Vita Coco Company, Inc.
For the period ended Dec 31, 2024. Filed Apr 23, 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.
Dec 31, 2024 · Filed Apr 23, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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 under §240.14a-12 |
The Vita Coco 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 the appropriate box):
| ☒ | 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 |
NOTICE & PROXY STATEMENT
Annual Meeting of Stockholders
June 3, 2025
9:00 a.m. (Eastern Time)
THE VITA COCO COMPANY, INC.
250 PARK AVENUE SOUTH, 7 TH FLOOR
NEW YORK, NEW YORK 10003
To Our Stockholders:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of The Vita Coco Company, Inc. (the “Company”) at 9:00 a.m. Eastern Time, on Tuesday, June 3, 2025. The Annual Meeting will be a completely virtual meeting conducted via live webcast.
The Notice of Meeting and Proxy Statement on the following pages describes the matters to be presented at the Annual Meeting. Please see the section called “Who can attend the Annual Meeting?” on page 5 of the Proxy Statement for more information about how to attend the meeting online.
Whether or not you attend the Annual Meeting online, it is important that your shares be represented and voted at the Annual Meeting. Therefore, we urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper copies of these materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you have previously received our Notice of Internet Availability of Proxy Materials, then instructions regarding how you can vote are contained in that notice. If you have received a proxy card, then instructions regarding how you can vote are contained on the proxy card. If you decide to virtually attend the Annual Meeting, you will be able to vote online, even if you have previously submitted your proxy.
Thank you for your support.
Sincerely,
Martin Roper
Chief Executive Officer
| Table of Contents | |
|---|---|
| Notice of Annual Meeting of Stockholders | 1 |
| Proxy Statement | 1 |
| Proposals | 1 |
| Recommendations of the Board | 2 |
| Information About This Proxy Statement | 2 |
| Questions and Answers about the 2025 Annual Meeting of Stockholders | 4 |
| Proposals to be Voted on | 10 |
| Proposal 1: Election of Directors | 10 |
| Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm | 20 |
| Report of the Audit Committee of the Board of Directors | 21 |
| Independent Registered Public Accounting Firm Fees and Other Matters | 22 |
| Executive Officers | 24 |
| Corporate Governance | 25 |
| General | 25 |
| Board Composition | 25 |
| Investor Rights Agreement | 25 |
| Director Independence | 26 |
| Director Candidates | 26 |
| Board Leadership Structure | 27 |
| Role in Risk Oversight | 28 |
| Board Self-Assessment Process | 28 |
| Board Orientation and Continuing Education | 28 |
| Attendance by Members of the Board of Directors at Meetings | 29 |
| Executive Sessions | 29 |
| Compensation Committee Interlocks and Insider Participation | 29 |
| Board’s Role in Human Capital Management | 29 |
| Environmental, Social and Governance | 29 |
| Code of Business Conduct and Ethics | 30 |
| Communications from Stockholders | 30 |
| Committees of the Board | 31 |
| Audit Committee | 31 |
| Compensation Committee | 32 |
| Nominating & ESG Committee | 33 |
| Proposal 3: Advisory Vote on Executive Compensation | 34 |
| Delinquent Section 16(a) Reports | 35 |
| Executive and Director Compensation | 36 |
| Compensation Discussion and Analysis | 36 |
| Executive Summary | 36 |
| Elements of Our Executive Compensation Program | 39 |
| Compensation Decision-Making Process | 44 |
| Compensation Committee Report | 47 |
| Summary Compensation Table | 48 |
| Grants of Plan-Based Awards for Fiscal 2024 | 49 |
| Outstanding Equity Awards at Fiscal Year-End | 51 |
| Option Exercises and Stock Vested | 54 |
| Executive Employment Agreements | 55 |
| Potential Payments Upon Termination or Change in Control | 58 |
| Director Compensation | 60 |
| Director Compensation Table | 61 |
| CEO Pay Ratio | 62 |
| Pay Versus Performance | 63 |
| Equity Compensation Plan Information | 67 |
| Security Ownership of Certain Beneficial Owners and Management | 68 |
| Certain Relationships and Related Person Transactions | 70 |
| Stockholders’ Proposals | 73 |
| Other Matters | 74 |
| Solicitation of Proxies | 75 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.