Zevia PBC
For the period ended Apr 24, 2025. Filed Apr 24, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 24, 2025 · Filed Apr 24, 2025
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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. )
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a Party other than the Registrant | ☐ |
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):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Zevia PBC, a Delaware public benefit corporation (“Zevia” or the “Company”), to be held on Thursday, June 12, 2025 at 9:00 a.m., Pacific Time. This year's Annual Meeting will be conducted virtually. We believe this virtual format will enable stockholder participation from any location.
If you are a stockholder of Zevia common stock (or are a proxy holder) as of the close of business on April 16, 2025, you may participate in and vote at the Annual Meeting by visiting www.virtualshareholdermeeting.com/ZVIA2025 and entering in the 16-digit Control Number included in your Notice of Internet Availability of Proxy Materials (the “Notice”), proxy card (if you received a printed copy of the proxy materials), or in the instructions you received via email. You may log in beginning at 8:45 a.m. Pacific Time, on Thursday, June 12, 2025.
At the Annual Meeting, you will be asked to vote on (i) the election of three Class I directors and (ii) the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. The Board of Directors of the Company has determined that the matters to be considered at the Annual Meeting are in the best interests of the Company and its stockholders and unanimously recommends a vote “FOR” each matter to be considered. Such other business will be transacted as may properly come before the Annual Meeting. Additional details regarding participation in the Annual Meeting, the business to be conducted, and information about Zevia that you should consider when you vote your shares are described in the attached Notice (that you also received by mail) and this Proxy Statement. 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.
We have elected to make our proxy materials for the Annual Meeting available to you via the internet, pursuant to the “notice and access” rules promulgated by the U.S. Securities and Exchange Commission. On or about April 30, 2025, we intend to begin sending to our stockholders 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, 2024. We encourage you to read the Proxy Statement prior to the Annual Meeting. By making these materials available to you online, we aim to provide our stockholders with easy and convenient access while also reducing our environmental impact of printing hard copies.
It is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, 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, 2025
Notice of 2025 Annual Meeting of Stockholders
To the stockholders of Zevia PBC (the “Company”), you are cordially invited to attend the Company’s 2025 Annual Meeting of Stockholders (“Annual Meeting”). Please read the entire Proxy Statement carefully before voting.
Meeting Details
| Date & Time | Location | Who May Vote | ||
| Thursday, June 12, 20259:00 a.m. Pacific Time | Virtually at www.virtualshareholdermeeting.com/ZVIA2025 | Stockholders of record at the close of business on April 16, 2025 | ||
|---|---|---|---|---|
Items of Business
| Proposals | Board Vote Recommendation | |
| 1 | Election of three Class I members of Zevia PBC's Board of Directors (the “Board”) named, and for the term described, in the Proxy Statement. | “FOR” each director nominee |
| 2 | Ratification of the selection of Deloitte & Touche LLP as Zevia PBC's independent registered public accounting firm for the fiscal year ending December 31, 2025. | “FOR” |
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 April 16, 2024 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 virtual Annual Meeting, we encourage you to vote and submit your proxy in advance of the Annual Meeting to ensure your shares are represented at the Annual Meeting. You may vote your shares online or, if you requested to receive printed proxy materials, by telephone or mailing your completed and signed proxy card or voting instruction form using the enclosed prepaid postage envelope. 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.
| Letter from our President and CEO | i | Executive Officers | 18 |
|---|---|---|---|
| Notice of 2025 Annual Meeting of Stockholders | ii | ||
| Executive Compensation | 19 | ||
| General Information | 1 | Executive Compensation Philosophy | 19 |
| 2024 Summary Compensation Table | 19 | ||
| Proposal 1: Election of Directors | 4 | Narrative Disclosure to Summary Compensation Table | 20 |
| Role of the Board of Directors | 4 | Outstanding Equity Awards at 2024 Fiscal Year-End | 22 |
| Director Nomination Process | 4 | Additional Narrative Disclosures | 22 |
| 2025 Director Nominees | 5 | Compensation Programs Risk Assessment | 23 |
| Board Recommendation | 6 | ||
| Executive Compensation Plan Information | 25 | ||
| Proposal 2: Ratification of Selection of Independent | |||
| Registered Public Accounting Firm | 7 | Certain Information About Our Common Stock | 26 |
| Principal Accountant Fees and Services | 7 | Security Ownership of Certain Beneficial Owners and | 26 |
| Pre-Approval Policies and Procedures | 7 | Management | |
| Report of the Audit Committee | 8 | ||
| Board Recommendation | 8 | Certain Relationships and Related Person Transactions | 28 |
| Related Person Transaction Policy | 28 | ||
| Corporate Governance | 9 | ||
| Principles of Corporate Governance | 9 | Other Matters | 29 |
| Board Structure | 9 | Stockholder Proposals and Director Nominations for | 29 |
| Responsibilities of the Board | 11 | Next Year's Annual Meeting | |
| Board Leadership Structure | 11 | ||
| Risk Oversight | 12 | Delinquent Section 16(a) Reports | 30 |
| Director Attendance | 12 | ||
| Board Committee Responsibilities | 12 | ||
| Director Compensation | 14 | ||
| Other Corporate Governance Practices and Policies | 15 | ||
| Public Benefit Corporation Report | 16 | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.