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BOSTON BEER CO INC

For the period ended May 7, 2024. Filed Mar 28, 2024.

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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.

May 7, 2024 · Filed Mar 28, 2024

SAM$220.64-1.9%Stored close · as of Nov 6, 2026
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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 RegistrantFiled 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 ss.240.14a-12

THE BOSTON BEER COMPANY, INC.

(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

Dear

Fellow Stockholder

Jim Koch

Founder, Brewer, and Chairman of the Board

March 28, 2024

It is my pleasure to invite you to attend our 2024 Annual Meeting of Stockholders on Tuesday, May 7, 2024, at 3:00 p.m. ET at our Samuel Adams Boston Taproom, located at 60 State Street in Boston, Massachusetts. At the Annual Meeting you will be asked to elect three Class A Directors and cast an advisory vote on executive compensation. As the holder of the voting rights of the Company’s Class B Common Stock, I will elect five Class B Directors, with a sixth Class B seat remaining vacant pending the results of our search for a new independent Director, as discussed further below, and cast a vote to ratify the selection of our independent registered public accounting firm. As requested elsewhere in the accompanying materials, please submit your proxy as soon as possible.

As you may have read in our Annual Report and will read in this Proxy Statement, we continue to have a broad portfolio of healthy brands that we believe will drive our growth into the future. We have the #1 flavored malt beverage in Twisted Tea, the #2 hard seltzer in Truly, the #1 hard cider in Angry Orchard, and two strong, established beer brands in Samuel Adams and Dogfish Head, as well as some exciting new innovations on the horizon. We are proud to have again been named the number one beer industry supplier in the Tamarron Survey in 2023, the annual poll of beer distributors conducted by Tamarron Consulting, a consulting firm specializing in alcohol beverage distribution. It was our sixth number one ranking in a row and twelfth in the last fourteen years.

We have experienced a few changes to our leadership team since last year’s Proxy Statement.

The most recent change was our CEO Dave Burwick’s decision to step down from that post and from the Board, effective at the end of March, as we reported on February 27. As we also reported at that time, Dave will be succeeded as CEO by Michael Spillane, who has served on our Board since 2016. Michael is standing for reelection to the Board, but as a Class B Director, also succeeding Dave in that capacity. Cindy Swanson, who was appointed to the Board as a Class B Director last July 1 to fill the vacancy created by Michael Lynton’s decision not to stand for reelection is standing for reelection to the Board, but as a Class A Director. You will find details on Cindy’s background and qualifications to serve on our Board and on our other seven incumbent Directors who are up for reelection elsewhere in this Proxy Statement.

In other changes, John Geist, our Chief Sales Officer, retired from that position effective December 31, 2023. While he will remain with the Company in a senior advisory role, we will miss the strength, leadership, and experience John brought heading our sales team over the last twenty-five years. We appointed Mike Crowley as our Chief Sales Officer effective January 1, 2024. Mike has significant industry experience – he has been with Boston Beer since November 1996, most recently serving in the role of Atlantic Division Senior Sales Director since 2014.

Additionally, we added two new members to our Executive Leadership Team in 2023.

In May, we hired Phil Hodges as our Chief Supply Chain Officer, overseeing the Company’s integrated supply chain, including brewery management, procurement, customer service, engineering, safety, quality, and planning. He has over 30 years of senior operations experience in the consumer-packaged goods industry. Prior to commencing the role of CSCO, Phil had been a supply chain management advisor to the Company since May 2022.

In September, Diego Reynoso joined Boston Beer as our new Chief Financial Officer. Diego has over 25 years of experience in finance and operations in the alcoholic beverage and food industry. Most recently, he served as the Chief Financial Officer of the Prepared Foods division of Tyson Foods. From 2017 to 2021, he served as Senior Vice President and Chief Financial Officer of the $5 billion beer division of Constellation Brands.

At the Annual Meeting each year, it is always a pleasure for me to share Company news with you and, of course, samples of the products that we believe will support our long-term growth. More importantly, the meeting is an opportunity for you to ask questions and express opinions about the Company, regardless of the number of shares that you own. I am especially excited about holding the meeting at the Samuel Adams Boston Taproom again this year. We strongly encourage the use of public transportation due to parking limitations in the Faneuil Hall area.

The Proxy Statement and Boston Beer’s Annual Report for the fiscal year ended December 30, 2023 are available at investors.bostonbeer.com. On behalf of the Board of Directors and Boston Beer’s Executive Leadership Team, I thank you for your continued confidence and support of Boston Beer and our products.

Cheers!

Jim Koch

Founder, Brewer, and Chairman of the Board

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