Zevia PBC

DEF 14A 1 zvia_proxy_statement_202.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

Zevia PBC

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

15821 Ventura Blvd, Suite 135, Encino, CA 91436

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT

Letter from Our President and Chief Executive Officer

Dear Zevia Stockholders:

The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Zevia PBC, a Delaware public benefit corporation (“Zevia” or the “Company”), will be held at Le Merigot Santa Monica, located at 1740 Ocean Avenue in Santa Monica, California 90401 on Tuesday, June 11, 2024 at 9:00 a.m., Pacific Time. The attached notice and Proxy Statement describe the formal business to be transacted at the meeting.

Details regarding the Annual Meeting, the business to be conducted at the Annual Meeting, and information about Zevia that you should consider when you vote your shares are described in the accompanying Proxy Statement.

The Annual Meeting is being held so that stockholders may consider the election of two Class III directors and the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. The Board of Directors of the Company (the “Board”) has determined that the matters to be considered at the Annual Meeting are in the best interests of the Company and its stockholders. For the reasons set forth in the accompanying Proxy Statement, the Board unanimously recommends a vote “FOR” each matter to be considered. Such other business will be transacted as may properly come before the Annual Meeting.

Pursuant to the rules promulgated by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials by notifying you of the availability of our proxy materials on the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about May 2, 2024, we intend to begin sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our Proxy Statement for the Annual Meeting and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The Notice also provides instructions on how to vote online or by telephone and how to receive a paper copy of the proxy materials by mail.

It is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting in person, we encourage you to submit your proxy as soon as possible.

On behalf of management and our Board of Directors, we thank you for your continued support of Zevia.

By Order of the Board of Directors,

Amy E. Taylor

President and Chief Executive Officer

Encino, California

April 24, 2024

Notice of 2024 Annual Meeting of Stockholders

To the stockholders of Zevia PBC (the “Company”), you are cordially invited to attend the Company’s 2024 Annual Meeting of Stockholders (“Annual Meeting”). Please read the entire Proxy Statement carefully before voting.

Meeting Details

Items of Business

We will also conduct any other business properly brought before the Annual Meeting.

Only stockholders of record of our Class A common stock or Class B common stock at the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying Proxy Statement.

Your vote is important. Whether or not you plan to attend the Annual Meeting in person or not, we encourage you to vote and submit your proxy by Internet by following the instructions on the Notice of Internet Availability of Proxy Materials that you previously received or, if you received printed copies of the proxy materials, by telephone or by using the proxy card or voting instruction form provided with the printed proxy materials to ensure your shares can be represented and voted at the Annual Meeting. You may change or revoke your proxy at any time before it is voted at the Annual Meeting. If you participate in and vote your shares at the Annual Meeting, your proxy will not be used.

By Order of the Board of Directors,

Lorna R. Simms

Senior Vice President, General Counsel and Corporate Secretary

Encino, California

April 24, 2024