8-K

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): July 19, 2022

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 145, 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 July 19, 2022, the Board of Directors (the “Board”) of Zevia PBC (the “Company”), upon the recommendation of the Nominating and Enterprise Risk Management Committee of the Company, appointed David J. Lee as an independent Class II director of the Company, effective as of July 20, 2022 (the “Effective Date”), to fill a vacancy on the Board. Mr. Lee will serve until the Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”), when he will be subject to re-election to the Board by a vote of the Company’s stockholders, or until his earlier resignation or removal. Mr. Lee has been appointed as a member of the Board’s Audit Committee.

In connection with Mr. Lee’s appointment as a director, he is entitled to receive the pro rata portion of the standard compensation for service on the Board by the Company’s non-employee directors for the period from the Effective Date through the date of the Annual Meeting, as described in the Company’s proxy statement for the 2022 Annual Meeting of Stockholders filed on April 22, 2022.

The Company expects Mr. Lee to enter into its standard director and officer indemnification agreement. A copy of the Company’s form of director and officer indemnification agreement was filed as Exhibit 10.4 to the Company’s Amendment No. 1 to Form S-1 Registration Statement filed on July 12, 2021.

There are no arrangements or understandings between Mr. Lee and any other persons pursuant to which Mr. Lee was selected as a director. There are no transactions, arrangements or relationships between the Company or its subsidiaries, on the one hand, and Mr. Lee, on the other hand, which would require disclosure pursuant to Item 404(a) of Regulation S-K.

A copy of the Company’s press release publicly announcing the appointment of Mr. Lee is furnished as Exhibit 99.1 attached hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:


Exhibit 99.1		Zevia PBC Press Release dated July 20, 2022
Exhibit 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 thereunto duly authorized.


	ZEVIA PBC

Date: July 20, 2022	/s/ LORNA R. SIMMS
	Name:	Lorna R. Simms
	Title:	SVP, General Counsel and Corporate Secretary

Zevia Announces Appointment of David J. Lee to Board of Directors

Veteran consumer and retail executive brings decades of supply chain, operations and finance experience, including in the plant-based food sector

LOS ANGELES, Calif., July 20, 2022 – 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 David J. Lee to the Company’s Board of Directors (“the Board”), effective July 20, 2022.

Lee joins the Zevia Board currently serving as President of AppHarvest, a leading AgTech company building some of the country’s largest indoor farms and combining conventional agriculture techniques with cutting-edge technology to grow affordable, nutritious fruits and vegetables at scale. In this role, Lee develops strategy and engages in operations management, leading the sales, marketing and finance functions.

“David’s experience in leading and scaling sustainable, plant-based food companies is highly relevant and firmly aligned with our mission, making him an ideal addition to Zevia’s Board of Directors,” said Amy Taylor, President and incoming CEO of Zevia. “His unique skill set and deep operating expertise will be invaluable. We look forward to his contributions as we continue to transform Zevia, realizing our mission and driving profitable growth.”

“I want to extend a warm welcome to David as he joins our Board of Directors,” said Paddy Spence, CEO and Chair of the Board. “We are thrilled to welcome his deep strategy, operations, sales and finance expertise to the Board at such an important time for the Company, and we are confident that his leadership will help steward this next stage of growth.”

“It is an incredible privilege to join Zevia’s Board of Directors at such an exciting time for the Company,” said Lee. “I am energized to work alongside this top-notch group of individuals united by the same mission to address global health challenges, and I look forward to bringing my food, retail and consumer industry experience as Zevia continues to execute its global growth strategy.”

Lee also serves on the Boards of AppHarvest and Benson Hill and is a Fellow at the Council of Korean Americans (CKA), based in Washington, D.C. and a Fellow of the Network of Korean American Leaders (NetKAL). He received his MBA from the University of Chicago and a BA from Harvard College.

About David J. Lee

Mr. Lee has over two decades of experience across retail and consumer industries driving business transformation, supply chain optimization, operations and finance. He currently serves as the President and is a Board member of AppHarvest, a sustainable food company developing and operating some of the world’s largest high-tech indoor farms designed to grow nutritious fruits and vegetables at scale using sunshine, rainwater and up to 90% less water than open-field growing, all while producing yields up to 30 times that of traditional agriculture and preventing agricultural runoff. Prior to this role, he served as the Chief Operating Officer and Chief Financial Officer of Impossible Foods, where he led the business functions to transform Impossible Foods from pre-revenue to hyper-growth with global sales and a comprehensive commercial manufacturing and supply chain capability. Previously, he was the CFO of Zynga and helped lead the company from being primarily web-based to mobile, driving mobile topline growth over 80% in one year. He has served as the SVP of Corporate Finance and Strategy at Best Buy and as the SVP of Consumer Products at Del Monte Foods, where he ran the global food business. He

has also spent time helping to turn around PG&E during the California Energy Crisis as Director of Strategic Planning serving as strategy consultant at McKinsey, in venture capital investing at EPVC, and in advertising at the Leo Burnett Company.

About Zevia

Zevia PBC, a 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. As of 2022, Zevia® beverages are distributed in more than 31,000 retail locations in the U.S. and Canada through a diverse network of major retailers in the food, drug, mass, natural and ecommerce channels. For more information, please visit www.zevia.com.

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 “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “plan,” or words or phrases with similar meaning. 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 are based on current expectations, forecasts and assumptions that involve risks and uncertainties 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 SEC for additional information regarding the risks and uncertainties that may cause actual results to differ materially from those expressed in any forward-looking statement.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220616005851/en/

Contacts

Media

Edelman

646-270-6797

[email protected]

Investors

Reed Anderson

ICR

646-277-1260

[email protected]