DEF: Zevia PBC Sets Date for 2025 Annual Stockholders Meeting, Recommends Director Elections and Auditor Ratification

Zevia PBC announces its 2025 Annual Meeting of Stockholders to be held virtually on June 12, 2025, with proposals including the election of three Class I directors and ratification of Deloitte & Touche LLP as the independent auditor.

Summary

• Zevia PBC will hold its 2025 Annual Meeting of Stockholders virtually on June 12, 2025, at 9:00 a.m. Pacific Time.
• Stockholders of record as of April 16, 2025, are eligible to vote.
• The meeting will address the election of three Class I directors (Andrew Ruben, Padraic Spence, and Amy Taylor) and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The Board of Directors recommends voting 'FOR' each director nominee and 'FOR' the ratification of Deloitte.
• Proxy materials are available online, and the company aims to reduce environmental impact by providing access via the internet.
• The company's Board consists of eight directors, with a classified structure phasing out starting in 2027.
• The Board has determined that several directors, including David Lee, Rosemary Ripley, Andrew Ruben, Alexandre Ruberti, Julie Ruehl, and Justin Shaw, are independent.
• Director compensation includes an annual board retainer of $60,000 and an additional annual RSU grant valued at $100,000.
• The company's public benefit purpose includes creating better-for-you beverages, promoting employee well-being, and forging an enduring profitable business.
• Zevia estimates that its consumers have eliminated over 90,000 metric tons of sugar from their diets since 2011 by choosing Zevia products.
• The company estimates it has saved over 30,000 metric tons of plastic by using aluminum cans since its founding in 2007.
• As of March 23, 2025, Zevia's products are priced at an average retail cost per ounce of $0.08, representing the 31st percentile within all liquid refreshment beverages.

Sentiment

Score: 7

Explanation: The document is generally positive, highlighting the company's commitment to sustainability, health, and corporate governance. However, the lack of bonus payouts due to not meeting performance metrics tempers the overall sentiment.

Positives

• The company is committed to reducing its environmental impact by using aluminum cans instead of plastic bottles.
• Zevia's products are positioned as a healthier alternative to sugar-sweetened beverages, helping consumers reduce sugar intake.
• The company is a certified B Corporation, reflecting its commitment to social and environmental performance.
• The company's products are priced affordably, making them accessible to a wide range of consumers.
• The company is phasing out its classified board structure starting in 2027, which is generally viewed favorably from a corporate governance perspective.

Negatives

• The company did not achieve the threshold level of performance for any metric in 2024, and therefore, no annual bonuses were earned for 2024.

Risks

• The document mentions forward-looking statements that involve substantial known and unknown risks and uncertainties, as detailed in the company's SEC filings.
• The company's success depends on its ability to balance the pecuniary interests of stockholders with its public benefit purpose.

Future Outlook

The company will continue its stockholder engagement and investor outreach during fiscal year 2025, including regular participation at industry conferences.

Management Comments

• The Board of Directors has determined that the matters to be considered at the Annual Meeting are in the best interests of the Company and its stockholders and unanimously recommends a vote 'FOR' each matter to be considered.
• We believe that we have been successful in meeting these objectives and promoting these public benefits to our stakeholders.

Industry Context

The document highlights Zevia's position within the beverage industry as a better-for-you alternative, addressing the growing consumer concern about sugar consumption and environmental impact. The company's B Corp certification aligns with the increasing trend of businesses focusing on ESG factors.

Comparison to Industry Standards

• The document mentions several peer companies used for compensation benchmarking, including Beyond Meat, Freshpet, Celsius Holdings, and The Vita Coco Company.
• Zevia's commitment to using aluminum cans instead of plastic bottles aligns with broader industry efforts to reduce plastic waste, similar to initiatives by companies like Coca-Cola and PepsiCo to increase the use of recycled materials.
• The company's focus on zero-sugar beverages positions it to compete with other brands in the low-calorie beverage market, such as Diet Coke and Pepsi Zero Sugar.
• Zevia's B Corp certification places it among other companies committed to social and environmental responsibility, such as Patagonia and Ben & Jerry's.

Management Changes

Corporate Governance

Stakeholder Impact

• Stockholders: Impacted by the election of directors and ratification of the auditor, as well as the company's overall performance and governance.
• Employees: Affected by the company's commitment to employee well-being and compensation policies.
• Customers: Benefit from the availability of healthier beverage options and the company's commitment to affordability.
• Communities: Positively impacted by the company's public benefit purpose and its efforts to reduce sugar consumption and environmental waste.

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 2025.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Board of Directors, Director Election, Auditor Ratification, Corporate Governance, Public Benefit Corporation, Sustainability, Executive Compensation, Zevia