings during Fiscal 2025.

Does National Beverage Corp. (FIZZ) have an anti-hedging and pledging policy?

Yes, National Beverage Corp. has adopted a policy prohibiting the hedging and pledging of its equity securities, applicable to all officers, directors, employees, and independent contractors.

What is the Record Date for voting at National Beverage Corp.'s (FIZZ) Annual Meeting?

The Record Date for holders of common stock entitled to vote at National Beverage Corp.'s Annual Meeting is the close of business on August 18, 2025.

Where can I find National Beverage Corp.'s (FIZZ) Code of Conduct and Ethics?

National Beverage Corp.'s Code of Conduct and Ethics is available on its website at www.nationalbeverage.com under the 'Investors – Corporate Governance' section.

Were there any delinquent Section 16(a) reports for National Beverage Corp. (FIZZ) in Fiscal 2025?

Yes, during Fiscal 2025, 28,000 shares gifted by Mr. Hathorn were not reported on a timely basis under Section 16(a) of the Exchange Act.

Risk Factors

Industry Context

National Beverage Corp. operates in the highly competitive non-alcoholic beverage industry, facing established giants and numerous smaller players. Key trends include growing consumer demand for healthier options, sustainable packaging, and innovative flavors. The company's performance is closely tied to consumer spending, marketing effectiveness, and efficient supply chain management.

Regulatory Implications

The mention of untimely Section 16(a) reporting by a director highlights potential compliance gaps that could attract SEC scrutiny. As a NASDAQ-listed company, FIZZ must adhere to corporate governance standards, though its 'controlled company' status provides some exemptions.

What Investors Should Do

  1. Review Director Nominee Qualifications
  2. Assess Impact of Controlled Company Status
  3. Monitor Compliance with Reporting Requirements

Key Dates

Glossary

DEF 14A
A proxy statement filed with the U.S. Securities and Exchange Commission (SEC) by publicly traded companies. It contains information that shareholders need to vote on matters at an annual or special meeting. (This filing provides the core information for shareholders regarding the upcoming Annual Meeting and proposals.)
Class II Directors
In a classified board structure, directors are divided into classes (e.g., Class I, Class II, Class III), with each class elected for a staggered three-year term. This means only one class of directors is up for election each year. (The election of two Class II directors is a primary agenda item for the Annual Meeting.)
Controlled Company
Under NASDAQ listing rules, a company is considered a 'controlled company' if more than 50% of the voting power is held by an individual, a group, or another company. Controlled companies may be exempt from certain corporate governance requirements. (FIZZ qualifies as a controlled company due to Nick A. Caporella's significant ownership, impacting its governance structure.)
Beneficial Ownership
The power to direct the voting or disposition of securities, whether or not the investor has legal title to them. This includes shares held directly or indirectly through family members or entities. (Key to understanding control and potential conflicts of interest, as highlighted by Nick A. Caporella's 73.2% ownership.)
Section 16(a)
Refers to Section 16(a) of the Securities Exchange Act of 1934, which requires directors, officers, and beneficial owners of more than 10% of a company's stock to report their ownership and any changes in ownership to the SEC. (The filing mentions untimely reporting under this section, indicating a compliance issue.)

Year-Over-Year Comparison

This DEF 14A filing focuses on the upcoming Annual Meeting and director elections, with specific details on proposed nominees and the retirement of a long-standing director. Unlike a 10-K or 10-Q, it does not provide comprehensive financial performance data for the past fiscal year. However, it reiterates the company's 'controlled company' status due to significant ownership by Chairman and CEO Nick A. Caporella, a key governance feature likely consistent with prior filings.

Filing Stats: 4,650 words · 19 min read · ~16 pages · Grade level 10.8 · Accepted 2025-08-26 16:30:56

Filing Documents

SECURITY OWNERSHIP

SECURITY OWNERSHIP Principal Shareholders As of the Record Date, 93,620,246 shares of Common Stock were outstanding and, as of such date, the only persons known by the Company to benecially own more than 5% of the outstanding Common Stock were the following: Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class Nick A. Caporella 8050 Southwest Tenth Street Fort Lauderdale, Florida 33324 68,494,571 1 73.2% IBS Partners Ltd. 1127 Eldridge Parkway Suite 300-0137 Houston, Texas 77077 66,604,492 71.1% 1. Includes 66,604,492 shares owned by IBS Partners Ltd. ("IBS"). IBS is a Texas limited partnership whose sole general partner is IBS Management Partners, Inc., a Texas corporation. IBS Management Partners, Inc. is owned by Mr. Nick A. Caporella. By virtue of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Mr. Caporella would be deemed to beneficially own the shares of Common Stock owned by IBS. Also includes 60,713 shares held by the wife of Mr. Caporella as to which Mr. Caporella disclaims beneficial ownership. Directors, Director Nominees and Executive Of cers The table below reects, as of the Record Date, the number of shares of Common Stock benecially owned by the directors, director nominee and each of the executive ofcers named (the "Executive Ofcers") in the Summary Compensation Table that follows and the number of shares of Common Stock benecially owned by all directors, director nominees and Executive Ofcers as a group: Name of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class Nick A. Caporella 68,494,571 1 73.2% Joseph G. Caporella 959,520 2 1.0% Cecil D. Conlee 56,736 3 * Samuel C. Hathorn, Jr. 71,086 4 * Stanley M. Sheridan 67,740 5 * Glenn J. Waldman 1,500 * George R. Bracken 318,956 6 * All Executive Officers, Directors and Nominees as a Group (7 in number) 69,970,110 7

EXECUTIVE COMPENSATION AND OTHER INFORMATION

EXECUTIVE COMPENSATION AND OTHER INFORMATION Compensation Discussion and Analysis The following discussion and analysis is intended to provide an understanding of the Company's compensation philosophy and policies and the actual compensation earned by each of our Executive Ofcers. It should be noted that neither Mr. Nick A. Caporella nor Mr. Bracken receives cash compensation from the Company. The services of both are provided to the Company by CMA and their cash compensation is based solely on and included within the management fee paid to CMA. (See "Managem

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