Additional Proxy Soliciting Materials (definitive) (defa14a)
May 04 2021 - 4:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed
by the Registrant [X]
Filed
by a Party other than the Registrant [ ]
Check
the appropriate box:
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[ ]
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Preliminary
Proxy Statement
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[ ]
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[ ]
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Definitive
Proxy Statement
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[X]
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Definitive
Additional Materials
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[ ]
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Soliciting
Material under Sec. 240.14a-12
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NewAge,
Inc.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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[X]
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No
fee required.
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[ ]
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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[ ]
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Fee
paid previously with preliminary materials.
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[ ]
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount
previously paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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NewAge,
Inc.
2420
17th Street, Suite 220
Denver,
CO 80202
SUPPLEMENT
TO THE PROXY STATEMENT FOR THE
ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON MAY 14, 2021
This
proxy statement supplement (the “Proxy Supplement”) amends and supplements the definitive proxy statement filed by NewAge,
Inc. (the “Company”) with the Securities and Exchange Commission on March 25, 2021 regarding the 2021 Annual Meeting of Shareholders
of the Company (the “Proxy Statement”). Except as amended below by this Proxy Supplement, all information set forth in the
Proxy Statement remains unchanged.
The
Proxy Statement is hereby amended to state that Proposal No. 3 (the approval of an increase to the total number of shares of the Company’s
authorized common stock from 200,000,000 shares to 400,000,000 shares) and Proposal No. 7 (the approval of the adjournment of the annual
meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there
are insufficient votes for, or otherwise in connection with, the approval of Proposal Nos. 2, 3 or 4 (the “Adjournment Proposal”))
are routine matters, rather than non-routine matters as previously stated. As a result, brokers who do not receive voting instructions
from their clients have the discretion to vote uninstructed shares on Proposal Nos. 3 and 7.
The
following portions of the Proxy Statement under the “General Information About the Annual Meeting” section are hereby revised
as follows:
Will
My Shares Be Voted If I Do Not Return My Proxy Card?
If
your shares are registered in your name or if you have stock certificates, they will not be voted if you do not return your proxy card
by mail or vote at the Annual Meeting as described above under “How Do I Vote?” If your broker cannot vote your shares on
a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter,
or because your broker chooses not to vote on a matter for which it does have discretionary voting authority, this is referred to as
a “broker non-vote.” The New York Stock Exchange (“NYSE”) has rules that govern brokers who have record ownership
of listed company stock (including stock such as ours that is listed on The Nasdaq Capital Market) held in brokerage accounts for their
clients who beneficially own the shares. Under these rules, brokers who do not receive voting instructions from their clients have the
discretion to vote uninstructed shares on certain matters (“routine matters”), but do not have the discretion to vote uninstructed
shares as to certain other matters (“non-routine matters”). Under NYSE interpretations, Proposal No. 1 (election of directors),
Proposal No. 2 (approval of the Nasdaq Proposal), Proposal No. 4 (approval of the reincorporation of the Company from the State of Washington
to the State of Delaware), and Proposal No. 5 (approval of an advisory (non-binding) resolution regarding the compensation of our named
executive officers) are considered non-routine matters; and Proposal No. 3 (approval of an increase to the total number of shares of
the Company’s authorized common stock from 200,000,000 shares to 400,000,000 shares), Proposal No. 6 (the ratification of the appointment
of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021) and Proposal
No. 7 (the Adjournment Proposal) are considered routine matters. If your shares are held in street name and you do not provide voting
instructions to the bank, broker or other nominee that holds your shares as described above under “How Do I Vote?,” the bank,
broker or other nominee has the authority, even if it does not receive instructions from you, to vote your unvoted shares for Proposal
Nos. 3, 6 and 7, but does not have authority to vote your unvoted shares for Proposal Nos. 1, 2, 4, or 5. We encourage you to provide
voting instructions. This ensures your shares will be voted at the Annual Meeting in the manner you desire.
What
Vote is Required to Approve Each Proposal and How are Votes Counted?
Proposal
No. 3:
Approval
of an Increase to the Total Number of Shares of the Company’s Authorized Common Stock from 200,000,000 Shares to 400,000,000
Shares
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The
affirmative vote of a majority of the shares entitled to vote at the meeting is required to approve an increase to the total number
of shares of the Company’s authorized common stock from 200,000,000 shares to 400,000,000 shares. Abstentions will have the
same effect as a negative vote. Brokerage firms have the authority to vote clients’ unvoted shares held by the firms in street
name on this proposal.
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Proposal
No. 7:
The
Adjournment Proposal
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The
affirmative vote of a majority of the votes cast for this proposal is required to approve the Adjournment Proposal. Abstentions will
be counted towards the tabulation of votes cast on this proposal and will have the same effect as a negative vote. Brokerage firms
have the authority to vote clients’ unvoted shares held by the firms in street name for this proposal.
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