8-K
Zevia PBC (ZVIA)
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): June 15, 2023
ZEVIA PBC
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-40630 | 86-2862492 |
|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br>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<br><br>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 5.07 Submission of Matters to a Vote of Security Holders.
On June 15, 2023, Zevia PBC (the “Company” or “Zevia”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). As of the record date for the Annual Meeting, there were 49,317,263 shares of Class A Common Stock and 21,260,609 shares of Class B Common Stock of the Company outstanding, each entitled to one vote per share. Results of votes with respect to proposals submitted at the Annual Meeting are as follows:
1. To elect three (3) Class II members of the Company’s board of directors to serve for a 3-year term until the Company’s 2026 annual meeting of stockholders:
| Name | For | Against | Abstain | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|---|
| David J. Lee | 47,373,049 | 1,925,107 | 18,136 | 11,927,977 | ||||
| Rosemary L. Ripley | 46,947,520 | 2,351,278 | 17,494 | 11,927,977 | ||||
| Justin Shaw | 45,279,597 | 3,959,823 | 76,872 | 11,927,977 |
2. To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 60,120,379 | 1,105,898 | 17,992 | — |
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 thereunto duly authorized.
| ZEVIA PBC | ||
|---|---|---|
| Date: June 21, 2023 | /s/ LORNA R. SIMMS | |
| Name: | Lorna R. Simms | |
| Title: | SVP, General Counsel and Corporate Secretary |