8-K: Jones Soda Shareholders Re-elect Board, Approve Executive Pay, and Ratify Auditors at Annual Meeting

Jones Soda Co. shareholders re-elected all five director nominees, approved 2024 named executive officer compensation on an advisory basis, and ratified Berkowitz Pollack Brant Advisors + CPAs as independent auditors for fiscal year 2025 at their annual meeting.

Summary

• Jones Soda Co. held its 2025 annual meeting of shareholders on July 18, 2025, with 63,084,985 shares represented, constituting a quorum.
• Shareholders re-elected all five director nominees: Paul Norman, Ronald Dissinger, Clive Sirkin, Gregg Reichman, and Mark Murray, to serve until the next annual meeting.
• The vote for Paul Norman was 25,649,355 'For', 10,289,760 'Withheld', and 27,145,870 'Broker Non-Votes'.
• The vote for Ronald Dissinger was 27,326,477 'For', 8,612,638 'Withheld', and 27,145,870 'Broker Non-Votes'.
• The vote for Clive Sirkin was 25,602,461 'For', 10,336,654 'Withheld', and 27,145,870 'Broker Non-Votes'.
• The vote for Gregg Reichman was 25,587,367 'For', 10,351,748 'Withheld', and 27,145,870 'Broker Non-Votes'.
• The vote for Mark Murray was 24,549,859 'For', 11,389,256 'Withheld', and 27,145,870 'Broker Non-Votes'.
• Shareholders approved, on an advisory basis, the 2024 named executive officer compensation with 24,961,889 'For', 10,103,144 'Against', 874,082 'Abstain', and 27,145,870 'Broker Non-Votes'.
• Shareholders ratified the appointment of Berkowitz Pollack Brant Advisors + CPAs as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with 43,962,452 'For', 16,936,123 'Against', and 2,186,410 'Abstain'.

Sentiment

Score: 7

Explanation: The overall sentiment is moderately positive as all key proposals passed, indicating stability in governance and shareholder alignment on core issues. However, the notable 'Withheld' and 'Against' votes for director elections and executive compensation suggest some underlying shareholder dissent, preventing a higher score.

Positives

• All five director nominees were successfully re-elected, indicating continued board stability.
• The 2024 named executive officer compensation received advisory approval from shareholders.
• The appointment of Berkowitz Pollack Brant Advisors + CPAs as the independent auditor for fiscal year 2025 was ratified, ensuring continuity in financial oversight.

Negatives

• A significant number of shares were 'Withheld' from director nominees, ranging from 8.6 million to 11.3 million votes, indicating some level of shareholder dissent.
• Over 10.1 million shares voted 'Against' the advisory proposal for named executive officer compensation, suggesting notable shareholder opposition to the compensation structure.

Future Outlook

The document does not provide specific forward-looking statements or guidance beyond the re-election of directors to serve until the next annual meeting of shareholders and the ratification of auditors for the fiscal year ending December 31, 2025.

Industry Context

This filing is a routine corporate governance update detailing the outcomes of an annual shareholder meeting. It does not provide information directly related to broader industry trends or competitive landscape within the beverage sector.

Corporate Governance

Stakeholder Impact

• Shareholders: Directly impacted by the outcomes of the votes on director elections, executive compensation, and auditor ratification, which reflect their governance rights and influence over company direction.
• Management: The re-election of directors and advisory approval of executive compensation provide a mandate for the current leadership and their compensation structure.

Next Steps

• The re-elected directors will serve until the next annual meeting of shareholders.
• Berkowitz Pollack Brant Advisors + CPAs will serve as the independent registered public accounting firm for the fiscal year ending December 31, 2025.

Key Dates

Keywords

Jones Soda Co., Shareholder Meeting, Board of Directors, Executive Compensation, Auditor Ratification, Corporate Governance, SEC Filing, 8-K, Public Company