Boston Beer Co. Stockholders Elect Directors, Ratify Auditors

Ticker: SAM · Form: 8-K · Filed: 2024-05-13T00:00:00.000Z

Sentiment: neutral

Topics: annual-meeting, governance, auditors

Related Tickers: SAM

TL;DR

Boston Beer Co. shareholders voted YES on directors and auditors at the annual meeting.

AI Summary

On May 7, 2024, The Boston Beer Company, Inc. announced the results of its annual meeting of stockholders. The company reported that all director nominees were elected, and the proposal to ratify the appointment of PricewaterhouseCoopers LLP as its independent registered public accounting firm for the fiscal year ending December 28, 2024, was also approved.

Why It Matters

The election of directors and ratification of auditors are routine but essential corporate governance actions that signal stability and continued oversight for investors.

Risk Assessment

Risk Level: low — This filing reports on routine annual meeting outcomes, which typically carry low risk.

Key Players & Entities

FAQ

What was the primary purpose of this 8-K filing?

This 8-K filing reports the results of The Boston Beer Company, Inc.'s annual meeting of stockholders held on May 7, 2024.

Were the director nominees elected by the stockholders?

Yes, the filing states that all director nominees were elected by the stockholders.

Was the appointment of the independent registered public accounting firm ratified?

Yes, the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 28, 2024, was approved.

Who is The Boston Beer Company's independent registered public accounting firm?

PricewaterhouseCoopers LLP is the independent registered public accounting firm for The Boston Beer Company, Inc.

What is the fiscal year end for which the auditors were appointed?

The auditors were appointed for the fiscal year ending December 28, 2024.

Filing Stats: 1,009 words · 4 min read · ~3 pages · Grade level 11.3 · Accepted 2024-05-13 16:05:14

Key Financial Figures

Filing Documents

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. 2024 Annual Meeting of Stockholders The Company held its 2024 Annual Meeting of Stockholders on May 7, 2024, at which a quorum of over 70.8% of Class A Stockholders and 100% of Class B Stockholders was present and acting throughout. The proposals submitted by the Board of Directors to the Stockholders for action and the results of the voting on each proposal are indicated below. Item 1 . The Class A Stockholders elected the following three (3) Class A Directors, each for a term of one (1) year ending at the completion of the 2025 Annual Meeting of Stockholders and until their respective successors are duly chosen and qualified: Cynthia L. Swanson received 6,848,352 votes for, 194,755 votes withheld, and 33 shares uncast; Meghan V. Joyce received 3,282,538 votes for and 3,760,569 votes withheld; and 33 shares uncast; and Jean-Michel Valette received 3,442,138 votes for and 3,600,969 votes withheld; and 33 votes uncast. There were no broker non-votes in connection with the election of the Class A Directors. Item 2 . The Class A Stockholders considered, on an advisory basis, the following non-binding resolution relating to executive compensation: "RESOLVED, that the compensation policies and procedures followed by the Company and the Compensation Committee of the Company's Board of Directors and the level and mix of compensation paid to the Company's Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion resulting from such policies and procedures are hereby determined to be appropriate for the Company and accordingly approved." The results of the advisory vote are as follows: 6,649,043 votes for; 371,440 votes against; 22,657 abstentions, and no broker non-votes. Item 3 . The sole holder of all of the Company's outstanding shares of Class B Stock voted al

01 Other Events

Item 8.01 Other Events. At a meeting held on May 9, 2024, the Board of Directors, acting on the recommendation of the Nominating/Governance Committee, appointed the following independent Directors to the respective committees of the Board: Audit Committee : Jean-Michel Valette (Chair), Cynthia, L. Swanson, Meghan V. Joyce Compensation Committee : Julio N. Nemeth (Chair), Cynthia L. Swanson, Jean-Michel Valette Nominating/Governance Committee : Meghan V. Joyce (Chair), Julio Nemeth, Jean-Michel Valette The Company anticipates adjusting the committee assignments again once the independent Class B Director vacancy has been filled. On May 9, 2024, the non-employee members of the Board appointed Julio N. Nemeth as the Board's Lead Director.

01 Other Events

Item 8.01 Other Events On May 7, 2024, Chief People Officer Carolyn O'Boyle entered into an individual trading plan pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, covering proposed sales of up to 746 shares of the Company's Class A Common Stock. The purpose of the 10b5-1 plan is to provide liquidity and investment diversification. On May 13, 2024, the Company entered into a 10b5-1 plan to repurchase up to $63 million of the Company's Class A Common Stock during the period commencing June 30, 2024 and ending September 27, 2024.

SIGNATURES

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 hereunto duly authorized. The Boston Beer Company, Inc. Date: May 13, 2024 By: /s/ Michael Spillane Name: Michael Spillane Title: President & Chief Executive Officer

View on Read The Filing