BEYOND MEAT INC
For the period ended Dec 31, 2023. Filed Mar 1, 2024.
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FY2023 · Filed Mar 1, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibit and Financial Statement Schedules
(a)(1) Financial Statements
See Index to Financial Statements in Item 8 of this report.
(a)(2) Financial Statement Schedules
All financial statement schedules have been omitted as the information is not required under the related instructions or is not applicable or because the information required is already included in the financial statements or the notes to those financial statements.
(a)(3) EXHIBITS
The documents set forth below are filed herewith or incorporated herein by reference to the location indicated.
| EXHIBIT INDEX | ||||
|---|---|---|---|---|
| Exhibit No. · Exhibit Description · Incorporated by Reference · Filed Herewith | ||||
| Form · Date · Number | ||||
| 3.1 | Restated Certificate of Incorporation. | 10-Q | 6/12/2019 | 3.1 |
| 3.2 | Amended and Restated Bylaws. | 8-K | 2/13/2024 | 3.1 |
| 4.1 | Form of Common Stock Certificate. | S-1/A | 3/27/2019 | 4.1 |
| 4.2 | Amended and Restated Investors’ Rights Agreement, dated as of October 5, 2018, by and among the Registrant and the other parties thereto. | S-1 | 11/16/2018 | 4.2 |
| 4.3 | Description of Registrant’s Securities. | 10-K | 3/1/2023 | 4.3 |
| 4.4 | Indenture, dated as of March 5, 2021, between Beyond Meat, Inc. and U.S. Bank National Association, as trustee. | 8-K | 3/5/2021 | 4.1 |
| 4.5 | Form of certificate representing 0% Convertible Senior Notes due 2027 (included as Exhibit A in Exhibit 4.1 to the Form 8-K filed on 3/5/21). | 8-K | 3/5/2021 | 4.1 |
| 10.1 | Standard Industrial/Commercial Single-Tenant Lease, dated as of January 18, 2017, by and between Smoky Hollow Industries, LLC and Registrant with attachments thereto. | S-1 | 11/16/2018 | 10.1 |
| 10.2 | First Amendment dated as of July 1, 2021 to Standard Industrial/Commercial Single-Tenant Lease, dated as of January 18, 2017, by and between Smoky Hollow Industries, LLC and Registrant with attachments thereto. | 10-Q | 8/12/2021 | 10.1 |
| 10.3 | Second Amendment dated as of January 27, 2022 to Standard Industrial/Commercial Single-Tenant Lease, dated as of January 18, 2017, as amended, by and between Smoky Hollow Industries, LLC and Registrant. | 10-Q | 5/12/2022 | 10.2 |
| EXHIBIT INDEX | |||||
|---|---|---|---|---|---|
| Exhibit No. · Exhibit Description · Incorporated by Reference · Filed Herewith | |||||
| Form · Date · Number | |||||
| 10.4 | Third Amendment dated as of March 28, 2022 to Standard Industrial/Commercial Single-Tenant Lease, dated as of January 18, 2017, as amended, by and between Smoky Hollow Industries, LLC and Registrant.+ | 10-Q | 5/12/2022 | 10.3 | |
| 10.5 | Fourth Amendment dated as of May 23, 2022 to Lease dated as of July 1, 2021, as amended, by and between Smoky Hollow Industries, LLC and Registrant.+ | 10-Q | 8/11/2022 | 10.1 | |
| 10.6 | Fifth Amendment dated as of June 21, 2022 to Lease dated as of July 1, 2021, as amended, by and between Smoky Hollow Industries, LLC and Registrant.+ | 10-Q | 8/11/2022 | 10.2 | |
| 10.7 | Sixth Amendment dated as of August 30, 2022 to Lease dated as of July 1, 2021, as amended, by and between Smoky Hollow Industries, LLC and Registrant.+ | 10-Q | 11/10/2022 | 10.1 | |
| 10.8 | Seventh Amendment effective as of November 1, 2023 to Standard Industrial/Commercial Single-Tenant Lease dated as of January 18, 2017, as amended, by and between Smoky Hollow Industries, LLC and Registrant. | X | |||
| 10.9 | Lease, dated March 13, 2014, as amended, by and between Sara Maguire LeMone as Trustee of the Sara Maguire LeMone Revocable Trust dated February 6, 2004 and Registrant and amendment thereto dated November 1, 2017. | S-1 | 11/16/2018 | 10.2 | |
| 10.10 | Second Lease Amendment to Lease, dated March 13, 2014, as amended, by and between Sara Maguire LeMone as Trustee of the Sara Maguire Lemone Revocable Trust and the Company, dated May 6, 2019. | 10-K | 3/19/2020 | 10.3 | |
| 10.11 | Third Lease Amendment to Lease, dated March 13, 2014, as amended, by and between Sara Maguire LeMone as Trustee of the Sara Maguire Lemone Revocable Trust and the Company, dated March 16, 2020. | 10-K | 3/19/2020 | 10.4 | |
| 10.12 | Fourth Lease Amendment to Lease, dated March 13, 2014, as amended, by and between Sara Maguire LeMone as Trustee of the Sara Maguire Lemone Revocable Trust and the Company, dated March 9, 2022. | 10-Q | 5/12/2022 | 10.1 | |
| 10.13 | Lease, dated October 12, 2017, by and between LeMone Family Limited Partnership, LLLP and Registrant as amended by the Lease Amendment dated April 18, 2018. | S-1 | 11/16/2018 | 10.3 | |
| 10.14 | Second Lease Amendment to Lease, dated October 12, 2017, as amended, by and between LeMone Family Limited Partnership, LLLP and Registrant, dated May 22, 2020. | 10-Q | 8/11/2020 | 10.2 | |
| EXHIBIT INDEX | |||||
|---|---|---|---|---|---|
| Exhibit No. · Exhibit Description · Incorporated by Reference · Filed Herewith | |||||
| Form · Date · Number | |||||
| 10.15 | Lease, dated as of January 14, 2021, by and between Registrant and HC Hornet Way, LLC. | 8-K | 1/15/2021 | 10.1 | |
| 10.16 | Supply Agreement, dated December 28, 2018, by and between Roquette America, Inc. and Registrant.+ | S-1/A | 4/15/2019 | 10.10 | |
| 10.17 | Multi-Year Sales Agreement, dated January 10, 2020, by and between Roquette Frères and Beyond Meat, Inc.+ | 8-K | 1/15/2020 | 10.1 | |
| 10.18 | First Amendment dated as of August 3, 2022 to the Multi-Year Sales Agreement, dated January 10, 2020, by and between Roquette Frères and Beyond Meat, Inc.+ | 10-Q | 8/11/2022 | 10.3 | |
| 10.19 | Second Amendment dated as of July 1, 2023 to the Multi-Year Sales Agreement, dated January 10, 2020, as amended, by and between Roquette Frères and Beyond Meat, Inc.+ | 10-Q | 8/9/2023 | 10.1 | |
| 10.20 | Form of Indemnification Agreement with directors and executive officers.* | S-1/A | 1/9/2019 | 10.11 | |
| 10.21 | 2011 Equity Incentive Plan, amended as of April 3, 2019, and related forms of stock award agreements.* | S-1/A | 4/15/2019 | 10.12 | |
| 10.22 | 2018 Equity Incentive Plan, and related forms of stock award agreements.* | S-1/A | 1/9/2019 | 10.13 | |
| 10.23 | Amended form of 2018 Equity Incentive Plan stock option award agreement.* | 10-Q | 7/29/2019 | 10.1 | |
| 10.24 | Amended form of 2018 Equity Incentive Plan restricted stock unit award agreement.* | 10-Q | 11/9/2023 | 10.1 | |
| 10.25 | 2018 Employee Stock Purchase Plan.* | S-1/A | 1/9/2019 | 10.14 | |
| 10.26 | Executive Incentive Bonus Plan.* | S-1 | 11/16/2018 | 10.15 | |
| 10.27 | Form of Executive Change in Control Severance Agreement.* | S-1 | 11/16/2018 | 10.16 | |
| 10.28 | Employment Agreement by and between Registrant and Ethan Brown.* | S-1/A | 1/9/2019 | 10.20 | |
| 10.29 | Offer Letter dated April 29, 2019 with Teri L. Witteman.* | 8-K | 5/20/2019 | 10.1 | |
| 10.30 | Form of Confirmation of Base Call Option Transaction, dated March 2, 2021. | 8-K | 3/05/2021 | 10.1 | |
| 10.31 | Form of Confirmation of Additional Call Option Transaction, dated March 12, 2021. | 8-K | 3/16/2021 | 10.1 | |
| 10.32 | Offer letter dated December 14, 2018 between the Company and Lubi Kutua.*+ | X | |||
| 10.33 | Letter agreement dated November 10, 2022 between the Company and Lubi Kutua.* | 8-K | 11/16/2022 | 10.1 | X |
| 10.34 | Offer Letter dated January 5, 2023 between the Company and Akerho Oghoghomeh.* | X | |||
| EXHIBIT INDEX | |||||
|---|---|---|---|---|---|
| Exhibit No. · Exhibit Description · Incorporated by Reference · Filed Herewith | |||||
| Form · Date · Number | |||||
| 10.35 · Offer Letter dated May 5, 2021 between the Company and Jonathan Nelson.*+ · X | |||||
| 10.36 · Letter agreement dated October 13, 2022 between the Company and Jonathan Nelson.* · X | |||||
| 14.1 | Code of Business Conduct and Ethics, as amended effective as of December 16, 2022. | 10-K | 3/1/2023 | 14.1 | |
| 19.1 | Insider Trading Policy amended as of October 27, 2023. | X | |||
| 21.1 | Subsidiaries. | X | |||
| 23.1 | Consent of Independent Registered Public Accounting Firm. | X | |||
| 31.1 | Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 31.2 | Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 32.1** | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | |||
| 32.2** | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | |||
| 97.1 | Beyond Meat, Inc. Policy for Recovery of Erroneously Awarded Compensation effective as of October 2, 2023. | X | |||
| 101 | The following financial statements from the Company's Yearly Report on Form 10-K for the fiscal year ended December 31, 2023 formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Loss,(iv) Consolidated Statements of Stockholders' Equity (Deficit), (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. | X | |||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X | |||
| _________________ | |||||
| * Indicates management contract or compensatory plan or arrangement. | |||||
| ** This certification is deemed furnished, and not filed, with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Beyond Meat, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. | |||||
| EXHIBIT INDEX | ||||
|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Incorporated by Reference | Filed Herewith | |
| Form | Date | Number | ||
| ‘+Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item601(b)(10). | ||||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.