Boston Beer Co Inc 8-K, filed Jun 1, 2026
Boston Beer Co Inc (SAM)
About this 8-K
Boston Beer Co Inc filed this 8-K on June 1, 2026, reporting on events of May 27, 2026.
Items reported
- Item 5.01: Change in control
- Item 8.01: Other events
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): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
|
(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:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
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 5.01 Changes in Control of Registrant.
2026 Annual Meeting of Stockholders
The Company held its 2026 Annual Meeting of Stockholders on May 27, 2026, at which quorums of 68.0% of Class A Stockholders and 100% of Class B Stockholders were 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 at the completion of the 2027 Annual Meeting of Stockholders: Cynthia L. Swanson received 3,666,525 votes for and 2,026,950 votes withheld; Meghan V. Joyce received 2,168,383 votes for and 3,525,092 votes withheld; and Joseph H. Jordan received 3,119,558 votes for and 2,573,917 votes withheld. There were no broker non-votes in connection with the election of the Class A Directors.
Item 2. The Class A Stockholders considered, on an advisory basis, the following non-binding resolution relating to executive compensation:
“RESOLVED, that the compensation policies and procedures followed by Boston Beer and the Compensation Committee of Boston Beer’s Board of Directors and the level and mix of compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the SEC, are hereby determined to be appropriate and are accordingly approved on an advisory basis.”
The results of the advisory vote are as follows: 2,418,918 votes for; 3,250,742 votes against 23,785 abstentions, and no broker non-votes.
Item 3. C. James Koch, the sole holder of all of the Company’s outstanding shares of Class B Stock, voted all of such shares for the election of the following five (5) Class B Directors, each for a term of one (1) year ending at the completion of the 2027 Annual Meeting of Stockholders: Samuel A. Calagione, III, Cynthia A. Fisher, C. James Koch, Julio N. Nemeth, and Christopher I. “Biz” Stone. The Board of Directors and the Class B Stockholder also resolved to retain the Class B vacancy occasioned by Michael Spillane’s retirement. There were no broker non-votes in connection with the election of the Class B Directors.
Item 4. The Class B Stockholder ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 26, 2026.
No other matters came before the meeting.
Item 8.01 Other Events.
At a meeting held on May 28, 2026, 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: Cynthia, L. Swanson (Chair), Joseph H. Jordan, Meghan V. Joyce
Compensation Committee: Joseph H. Jordan (Chair), Julio N. Nemeth, Christopher I. “Biz” Stone, Cynthia L. Swanson
Nominating/Governance Committee: Meghan V. Joyce (Chair), Julio Nemeth, Christopher I. “Biz” Stone
On May 28, 2026, the non-employee members of the Board reappointed Julio N. Nemeth as the Board’s Lead Director.
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.
|
|
|
The Boston Beer Company, Inc. |
|
|
|
|
Date: |
June 1, 2026 |
By: |
/s/ Jim Koch |
|
|
|
Name: C. James Koch |