Current Report Filing (8-k)
May 31 2016 - 4:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of Earliest Event Reported):
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May 25, 2016
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The Boston Beer Company, Inc.
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(Exact name of registrant as specified in its charter)
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Massachusetts
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001-14092
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04-3284048
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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One Design Center Place, Suite 850, Boston, Massachusetts
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02210
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
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(617) 368-5000
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Not Applicable
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Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
2016 Annual Meeting of Stockholders
The Company held its 2016 Annual Meeting of Stockholders on May 25, 2016, at which a quorum of
67% of Class A Stockholders and 100% of Class B Stockholders was present and acting throughout. The
proposals submitted by the Board of Directors to the Stockholders for action and the results of the
voting on each proposal are indicated below.
Item 1
. The Class A Stockholders elected the following three (3) Class A Directors,
each for a term of one (1) year ending upon the completion of the 2017 Annual Meeting of
Stockholders in accordance with the Companys By-Laws and until their respective successors are
duly chosen and qualified: David A. Burwick received 6,070,711 votes for and 210,077 votes
withheld; Michael Spillane received 6,254,309 votes for and 26,479 votes withheld; and Jean-Michel
Valette received 6,036,950 votes for and 243,838 votes withheld. There were no broker non-votes in
connection with the election of the Class A Directors.
Item 2
. The Class A Stockholders approved, on an advisory basis, the following
non-binding resolution relating to executive compensation:
RESOLVED, that the compensation policies and procedures followed by the Company and the
Compensation Committee of the Companys Board of Directors and the level and mix of compensation
paid to the Companys Named Executive Officers, as disclosed pursuant to the compensation
disclosure rules of the SEC, including the Compensation Discussion and Analysis, compensation
tables and narrative discussion, resulting from such policies and procedures are hereby determined
to be appropriate for the Company and accordingly approved.
The results of the advisory vote are as follows: 6,161,621 votes for; 91,348 votes against; 27,819
abstentions; and no broker non-votes.
Item 3
. The Class B Stockholders elected the following six (6) Class B Directors, each
for a term of one (1) year ending upon the completion of the 2017 Annual Meeting of Stockholders in
accordance with the Companys By-Laws and until their respective successors are duly chosen and
qualified and each by a unanimous vote of 3,367,355 votes for and 0 votes withheld: Cynthia A.
Fisher, David P. Fialkow, C. James Koch, Jay Margolis, Martin F. Roper, and Gregg A. Tanner. There
were no broker non-votes in connection with the election of the Class B Directors.
Item 4
. The Class B Stockholders ratified the appointment of Deloitte and Touche LLP
as the Companys independent registered public accounting firm for the Companys fiscal year ending
December 31, 2016 by a unanimous vote of 3,367,355 votes for; 0 votes against; and no abstentions
or broker non-votes.
No other matters came before the meeting.
Item 8.01. Other Events.
At a meeting held on May 26, 2017, the Board of Directors, acting on the recommendation of the
Nominating/Governance Committee, appointed the following independent Directors to the respective
committees of the Board:
Audit Committee
: Gregg A. Tanner (chair), Jay Margolis, and Jean-Michel Valette
Compensation Committee
: Michael Spillane (chair), David A. Burwick, and Jay Margolis
Nominating/Governance Committee
: David A. Burwick (chair), Jay Margolis, and Jean-Michel
Valette
Additionally, at that same meeting, the Board of Directors re-appointed Jean-Michel Valette as
its Lead Director, a position he has held since May 2013.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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The Boston Beer Company, Inc.
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May 31, 2016
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By:
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/s/ Martin F. Roper
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Name: Martin F. Roper
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Title: Chief Executive Officer
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