Form 8-K - Current report

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

Date of Report (Date of Earliest Event Reported): February 16, 2024

ZEVIA PBC

(Exact Name of Registrant as Specified in Its Charter)


Delaware	001-40630	86-2862492
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15821 Ventura Blvd., Suite 135, Encino, CA		91436
(Address of Principal Executive Offices)		(Zip Code)

(855) 469-3842

(Registrant’s Telephone Number, Including Area Code)

Former Name or Former Address, if Changed Since Last Report: N/A

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))

Securities registered pursuant to Section 12(b) of the Act:

    Title of each class

    Trading
Symbol(s)

    Name of each exchange on which registered

    Class A common stock, par value $0.001 per share

    ZVIA

    New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 20, 2024, the Board of Directors (the “Board”) of Zevia PBC (the “Company”) announced that on February 16, 2024 it had appointed Girish Satya, to serve as the Company’s Chief Financial Officer with an effective date of February 21, 2024 (the “Effective Date”). Mr. Satya, 47, has over 20 years of experience serving as a financial executive, leading transactions, and handling capital management projects, corporate turnarounds, and spearheading financial and operational improvements for numerous global companies. Prior to joining the Company, and from 2021 to 2022, Mr. Satya served as Global Chief Financial Officer for Backcountry, a multi-brand, global e-commerce platform focused on consumer gear and apparel for the outdoor enthusiast. From 2016 to 2021, he led the Portfolio Operations Group at TSG Consumer Partners, a private equity firm primarily focused on growth equity investments in middle-market companies in the branded consumer product and service sectors (“TSG”). Prior to TSG, he served as Chief Financial Officer for The Bay Club Company from 2013 to 2016 and was responsible for finance, treasury, corporate development, facilities and real estate, and legal and human resources. Prior to that, he held senior financial and operations roles at several private equity-backed businesses from 2008 to 2013. Mr. Satya began his career as an Associate, Corporate Advisory Services at Arthur Andersen from 1999 to 2001 and later joined Alvarez & Marshal, a consulting firm focused on operational turnarounds and financial restructurings, as a management consultant from 2001 to 2006.

In connection with Mr. Satya’s appointment as Chief Financial Officer, the Company and Mr. Satya entered into a Letter Agreement (the “Agreement”), which sets forth the terms of Mr. Satya’s employment with the Company as Chief Financial Officer, effective as of February 21, 2024. The Agreement provides for (i) an annual base salary of $400,000, (ii) a target annual bonus equal to 75% of base salary, pro-rated for 2024, and (iii) a guaranteed minimum payout of a bonus of $175,000 for 2024. In addition, Mr. Satya is eligible to receive a target long-term incentive award of $600,000, subject to approval by the Board or the Compensation Committee of the Board.

In addition, Mr. Satya entered into the Company’s standard severance agreement (the “Severance Agreement”), which provides for severance benefits in the event Mr. Satya is terminated by the Company without Cause (as defined in the Severance Agreement) or resigns for Good Reason (as defined in the Severance Agreement) (each a “Qualifying Termination”). Subject to execution of a release of claims in favor of the Company, upon a Qualifying Termination, Mr. Satya will be eligible to receive the following severance benefits: (i) 12 months of base salary payable in installments (or, if the Qualifying Termination occurs within 18 months following a change in control of the Company, a lump sum payment equal to the sum of Mr. Satya’s annual base salary and target annual bonus), (ii) partially subsidized COBRA premiums for the 12-month period following termination, and (iii) any earned but unpaid annual bonus for the year prior to the year of termination payable at the time bonuses are paid to other executives.

Mr. Satya has also entered into the Company’s employment, confidential information, and invention assignment agreement, which includes customary confidentiality, non-disclosure, employee non-solicitation and invention assignment covenants, the Company’s mutual arbitration agreement, and the Company’s director and officer indemnification agreement.

On the Effective Date, Florence Neubauer will no longer serve as Interim Chief Financial Officer of the Company. Ms. Neubauer will remain with the Company as Senior Vice President, Finance and Business Transformation. The Board expressed its appreciation for Ms. Neubauer’s effective leadership over the Finance Team and on key financial and operational business matters in her capacity as Interim Chief Financial Officer of the Company.

A copy of the press release dated February 20, 2024 announcing this appointment is attached hereto as Exhibit 99.1 and is incorporated herein.


Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description
99.1		Zevia PBC Press Release dated February 20, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


	ZEVIA PBC

Date: February 20, 2024	/s/ LORNA R. SIMMS
	Name:	Lorna R. Simms
	Title:	SVP, General Counsel and Corporate Secretary

Zevia Appoints Girish Satya as Chief Financial Officer

LOS ANGELES – February 20, 2024 (BUSINESS WIRE) – Zevia PBC (“Zevia” or the “Company”) (NYSE: ZVIA), the company disrupting the liquid refreshment beverage industry with great tasting, zero sugar beverages made with simple, plant-based ingredients, today announced the appointment of Girish Satya as Chief Financial Officer (CFO), effective February 21, 2024.

Mr. Satya brings to Zevia over 20 years of finance, operations and strategic leadership experience with high-growth consumer businesses. He most recently served as CFO of Backcountry, a leading global direct-to-consumer gear and apparel retailer focused on the outdoor enthusiast market. Florence Neubauer, who effectively led Zevia’s Finance function as Interim CFO, will continue with Zevia as Senior Vice President, Finance and Business Transformation.

“Girish brings a sharp strategic lens and dynamic leadership skills along with a proven track record of driving growth and profitability,” said Amy Taylor, President and CEO. “He has a unique and diverse skillset encompassing commercial leadership, channel strategy, operations and technology, which complements his financial expertise and reflects his strong entrepreneurial approach and historical success with other young growth companies. We are thrilled to have him join Zevia as CFO, and we are confident he will have an immediate impact. We also want to thank Florence Neubauer for her strong leadership as Interim CFO and look forward to her continued contributions.”

Mr. Satya is a veteran CFO with success in leadership across several businesses with a focus on the consumer sector. Prior to joining Backcountry, from 2016 to 2021, Mr. Satya was a Principal at private equity firm TSG Consumer Partners, where he focused on growth equity investments in the branded consumer products and services sectors. Prior to TSG, he was CFO of The Bay Club Company, a fitness and hospitality company based in San Francisco, from 2013 to 2016, and also served as CFO of Pasta Pomodoro, a casual dining chain operating across California and Arizona, from 2009 to 2012. Mr. Satya holds a BS in Economics from Fordham University and an MBA from the Booth School of Business at the University of Chicago and currently serves on the board of Canyon Bicycles GmBH.

“Zevia has established a strong consumer proposition. With accelerating category tailwinds, we are well-positioned to capitalize on the tremendous opportunities ahead. I’m delighted to be joining this talented team and look forward to leveraging my expertise to further our strategic initiatives to drive growth, profitability, and shareholder value,” said Mr. Satya.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words such as “anticipate,” “believe,” “consider,” “contemplate,” “continue,” “could,’” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “on track,” “outlook,” “plan,” “potential,” “predict,” “project,” pursue,” “seek,” “should,” “target,” “will,” “would,” or the negative of these words or other similar words, terms or expressions with similar meanings. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements contained in this press release relate to, among other things, statements regarding 2024 Guidance and anticipated growth, supply chain service levels and our efforts to resolve supply chain logistics challenges, strategic direction, branding, operating environment, distribution, velocity, pricing and costs. Forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties, including, but not limited to, the ability to develop and maintain our brand, our ability to successfully execute on our rebranding strategy and to compete effectively, cost reduction initiatives, our ability to maintain supply chain service levels and any disruption of our supply chain, product demand, changes in the retail landscape or in sales to any key customer, change in consumer preferences, pricing factors, our ability to manage changes in our workforce, future cyber incidents and other disruptions to our information systems, failure to comply with personal data protection and privacy laws, the impact of inflation on our sales growth and cost structure such as increased commodity, packaging, transportation and freight, warehouse, labor and other input costs and other economic, competitive and governmental factors outside of our control, such as pandemics or epidemics, adverse global macroeconomic conditions, including rising interest rates, instability in financial institutions and a recessionary environment, any potential shutdown of the U.S. government, and geopolitical events or conflicts, including the military conflicts in Ukraine and the Middle East, failure to adequately protect our intellectual property rights or infringement on intellectual property rights of others, potential liabilities and costs from litigation, claims, legal or regulatory proceedings, inquiries or investigations, that may cause our business, strategy or actual results to differ materially from the forward-looking statements. We do not intend and undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. Investors are referred to our filings with the U.S. Securities and Exchange Commission for additional information regarding the risks and uncertainties that may cause actual results to differ materially from those expressed in any forward-looking statement.

About Zevia

Zevia PBC, a Delaware public benefit corporation designated as a “Certified B Corporation,” is focused on addressing the global health challenges resulting from excess sugar consumption by offering a broad portfolio of zero sugar, zero calorie, naturally sweetened beverages. All Zevia® beverages are made with a handful of simple, plant-based ingredients, contain no artificial sweeteners, and are Non-GMO Project verified, gluten-free, Kosher, vegan and zero sodium. Zevia is distributed in more than 34,000 retail locations in the U.S. and Canada through a diverse network of major retailers in the food, drug, warehouse club, mass, natural and ecommerce channels.

(ZEVIA-F)

Contacts

Media

Annie Thompson

Edelman Smithfield

713-299-4115

Annie.Thompson@edelmansmithfield.com

Investors

Greg Davis

Zevia PBC

424-343-2654

Gregory@zevia.com

Reed Anderson

ICR

646-277-1260

Reed.Anderson@icrinc.com

Document and Entity Information	Feb. 16, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001854139
Document Type	8-K
Document Period End Date	Feb. 16, 2024
Entity Registrant Name	ZEVIA PBC
Entity Incorporation, State or Country Code	DE
Securities Act File Number	001-40630
Entity Tax Identification Number	86-2862492
Entity Address, Address Line One	15821 Ventura Blvd.
Entity Address, Address Line Two	Suite 135
Entity Address, City or Town	Encino
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91436
City Area Code	855
Local Phone Number	469-3842
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value $0.001 per share
Trading Symbol	ZVIA
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Ex Transition Period	false