DEF: Willamette Valley Vineyards Announces 2025 Annual Shareholder Meeting Agenda, New CEO, and Significant Equity Incentive Plan Amidst Continued Losses

• The 2025 Annual Meeting of Shareholders will be held virtually on Saturday, July 12, 2025, at 11:00 a.m. Pacific Time, with May 8, 2025, as the record date for voting.
• Shareholders will vote on the re-election of James L. Ellis to the Board of Directors for a term ending in 2028, the ratification of Moss Adams LLP as the independent auditor for 2025, and the approval of the 2025 Omnibus Equity Incentive Plan.
• The 2025 Omnibus Equity Incentive Plan proposes to make 1,241,132 shares of common stock available for grants, representing approximately 25% potential equity dilution based on 4,964,529 shares outstanding as of the record date.
• Michael Osborn was appointed Chief Executive Officer effective May 19, 2025, and his compensation package includes 15,000 common shares and 285,000 performance-based restricted share units (PRSUs) valued at approximately $1,630,200.
• The company reported net losses of ($117,890) in 2024, ($1,198,590) in 2023, and ($646,490) in 2022, with corresponding losses applicable to common shareholders of ($2,370,835), ($3,245,690), and ($2,512,943) for the same periods.
• Total Shareholder Return (TSR) for an initial $100 investment declined from $65.89 in 2022 to $59.16 in 2023 and further to $37.33 in 2024.
• The Board of Directors is comprised of seven members, with James W. Bernau serving as President and Chairperson, and a majority of directors determined to be independent.
• The company has adopted an insider trading policy prohibiting short sales, hedging, margin purchases, and pledging of securities by officers, directors, and employees, and restricts equity award grants around material non-public information releases.
• Two executive officers, James Bernau and Stan Turel, had delinquent Section 16(a) reports in 2024.

Score: 4

Explanation: The sentiment is moderately negative due to persistent financial losses and declining shareholder returns. While the appointment of a new CEO and the proposed equity incentive plan signal efforts towards future growth and improved performance, the current financial state is a significant concern. Minor governance issues like delinquent Section 16(a) reports also contribute to a slightly negative perception.

• The appointment of Michael Osborn as the new Chief Executive Officer, with his background as founder of Wine.com, suggests a strategic move to enhance leadership and potentially drive future growth.
• The proposed 2025 Omnibus Equity Incentive Plan aims to strengthen commitment, motivate, and attract/retain competent individuals by aligning management interests with shareholder value creation through performance-based incentives.
• The company maintains strong corporate governance practices, with a majority of independent directors and independent members on key committees (Audit and Compensation Committees).
• The Board's commitment to independent oversight is demonstrated by independent directors performing nominating committee functions and the ability for independent directors to call meetings.

• The company has reported consistent net losses for the fiscal years ended December 31, 2024 ($117,890), 2023 ($1,198,590), and 2022 ($646,490).
• Losses applicable to common shareholders were substantial: ($2,370,835) in 2024, ($3,245,690) in 2023, and ($2,512,943) in 2022.
• The Total Shareholder Return (TSR) has shown a significant decline, with an initial $100 investment value dropping to $37.33 by the end of 2024 from $65.89 in 2022.
• The proposed 2025 Omnibus Equity Incentive Plan could result in approximately 25% potential equity dilution, which may concern existing shareholders.
• Two executive officers, James Bernau and Stan Turel, had delinquent Section 16(a) reports, indicating lapses in timely regulatory compliance.

• The government-mandated escheatment process poses a risk to shareholders, as shares could be transferred to state governments as unclaimed property if the company or its transfer agent cannot locate the shareholder.
• The company's continued financial losses indicate ongoing operational or market challenges that could impact future profitability and shareholder value.
• The significant potential equity dilution from the 2025 Omnibus Equity Incentive Plan could negatively impact existing shareholder value if not offset by substantial future growth and profitability.

The company's future outlook, as implied by the proposed 2025 Omnibus Equity Incentive Plan and the appointment of a new CEO, is focused on long-term value creation through incentivizing employees and management to achieve business and growth goals. The plan aims to provide a platform for continued growth, while managing program costs and share utilization levels within acceptable industry standards.

• "The government-mandated escheatment process could adversely affect your shares. If the Company, or the Company's Transfer Agent, Equiniti, cannot locate you, they are required to transfer your shares to the state government as unclaimed property. Voting your shares or updating your contact information will assure your continued control of your shares."
• "The Board believes the interests of all shareholders are best served at the present time through a leadership model with the same person holding the positions of President and Chairperson of the Board."
• "Mr. Bernau possesses an in-depth knowledge of the Company, its operations, and the array of challenges to be faced, gained through over 35 years of successful experience in the industry. The Board believes that these experiences and other insights put Mr. Bernau in the best position to provide broad leadership for the Board as it considers strategy and as it exercises its fiduciary responsibilities to its shareholders."
• "The Board believes that this number of shares [for the 2025 Plan] constitutes reasonable potential equity dilution and provides a significant incentive for employees to increase the value of the Company for all shareholders."
• "We believe the shares of common stock reserved under the 2025 Plan will provide us with the platform needed for our continued growth, while managing program costs and share utilization levels within acceptable industry standards."

As a publicly traded winery, Willamette Valley Vineyards operates within the highly competitive and often capital-intensive beverage alcohol industry, specifically the wine sector. The appointment of a new CEO with a background in online wine retail (Wine.com) suggests a potential strategic emphasis on e-commerce and direct-to-consumer channels, which aligns with broader industry trends towards digital transformation and evolving consumer purchasing habits. The company's consistent net losses, however, indicate challenges in achieving profitability within this landscape, possibly due to market saturation, production costs, or competitive pressures.

• NA

• **Shareholders**: Will be directly impacted by the vote on the 2025 Omnibus Equity Incentive Plan due to potential dilution (approx. 25%) and the long-term incentive structure for management. The continued financial losses and declining TSR directly affect their investment value. The escheatment process is a risk to their share ownership if contact information is not updated.
• **Employees**: Will be eligible to participate in the 2025 Omnibus Equity Incentive Plan, which aims to strengthen their commitment and motivate them, potentially improving morale and retention.
• **Management/Executives**: Directly benefit from the proposed 2025 Omnibus Equity Incentive Plan, which offers significant equity awards, including for the new CEO. Their compensation is tied to company performance and the new clawback policy introduces additional accountability.
• **Customers/Suppliers**: No direct impact mentioned in the document, but improved company performance due to new leadership and incentive plans could indirectly lead to better products or services, or more stable business relationships.

• Shareholders are encouraged to vote on the proposals for the Annual Meeting by July 11, 2025, via internet, phone, or mail.
• The company will announce preliminary voting results at the Annual Meeting and publish final results within four business days in a Current Report on Form 8-K.
• The 2025 Omnibus Equity Incentive Plan will become effective upon shareholder approval at the Annual Meeting.
• Michael Osborn will receive 15,000 shares of common stock no later than 90 days after his May 19, 2025 start date, and will begin receiving performance RSUs on the one-year anniversary of his start date.
• Shareholders wishing to submit proposals for the 2026 annual meeting proxy statement must do so by January 30, 2026.
• Shareholders wishing to submit other proposals or director nominations for the 2026 annual meeting must do so by March 1, 2026.

• No related party transactions exceeding the lesser of $120,000 or 1% of average total assets were disclosed for the fiscal years ended December 31, 2024 and 2023, other than executive and director compensation arrangements already described.

• 1983: James W. Bernau originally established Willamette Valley Vineyards as a sole proprietorship.
• 1988-05: Company co-founded by James W. Bernau and Donald Voorhies; James W. Bernau became President and Chairperson of the Board.
• 1988-08-03: Initial date of James W. Bernau's employment agreement.
• 1991-07: James L. Ellis began serving as a director of the Company.
• 1994-11: Stan G. Turel began serving as a director of the Company.
• 1997: Executive Committee was appointed by the Board.
• 2007-07: Sean M. Cary began serving as a director of the Company.
• 2007-10: Craig Smith began serving as a director of the Company.
• 2009: Craig Smith became Secretary of the Company.
• 2009-01: Board adopted the revised WVV Board Member Compensation Plan.
• 2009-07: James L. Ellis retired from full-time duties with the Company.
• 2015-11: Board of Directors amended the Company's Bylaws to include staggered board terms.
• 2019-09: John Ferry began serving as Chief Financial Officer of the Company.
• 2019-09-11: Date of John Ferry's employment agreement.
• 2022: Sarah Rose began serving as a director of the Company.
• 2022-07-16: Cara Pepper Day joined the Board.
• 2023-12-31: Fiscal year end for 2023 financial data.
• 2024: Board of Directors met four times; Audit Committee met four times; Compensation, Capital Development, and Executive Committees did not meet.
• 2024-02: Board Compensation Plan was amended at a Board meeting.
• 2024-12-31: Fiscal year end for 2024 financial data; no outstanding equity awards at this date.
• 2025-02-13: Elizabeth Spencer resigned from the Board.
• 2025-05-08: Record date for shareholders entitled to notice of and to vote at the Annual Meeting.
• 2025-05-12: Company entered into an executive employment agreement with Michael Osborn.
• 2025-05-19: Michael Osborn's start date as Chief Executive Officer; James W. Bernau resigned as CEO.
• 2025-05-27: Board of Directors adopted the 2025 Omnibus Equity Incentive Plan; Compensation Committee approved PRSU grants for Michael Osborn.
• 2025-05-30: Notice of Internet Availability first mailed to shareholders; date of the Proxy Statement.
• 2025-07-11: Deadline for voting by Internet or telephone (11:59 p.m. Eastern Time).
• 2025-07-12: Date of the 2025 Annual Meeting of Shareholders.
• 2026-01-30: Deadline for shareholder proposals to be considered for inclusion in next year's proxy statement.
• 2026-03-01: Latest deadline for other shareholder proposals and director nominations for the 2026 Annual Meeting.
• 2026-04-30: Date by which John Ferry is eligible to receive a $150,000 retention payment if still with the company.
• 2028: Term end for the director nominee James L. Ellis if elected at the 2025 Annual Meeting.