Westrock Coffee Co

DEF 14A 1 tm242630-1_def14a.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. )

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Filed by a Party other than the Registrant ☐

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Preliminary Proxy Statement

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

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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Westrock Coffee Company

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(Name of Registrant as Specified In Its Charter)​

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

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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2024 PROXY STATEMENT

Dear Fellow Stockholders:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Westrock Coffee Company to be held on Thursday, June 6, 2024 at 8:00 a.m. (Central Time). Our Annual Meeting will be a virtual meeting of stockholders, which will be held entirely online via audio webcast, with no physical in-person meeting. The virtual meeting format will allow stockholders to participate from any location, which we expect will lead to increased attendance, improved communications, and cost savings for our stockholders and the Company. Please refer to the instructions included in the attached Proxy Statement for instructions on how to vote your shares and participate in the Annual Meeting.

This past year has been one focused on delivering on our commitments to our various stakeholders, most notably designing, building and equipping the largest coffee extract and ready-to-drink facility in the United States. Located in Conway, Arkansas, this facility will significantly expand our coffee extracts capabilities. As production ramps up throughout 2024, we will have dedicated lines available to meet our customers’ needs for cans, bottles, and bulk coffee products. The management team continues to optimize our current operations, while building out the Conway facility and strengthening our relationships with leading consumer packaged goods brands. Looking ahead to 2025, we remain keenly focused on successfully executing our strategy to serve as the “brand behind the brands” to our customers.

We founded Westrock Coffee with the aim of becoming the world’s most competitive and innovative provider of beverage solutions in order to provide small holder farmers and their families in developing countries the ability to advance their quality of life and economic well-being. This goal continues to guide our decisions as we grow the business, recognizing that we are also grateful stewards of your investment in the Company.

Thank you for your continued support.

Sincerely,

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of Westrock Coffee Company, a Delaware corporation (the “Company”), will be held on Thursday, June 6, 2024, at 8 a.m. (Central Time). The Annual Meeting will be completely virtual, which means stockholders will be able to attend the Annual Meeting, and vote and submit questions during the live webcast of the Annual Meeting, via our virtual meeting site.

Items of Business:

We are pleased to take advantage of the rules of the U.S. Securities and Exchange Commission that allow companies to furnish their proxy materials over the Internet. As a result, beginning on April 25, 2024, we began mailing a Notice of Internet Availability of Proxy Materials to our stockholders rather than a full paper set of the proxy materials, except for stockholders who have requested otherwise or whom we may have elected to send full paper sets of the proxy materials. The Notice of Internet Availability of Proxy Materials contains instructions on how to access our proxy materials over the Internet, as well as instructions on how stockholders may obtain a paper copy of our proxy materials. Your vote is important to us and to our business. Whether or not you plan to participate in the Annual Meeting, we encourage you to read the accompanying proxy statement and submit your proxy or voting instructions as soon as possible.

By Order of the Board of Directors,

Robert P. McKinney

Chief Legal Officer and Corporate Secretary

Little Rock, Arkansas

Important notice regarding the availability of proxy materials for the 2024 Annual Meeting of Stockholders to be held on June 6, 2024: The Company’s Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are available electronically at http://investors.westrockcoffee.com and www.proxyvote.com.

PROXY SUMMARY

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This summary includes certain information about the Company and highlights certain information contained elsewhere in the accompanying proxy statement, but does not contain all of the information you should consider before voting your shares. For more complete information regarding the proposals to be voted upon at the Annual Meeting and our fiscal year 2023 performance, please review the entire proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. We use the terms “Westrock,” the “Company,” “we,” “our” and “us” in this summary to refer to Westrock Coffee Company.

2024 Annual Meeting of Stockholders

Voting Matters and Board Recommendations:

Director Nominees

The following table contains information about our candidates who have been nominated for election to the board of directors of Westrock. Each nominee is currently a director of Westrock.

Corporate Governance Highlights

Westrock is committed to strong corporate governance practices and policies, which promote both the long-term interests of our stockholders and the accountability of the board of directors and management. The following are a few of our corporate governance highlights:

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Separate Board Chairman and Chief Executive Officer (“CEO”) roles

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Independent Lead Director

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8 of 10 directors are independent

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3 of 10 directors are women and/or members of underrepresented minority groups

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Our Audit & Finance, Compensation and Nominating & Corporate Governance Committees are made up of independent directors

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Non-management and independent directors regularly meet without management present

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Annual Board and committee self-evaluations and review of charters

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Phase-out of classified board structure starting in 2026 (full declassification by 2028)

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Prohibit hedging and unapproved pledging of Company securities

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No perquisites or post-retirement benefits

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