Westrock Coffee Co
For the period ended Jun 6, 2025. Filed Apr 24, 2025.
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Jun 6, 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:
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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
Westrock Coffee Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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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.
2025 PROXY STATEMENT
Dear Fellow Stockholders:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Westrock Coffee Company to be held on Friday, June 6, 2025 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 attached Proxy Statement for instructions on how to vote your shares and participate in the Annual Meeting.
Since going public over two years ago, Westrock Coffee has made great strides towards achieving its five-year goals for farmer impact and shareholder returns. We acknowledge that inflation and other macroeconomic factors have materially changed the buying habits for coffee, and the delayed ramp-up of our Conway facility adversely impacted our 2024 results. However, we continue to make great progress in (i) adding premiere global brands with multiple products to our customer base, (ii) establishing and improving our key operating metrics, (iii) maintaining good relations with our lending communities such that adequate liquidity remains available, (iv) achieving vendor leadership positions within many of our existing key customers, and (v) identifying continued cost control and efficiency measures. The impact of these efforts, together with the ramp-up of production at the Conway facility throughout 2025, are expected to make 2025 a watershed year for the Company.
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,
| | | | | ||
|---|---|---|---|---|---|
| | Joe T. Ford | | | Scott T. Ford | |
| | Co-founder & Chairman | | | Co-founder & CEO | |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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 Friday, June 6, 2025, 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.
| | Date and Time: Friday, June 6, 2025 8 a.m. (Central Time) | | | Virtual Meeting Site: www.virtualshareholdermeeting.com/WEST2025 | |
|---|---|---|---|---|---|
| | | | | Who Can Vote: Stockholders of record of the Company’s shares of common stock and Series A Convertible Preferred Stock on the close of business on April 7, 2025 | |
Items of Business:
| | 1. | | | To elect four Class III director nominees named in the attached proxy statement, each to serve until the 2028 annual meeting of stockholders and until his or her successor is elected and qualified or until such director’s earlier death, resignation or removal; | |
|---|---|---|---|---|---|
| | 2. | | | To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountant for the fiscal year ending December 31, 2025. | |
| | We may also transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof. | | |||
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 24, 2025, 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 2025 Annual Meeting of Stockholders to be held on June 6, 2025: The Company’s Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available electronically at https://investors.westrockcoffee.com and www.proxyvote.com.
PROXY SUMMARY
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 2024 performance, please review the entire proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. We use the terms “Westrock,” the “Company,” “we,” “our” and “us” in this proxy statement to refer to Westrock Coffee Company.
2025 Annual Meeting of Stockholders
| | Date and Time: Friday, June 6, 2025 8 a.m. (Central Time) | | | Virtual Meeting Site: www.virtualshareholdermeeting.com/WEST2025 | |
|---|---|---|---|---|---|
| | | | | Who Can Vote: Stockholders of record of the Company’s shares of common stock and Series A Convertible Preferred Stock on the close of business on April 7, 2025 | |
Voting Matters and Board Recommendations:
| · Proposals · · · Board Recommendation · | ||||||||
|---|---|---|---|---|---|---|---|---|
| | 1. | | | Election of four directors | | | FOR each nominee | |
| | 2. | | | Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accountant for the fiscal year ending December 31, 2025. | | | FOR | |
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.
| | Nominee | | | Age | | | Independent | | | Principal Occupation | | | Committee Memberships | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Scott T. Ford | | | 62 | | | No | | | Co-Founder and CEO | | | Executive | |
| | Jeffrey H. Fox | | | 63 | | | Yes | | | CEO of Circumference Group LLC | | | Audit & Finance and Executive | |
| | Hugh McColl, III | | | 64 | | | Yes | | | Co-Managing Member of Collwick Capital LLC | | | Nominating & Corporate Governance (chair) | |
| | Leslie Starr | | | 64 | | | Yes | | | Operating Advisor for Clayton, Dubilier & Rice | | | Compensation and Nominating & Corporate Governance | |
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:
Separate Board Chairman and Chief Executive Officer (“CEO”) roles
Independent Lead Director
9 of 11 directors are independent
3 of 11 directors are women and/or members of underrepresented minority groups
Our Audit & Finance, Compensation and Nominating & Corporate Governance Committees are made up of independent directors
Non-management and independent directors regularly meet without management present
Annual Board and committee self-evaluations and review of charters
Phase-out of classified board structure starting in 2026 (full declassification by 2028)
Prohibit hedging and unapproved pledging of Company securities
No perquisites or post-retirement benefits
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.