DEF 14A: Zevia PBC Announces 2024 Annual Meeting of Stockholders, Outlines Key Proposals

Zevia PBC's 2024 Annual Meeting of Stockholders will address the election of two Class III directors and the ratification of Deloitte & Touche LLP as the independent accounting firm.

Summary

• Zevia PBC will hold its 2024 Annual Meeting of Stockholders on June 11, 2024, in Santa Monica, California.
• Stockholders will vote on the election of two Class III directors, Jacqueline J. Hayes and Julie G. Ruehl, each for a three-year term.
• The meeting will also include a vote to ratify the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024.
• The Board of Directors recommends voting FOR the election of each director nominee and FOR the ratification of Deloitte & Touche LLP.
• The record date for determining stockholders eligible to vote at the Annual Meeting was April 17, 2024.
• As of the record date, there were 58,179,676 shares of Class A common stock and 14,117,351 shares of Class B common stock issued and outstanding.
• The proxy materials were first made available to stockholders on or about April 24, 2024.
• The Board met eight times during the year ended December 31, 2023.
• The non-employee directors met in eight executive sessions during fiscal year 2023.
• Each member of the Board attended at least 75% of the aggregate number of meetings of the Board and the committees on which he or she served during the period in which he or she was on the Board or committee.

Sentiment

Score: 7

Explanation: The document is generally positive, highlighting the company's commitment to corporate governance, sustainability, and providing better-for-you beverages. However, the lack of annual bonuses due to not meeting the adjusted EBITDA threshold is a negative factor.

Positives

• The Board is committed to sound corporate governance policies and high ethical standards.
• The Board has a diverse membership and actively seeks to achieve a variety of occupational and personal backgrounds.
• The company has implemented a confidential hotline to assist its employees in complying with their ethical and legal obligations and to report suspected violations of applicable laws or Company policies or procedures.
• Zevia PBC has been a certified B Corp since June 2021 and was recertified on March 9, 2023, with an increase in score from 82 to 91.2, reflecting our recent ESG improvements as we entered into our second year of operations as a public company.
• All full-time Zevia employees receive an equity interest in the Company under our equity compensation plans, a fair wage, and competitive benefits.

Negatives

• The company's adjusted EBITDA performance of $(19) million did not achieve the threshold level of performance and, therefore, no annual bonuses were earned for 2023.

Risks

• The Proxy Statement contains forward-looking statements that involve substantial known and unknown risks and uncertainties.
• The classification of directors has the effect of making it more difficult for stockholders to change the composition of the Board.
• The company is subject to the risks associated with being a public benefit corporation and a Certified B Corporation, including the risk of not meeting the standards for certification.

Future Outlook

The Board oversees the Company's stockholder engagement efforts, with support from its committees. During fiscal 2023, members of the senior management team continued their active engagement with stockholders, including regular participation at analyst meetings and industry conferences. Our Investor Relations team communicated with institutional investors throughout the 2023 calendar year to gain their perspectives on current issues and address any questions or concerns. We will continue our stockholder engagement and investor outreach during fiscal year 2024, including our regular participation at industry conferences.

Management Comments

• The Board has determined that the matters to be considered at the Annual Meeting are in the best interests of the Company and its stockholders.
• The Board unanimously recommends a vote FOR each matter to be considered.
• We are guided by our purpose of creating a world of better-for-you flavor, better for the people and the planet.
• We are dedicated to acting responsibly and committed to creating real ESG impact through combatting the harmful effects of sugar and to support the health of individuals and the communities we serve by creating zero calorie, naturally sweetened beverages.

Industry Context

The document highlights Zevia's commitment to providing better-for-you beverages, which aligns with the broader industry trend of consumers seeking healthier alternatives to traditional sugary drinks. The company's focus on sustainability and ESG initiatives also reflects the growing importance of these factors in the food and beverage industry.

Comparison to Industry Standards

• The document mentions several peer companies, including Celsius Holdings, Inc., The Vita Coco Company, Inc., and Beyond Meat, Inc., which are also focused on providing healthier and more sustainable food and beverage options.
• Zevia's commitment to sustainable packaging, such as using aluminum cans instead of plastic bottles, is in line with industry efforts to reduce environmental impact.
• The company's B Corp certification demonstrates its commitment to meeting high standards of social and environmental performance, which is becoming increasingly important for companies in the consumer goods industry.

Management Changes

Corporate Governance

Stakeholder Impact

• The election of directors and ratification of the accounting firm will impact shareholders by ensuring proper governance and financial oversight.
• The company's commitment to ESG initiatives and its public benefit purpose will impact consumers, employees, and communities by promoting healthier lifestyles and sustainable practices.
• The executive compensation policies and practices will impact executives by aligning their interests with those of the company and its stakeholders.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the Proxy Statement.
• The company will continue its stockholder engagement and investor outreach during fiscal year 2024.
• The Board will continue to oversee the Company's ESG strategies and initiatives.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Board of Directors, Director Election, Deloitte & Touche LLP, Corporate Governance, Executive Compensation, Public Benefit Corporation, B Corporation, ESG