Eastside Distilling Inc
For the period ended Nov 14, 2024. Filed Nov 14, 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.
Nov 14, 2024 · Filed Nov 14, 2024
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DEF 14A 1 formdef14a.htm
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
| 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 |
Eastside Distilling, 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 |
EASTSIDE DISTILLING, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ONDECEMBER 23, 2024
TO THE STOCKHOLDERS:
Notice is hereby given that the 2024 annual meeting of stockholders of Eastside Distilling, Inc., a Nevada corporation (the “Company”), will be held at 11:00 a.m., Eastern time, on December 23, 2024 virtually, for the following purposes:
| 1. | To elect six individuals to the Board of Directors, each to serve until the annual meeting of stockholders to be held in 2025; |
| 2. | To approve, by non-binding “say-on-pay” vote, the compensation of our named executive officers; |
| 3. | To hold a non-binding “say-on-frequency” vote regarding the frequency of future advisory votes on the compensation of our named executive officers (every year, every two years, or every three years); |
| 4. | To ratify the appointment of M&K CPAS, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; |
| 5. | To adopt and approve an amendment to our Articles of Incorporation to effect a reverse stock split of our issued shares of common stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-ten (1:10), at any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board of Directors without further approval or authorization of our stockholders, which we refer to as the “Reverse Split Proposal”; |
| 6. | If the annual meeting is convened and a quorum is present, but there are not sufficient votes to approve the Charter Amendment Proposal, the proxy holders may move to continue, adjourn, or postpone the annual meeting to enable our Board of Directors to solicit additional proxies; and |
| 7. | To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. |
The foregoing items of business are more fully described in the proxy statement accompanying this Notice.
The annual meeting will be a virtual meeting held over the Internet. You will be able to attend the virtual annual meeting, vote your shares electronically and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/EAST2024 and entering your sixteen-digit control number located on your proxy card.
The Board of Directors has fixed the close of business on October 30, 2024 as the record date (the “Record Date”) for the determination of stockholders entitled to vote at this meeting or any adjourned meeting. Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the meeting and any adjournment thereof.
The Company is furnishing proxy materials to its stockholders through the Internet as permitted under the rules of the Securities and Exchange Commission. Under these rules, many of the Company’s stockholders will receive a Notice of Internet Availability of Proxy Materials instead of a paper copy of this Notice of Annual Meeting of Stockholders, the Proxy Statement, our proxy card, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. We believe this process gives us the opportunity to serve you more efficiently by making the proxy materials available quickly online and reducing costs associated with printing and postage. Stockholders who do not receive a Notice of Internet Availability of Proxy Materials will receive a paper copy of the proxy materials by mail.
Your vote is important. We urge you to submit your proxy (1) over the internet, (2) by telephone, or (3) by mail, whether or not you plan to attend the meeting in person. For specific instructions, please refer to “Procedural Matters” beginning on the first page of the proxy statement and the instructions on the proxy card relating to the annual meeting. We would appreciate receiving your proxy at your earliest convenience.
By Order of the Board of Directors
Geoffrey Gwin
CEO
Monroe, Connecticut
November 8, 2024
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on December 23, 2024: The proxy statement and our 2023 Annual Report are available atwww.proxyvote.com.
Proxy Statement
For the Annual Meeting of
Stockholders To Be Held on December 23, 2024
Table of Contents
| PROXY STATEMENT | 1 |
|---|---|
| PROCEDURAL MATTERS | 1 |
| PROPOSAL NO. 1: ELECTION OF DIRECTORS* | 5 |
| CORPORATE GOVERNANCE | 8 |
| EXECUTIVE OFFICER COMPENSATION | 12 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 13 |
| STOCK OWNERSHIP | 15 |
| PROPOSAL NO. 2: ADVISORY VOTE (NON-BINDING) ON EXECUTIVE COMPENSATION* | 16 |
| PROPOSAL NO. 3 ADVISORY VOTE ON THE FREQUENCY OF ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS* | 17 |
| PROPOSAL NO. 4 RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM* | 18 |
| PROPOSAL NO. 5 REVERSE SPLIT PROPOSAL* | 19 |
| PROPOSAL NO. 6 ADJOURNMENT PROPOSAL* | 25 |
| OTHER MATTERS | 25 |
| * | To be voted on at the meeting |
EASTSIDE DISTILLING, INC.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.