Item 2.02. Results of Operations and Financial Condition.
On March 9, 2017, Jones Soda Co. (the "Company") issued a press release
announcing its financial results for the fourth quarter ended December
31, 2016. The press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
The Company will discuss its results for the quarter and fiscal year
ended December 31, 2016 on
its scheduled conference call today,
March 9, 2017 at 4:30 p.m. Eastern time (1:30 p.m. Pacific time). This
call will be webcast and can be accessed by visiting our website at
www.jonessoda.com
or
www.jonessoda.com/company/jones-press/webcasts
. Investors may
also listen to the call via telephone by dialing (719) 325-4786
(confirmation code: 1222734). In addition, a telephone replay will be
available by dialing (412) 317-6671 (confirmation code: 1222734) through
March 16, 2017, at 11:59 p.m. Eastern Time.
The information in this Current Report in Item 2.02 and Exhibit 99.1 is
being furnished to the Securities and Exchange Commission and shall not
be deemed “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934, or otherwise subject to the liabilities of that
Section, and shall not be incorporated by reference into any
registration statement or other document filed pursuant to the
Securities Act of 1933, except as shall be expressly set forth by
specific reference in such a filing.
Item 5.02 Appointment of Certain Officers
On March 7, 2017, the Company’s Board of Directors appointed Max
Schroedl, the Company’s current Vice President of Finance and Principal
Financial Officer, as the Company’s Chief Financial Officer, effective
March 7, 2017.
Mr. Schroedl, age 34, has served as Vice President of Finance and
Principal Financial Officer of the Company since May 2016. Mr. Schroedl
served as Controller of the company from January 2016 to May 2016.
Previously, Mr. Schroedl served as Controller of Sabey Data Centers from
May 2013 to November 2015. In addition, he held various accounting and
financial reporting roles at Expedia, Inc. from May 2012 to May 2013,
BRE Properties Inc. from April 2008 to May 2012, and Deloitte from
September 2006 to March 2008. Mr. Schroedl has a Bachelor of Arts in
Business Administration (accounting emphasis) and Masters in Public
Accounting (audit and assurance), both from the University of
Washington, and is a Certified Public Accountant. The Company does not
have an employment agreement with Mr. Schroedl.
As the Chief Financial Officer of the Company, Mr. Schroedl receives an
annual base salary of $100,000. In addition, Mr. Schroedl is eligible to
receive an annual performance bonus based on the Company achieving
certain net income targets, all subject to approval by the Company’s
Compensation and Governance Committee. In connection with his
appointment as the Company’s Chief Financial Officer, the Company also
granted Mr. Schroedl stock options to purchase 100,000 shares of common
stock, with an exercise price of $0.49 per share (the closing price of
the Company’s common stock on the date of the grant) on December 8,
2016. The option vests at a rate of 25% on January 29, 2017 and an
additional 1/48th vests each additional one-month period thereafter
until January 29, 2020.
There is no arrangement or understanding with any person pursuant to
which Mr. Schroedl was appointed as Chief Financial Officer, and there
are no family relationships between Mr. Schroedl and any director or
executive officer of the Company. Additionally, there are no
transactions between Mr. Schroedl and the Company that would be required
to be reported under Item 404(a) of Regulation S-K.