Coffee Holding Co. Sets Virtual Annual Meeting, Board Recommends 'FOR' All Proposals

TL;DR

**JVA's virtual annual meeting is a routine governance check, but watch the executive compensation vote for any shareholder dissent.**

AI Summary

Coffee Holding Co., Inc. (JVA) is holding its 2025 Annual Meeting of Stockholders on December 16, 2025, virtually via the Internet. Key proposals include the election of two directors, Gerard DeCapua and George F. Thomas, to serve three-year terms expiring in 2028. Stockholders will also vote to ratify the appointment of CBIZ CPAs P.C. as the independent registered public accounting firm for the fiscal year ending October 31, 2025. Additionally, there will be advisory votes on executive compensation and the frequency of future advisory votes on executive compensation. As of the record date, October 17, 2025, there were 5,708,599 shares of common stock outstanding. Andrew Gordon, President and CEO, beneficially owns 10.9% of outstanding shares, while David Gordon, EVP - Operations, owns 10.9%. Renaissance Technologies LLC is a significant institutional holder with 6.7% beneficial ownership.

Why It Matters

This DEF 14A filing outlines the governance structure and key decisions for Coffee Holding Co., Inc., directly impacting investor confidence and strategic direction. The election of directors Gerard DeCapua and George F. Thomas will shape the company's leadership for the next three years, influencing future operational and financial policies. Ratifying CBIZ CPAs P.C. ensures continued financial oversight, crucial for maintaining transparency and regulatory compliance in a competitive coffee market. Advisory votes on executive compensation and its frequency provide a mechanism for stockholders to voice their opinions on management incentives, potentially affecting executive performance and long-term company value.

Risk Assessment

Risk Level: low — The filing primarily details standard annual meeting procedures, including director elections and auditor ratification, which are routine corporate governance matters. There are no indications of contentious proposals, significant financial distress, or unusual changes in company operations. The Board of Directors unanimously recommends 'FOR' all proposals, suggesting a smooth meeting.

Analyst Insight

Investors should review the director nominees and the auditor appointment, but primarily focus on the advisory vote on executive compensation. While the Board recommends 'FOR' all proposals, a strong 'against' vote on compensation could signal shareholder dissatisfaction, warranting further investigation into JVA's executive pay practices.

Key Numbers

• 5,708,599 — Shares of common stock outstanding (As of October 17, 2025 Record Date)
• 10.9% — Andrew Gordon's beneficial ownership (Includes 39,000 direct shares, 349,000 exercisable options, and 273,750 indirect shares)
• 10.9% — David Gordon's beneficial ownership (Includes 374,037 direct shares and 281,000 exercisable options)
• 6.7% — Renaissance Technologies LLC beneficial ownership (Significant institutional holder)
• 22.1% — All directors and executive officers as a group beneficial ownership (Total ownership for 7 persons)
• October 17, 2025 — Record Date (For voting eligibility at the Annual Meeting)
• December 16, 2025 — Annual Meeting Date (Meeting to be held virtually at 3:00 p.m. Eastern Time)
• 3 — Years (Term for elected directors Gerard DeCapua and George F. Thomas)
• $0.001 — Par value per share (Common stock par value)
• 2028 — Year (When elected directors' terms will expire)

Key Players & Entities

• COFFEE HOLDING CO INC (company) — Registrant
• JVA (company) — Ticker
• CBIZ CPAs P.C. (company) — Independent registered public accounting firm
• Andrew Gordon (person) — President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director
• David Gordon (person) — Executive Vice President - Operations, Secretary and Director
• Gerard DeCapua (person) — Director nominee
• George F. Thomas (person) — Director nominee
• Renaissance Technologies LLC (company) — 5% or more beneficial owner
• SEC (regulator) — Securities and Exchange Commission
• New York Stock Exchange (regulator) — Determines routine vs. non-routine proposals

FAQ

Industry Context

Coffee Holding Co., Inc. operates within the coffee industry, which is characterized by global supply chains, fluctuating commodity prices, and evolving consumer preferences for different coffee types and brewing methods. The industry includes roasters, distributors, and retailers, with competition arising from both large established players and smaller specialty coffee businesses.

Regulatory Implications

As a publicly traded company, Coffee Holding Co., Inc. is subject to SEC regulations, including timely and accurate financial reporting and disclosure requirements. The company must also comply with stock exchange rules and corporate governance standards. The ratification of the independent auditor is a standard regulatory requirement to ensure financial statement integrity.

What Investors Should Do

1. Vote on Director Elections
2. Ratify Independent Auditor
3. Participate in Advisory Votes
4. Review Shareholder Information

Key Dates

• 2025-10-17: Record Date — Establishes the list of stockholders entitled to vote at the Annual Meeting.
• 2025-12-16: Annual Meeting Date — The date of the 2025 Annual Meeting of Stockholders, to be held virtually.
• 2025-10-31: Fiscal Year End — The end date for the fiscal year for which CBIZ CPAs P.C. is being ratified as the independent auditor.
• 2028-12-16: Director Term Expiration — The year when the terms of the newly elected directors will expire, assuming they are elected for three-year terms.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document is the proxy statement for Coffee Holding Co., Inc.'s 2025 Annual Meeting.)

Proxy Statement

A document that provides shareholders with information about a company's annual meeting and the matters to be voted upon. (This document is the proxy statement for Coffee Holding Co., Inc.'s 2025 Annual Meeting.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (October 17, 2025, is the record date for determining which stockholders can vote at the December 16, 2025, Annual Meeting.)

Independent Registered Public Accounting Firm

An external auditing firm hired by a company to conduct an independent audit of its financial statements. (CBIZ CPAs P.C. is proposed to be ratified as the company's auditor for the fiscal year ending October 31, 2025.)

Advisory Vote on Executive Compensation

A non-binding shareholder vote on the compensation of the company's top executives. (Shareholders will have an advisory vote on executive compensation at the Annual Meeting.)

Beneficial Ownership

The power to direct the voting or disposition of securities, even if the securities are not registered in the person's name. (The filing details the beneficial ownership of shares by directors, officers, and significant shareholders like Andrew Gordon, David Gordon, and Renaissance Technologies LLC.)

Virtual Annual Meeting

A shareholder meeting conducted entirely online, allowing participants to attend, listen, submit questions, and vote remotely. (Coffee Holding Co., Inc. will hold its 2025 Annual Meeting virtually via the Internet.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2025 Annual Meeting. Specific comparative financial metrics from a prior DEF 14A filing are not directly available within this document. However, the meeting agenda indicates a focus on director elections, auditor ratification, and advisory votes on executive compensation, which are standard annual governance items. The virtual meeting format is a notable procedural change from potentially in-person meetings in prior years.

Key Financial Figures

• $0.001 — of Coffee Holding Co., Inc., par value $0.001 per share, at the close of business on

Filing Documents

• formdef14a.htm (DEF 14A) — 331KB
• formdef14a_001.jpg (GRAPHIC) — 103KB
• formdef14a_002.jpg (GRAPHIC) — 101KB
• proxycard_001.jpg (GRAPHIC) — 344KB
• proxycard_002.jpg (GRAPHIC) — 596KB
• 0001493152-25-020082.txt ( ) — 3575KB
• jva-20241231.xsd (EX-101.SCH) — 4KB
• jva-20241231_def.xml (EX-101.DEF) — 6KB
• jva-20241231_lab.xml (EX-101.LAB) — 51KB
• jva-20241231_pre.xml (EX-101.PRE) — 40KB
• formdef14a_htm.xml (XML) — 24KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY 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 COFFEE HOLDING CO., INC. (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 computer on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: COFFEE HOLDING CO., INC. 3475 Victory Boulevard Island, NY 10314 October 29, 2025 To be held on December 16, 2025 Dear Stockholder: You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the " Annual Meeting ") of Coffee Holding Co., Inc. (the " Company " or " JVA ") which will be held on Tuesday, December 16, 2025, beginning at 3:00 p.m. Eastern Time. The Annual Meeting will be held live via the Internet. Stockholders will be able to listen to the meeting live, submit questions and vote online regardless of location via the Internet at https://edge.media-server.com/mmc/go/jva2025agm by using the Control ID and Request ID included in the instructions that accompanied your proxy materials. You will not be able to attend the Annual Meeting in person . The Annual Meeting will be held for the following purposes: to elect two directors to the Board of Directors to hold office for the following three years until their successors are elected; to ratify the appointment of CBIZ CPAs P.C. (" CBIZ ") as the Company's independent registered public accounting firm for our fiscal year ending October 31, 2025; to hold an advisory vote on executive compensation; to hold an advisory vote on the frequency of holding stockholder advisory votes on executive compensation; and to transact any other business that may properly come before the meeting or any adjournment thereof. Only stockholders of record at the close of business on October 17, 2025 are entitled to receive notice of and to vote at the Annual Meeting or any postponement or adjournment thereof. Your vote is important. Whether you plan to attend the Annual Meeting live via the Internet or not, you may vote your shares over the Internet or by marking, signing, dating and mailing the proxy card in the envelope provided. If you attend the Annual Meeting live via the Internet and prefer to vote during the Annual Meeting, you may do so even if you have already voted your shares. You may revoke your proxy in the manner described in this Proxy Statement at any time before it has been voted at the Annual Meeting. In order to attend the virtual Annual Meeting at https://edge.media-server.com/mmc/go/jva2025agm, stockholders must enter the Control ID found on their proxy card or voting instruction form which stockholders previously received. If you hold your shares beneficially through a bank or broker, you must follow the instructions provided by your broker or nominee. Instructions on how to connect and participate live via the Internet are posted at https://edge.media-server.com/mmc/go/jva2025agm. On behalf of the Board of Directors and the employees of Coffee Holding Co., Inc., we thank you for your continued support and look forward to speaking with you at the Annual Meeting. Coffee Holding Co., Inc. By: /s/ Andrew Gordon Andrew Gordon President and Chief Executive Officer Notice of Annual Meeting of Stockholders Date: Tuesday, December 16, 2025 Time: 3:00 p.m., Eastern Time Place: This year's Annual Meeting will be held via the Internet. Stockholders will be able to listen, vote and submit questions regardless of location via the Internet at https://edge.media-server.com/mmc/go/jva2025agm by using the stockholder information included on your notice regarding the availability of proxy materials, proxy card (printed in the box and marke

View Full Filing

View this DEF 14A filing on SEC EDGAR