Jones Soda Co. Announces Annual Meeting of Shareholders on May 13, 2024

TL;DR

<b>Jones Soda Co. will hold its virtual Annual Meeting of Shareholders on May 13, 2024, to elect directors and vote on executive compensation and auditor ratification.</b>

AI Summary

JONES SODA CO (JSDA) filed a Proxy Statement (DEF 14A) with the SEC on April 3, 2024. Annual Meeting of Shareholders to be held virtually on May 13, 2024, at 9:00 a.m. Seattle time. Shareholders of record as of March 18, 2024, are entitled to vote. Agenda includes election of five directors, advisory approval of 2023 executive compensation, and ratification of independent auditors. Berkowitz Pollack Brant Advisors + CPAs proposed as independent registered public accounting firm for fiscal year ending December 31, 2024. The Board of Directors recommends voting 'FOR' the nominated directors.

Why It Matters

For investors and stakeholders tracking JONES SODA CO, this filing contains several important signals. The virtual format aims to provide a consistent experience for all shareholders, regardless of location. Key decisions regarding board composition, executive pay, and auditor independence will be made.

Risk Assessment

Risk Level: low — JONES SODA CO shows low risk based on this filing. The filing is a routine proxy statement for an annual shareholder meeting, with no immediate financial or operational changes indicated.

Analyst Insight

Shareholders should review the proposals and vote accordingly, paying attention to director nominations and executive compensation.

Key Numbers

• 5 — Directors to be elected (To serve for a one-year term)
• 2023 — Named executive officer compensation (To be approved on an advisory basis)
• 2024 — Fiscal year (For which independent auditors are being ratified)

Key Players & Entities

• JONES SODA CO (company) — Registrant
• Berkowitz Pollack Brant Advisors + CPAs (company) — Independent registered public accounting firm
• May 13, 2024 (date) — Annual Meeting date
• March 18, 2024 (date) — Record date for voting eligibility
• 2025 (date) — Director term expiration year
• 2023 (date) — Named executive officer compensation year
• December 31, 2024 (date) — Fiscal year end for auditor appointment

FAQ

Risk Factors

• Compliance with SEC Regulations [low — regulatory]: The company must comply with all SEC rules and regulations regarding proxy solicitations and annual meetings.
• Virtual Meeting Logistics [low — operational]: Ensuring a smooth and accessible virtual meeting experience for all shareholders is critical for participation and voting.
• Auditor Independence and Ratification [low — financial]: Shareholder approval of the independent auditor is a key governance item, ensuring confidence in financial reporting.

Industry Context

Jones Soda Co. operates in the beverage industry, specifically focusing on premium, niche soda products.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, governing proxy solicitations.

What Investors Should Do

1. Review the nominees for the Board of Directors and their qualifications.
2. Understand the advisory vote on the 2023 named executive officer compensation.
3. Confirm the ratification of Berkowitz Pollack Brant Advisors + CPAs as the independent auditor.

Key Dates

• 2024-05-13: Annual Meeting of Shareholders — Shareholders will vote on key company matters.
• 2024-03-18: Record Date — Determines shareholder eligibility to vote at the Annual Meeting.

Year-Over-Year Comparison

This is a DEF 14A filing, indicating it is the definitive proxy statement for the upcoming annual shareholder meeting.

Filing Documents

• jsda20240322_def14a.htm (DEF 14A) — 384KB
• jsda20240322_def14aimg001.jpg (GRAPHIC) — 3KB
• jsda20240322_def14aimg002.jpg (GRAPHIC) — 3KB
• proxycardimportantnotice.jpg (GRAPHIC) — 80KB
• proxycardnotavalidballot.jpg (GRAPHIC) — 75KB
• proxycardscanto.jpg (GRAPHIC) — 98KB
• proxycardvotecounts.jpg (GRAPHIC) — 110KB
• 0001437749-24-010839.txt (&nbsp;) — 892KB

From the Filing

DEF 14A 1 jsda20240322_def14a.htm FORM DEF 14A jsda20240322_def14a.htm 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 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 JONES SODA CO. (Name of Registrant as Specified in its Charter) ( Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 JONES SODA CO. 4786 1st Avenue South, Suite 103 Seattle, Washington 98134 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 13, 2024 9:00 A.M. Dear Shareholders: You are cordially invited to attend the annual meeting of shareholders (the "Annual Meeting") of Jones Soda Co. (the "Company," "we," "us," or "our") which will be held at 9:00 a.m. Seattle time on Monday, May 13, 2024. The Annual Meeting will be an entirely virtual meeting. That means you can attend the Annual Meeting online via a live webcast on the Internet, vote your shares electronically and submit questions during the Annual Meeting by visiting http://www.virtualshareholdermeeting.com/JSDA2024. We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all shareholders regardless of location. Only shareholders who owned stock at the close of business on the record date, March 18, 2024, are entitled to receive notice and to vote at the Annual Meeting, or any adjournments of the Annual Meeting that may take place. At the Annual Meeting, you will be asked to consider and act upon the following matters: 1. To elect five directors to serve for a one-year term to expire at the 2025 annual meeting of shareholders; 2. To approve, on an advisory basis, the Company's 2023 named executive officer compensation; 3. To ratify the appointment of Berkowitz Pollack Brant Advisors + CPAs as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024; and 4. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. The Company's Board of Directors has fixed the close of business on March 18, 2024 as the record date for a determination of shareholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE COMPANY NOMINATED DIRECTORS DESCRIBED IN THE PROXY STATEMENT, "FOR" APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO THE COMPANY'S 2023 NAMED EXECUTIVE OFFICERS, AND "FOR" RATIFICATION OF THE APPOINTMENT OF BERKOWITZ POLLAK BRANT ADVISORS + CPAS AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. Each of these items of business is more fully described in the proxy statement for the Annual Meeting (the "Proxy Statement"). Internet Availability of Proxy Materials – In accordance with applicable Securities and Exchange Commission rules, we are making our proxy materials, including the Proxy Statement and the related proxy as well as our annual report to security holders (which is not a part of our proxy solicitation materials), available over the Internet at https://www.jonessoda.com/pages/sec. Please read the Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held by Virtual Meeting on May 13, 2024 (the "Notice of Internet Availability") and Proxy Statement for more information on this alternative, which we believe will allow us to provide shareholders with the information they need while lowering the costs of delivering the Proxy Statement and related materials and reducing the environmental impact of the Annual Meeting. By the Order of the Board of Directors /s/ Paul Norman Paul Norman Chairman of the Board of Directors Seattle, Washington Dated: April 3, 2024 Please note that in order to attend and vote at the Annual Meeting via live webcast, shareholders will need to access the website at www.virtualshareholdermeeting.com/JSDA2024 and input the unique 16-digit control number assigned to such shareholder, as set forth on the shareholder ' s proxy card or the Notice of Internet Availability. 1 IMPORTANT We urge you to vote by telephone, by internet or by marking your vote on the proxy card, signing and dating the proxy card, and returning it to us in the envelope provided at your earliest convenience. Your vote will ensure the presence of a quorum at the Annual Meeting and will save us the expens

View Full Filing

View this DEF 14A filing on SEC EDGAR