UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): | January 8, 2016 |
The Boston Beer Company, Inc.
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(Exact name of registrant as specified in its charter)
Massachusetts | 001-14092 | 04-3284048 |
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
One Design Center Place, Suite 850, Boston, Massachusetts | 02210 | |
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
Registrants telephone number, including area code: | (617) 368-5000 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 8, 2016, The Boston Beer Company, Inc. (NYSE: SAM) (the Company) announced that Quincy B. Troupe will join the Company as Senior Vice President, Supply Chain in late January. Mr. Troupe will report to Chief Executive Officer Martin F. Roper and will have primary responsibility for overseeing the Companys supply chain, including brewery management, engineering, safety, production quality, and scheduling.
Mr. Troupe, 49, previously worked for Campbell Soup Company, Inc. of Camden, New Jersey from 2010 through 2015, most recently as Vice President, Manufacturing and Supply Chain Strategy, Pepperidge Farm division from 2013 to 2015. He held the position of Vice President, Supply Chain, Campbell North America from 2010 to 2013. Prior to that, Mr. Troupe worked in various senior operational roles with Mars, Inc. of McLean, Virginia from 1997 to 2010.
Mr. Troupes annual salary will be $350,000, with his bonus potential determined by the Companys performance against its Goals in accordance with its bonus Scale, both of which are described in the Current Report on Form 8-K filed by the Company on December 15, 2015. If the Company achieves the 100% payout level on the Scale, Mr. Troupes bonus will be 50% of his base salary.
Additionally, the Company will grant Mr. Troupe an option (the Option) to purchase shares of the Companys Class A Common Stock (Class A Shares) valued at approximately $2 million. The Option will be granted during the open window period following the Companys next earnings release (the Grant Date) after he joins the Company. The number of shares will be determined on the Grant Date based on the market price of the Class A Shares on the day prior to the Grant Date (the Closing Price), and the per share exercise price will be the Closing Price. The Option will be contingent upon Mr. Troupes continued employment with the Company, with 20% of the shares vesting on the anniversary of the Grant Date in each of the years 2019 through 2023, subject to accelerated vesting upon the occurrence of certain specified events.
The Company will also grant Mr. Troupe a restricted stock award for a number of Class A Shares on the Grant Date valued at approximately $750,000. The number of shares will be determined on the Grant Date based on the Closing Price, and the per share exercise price will be the Closing Price. The restricted stock award will be contingent upon Mr. Troupes continued employment with the Company, with one-third of the shares vesting on the anniversary of the Grant Date in each of the years 2017 through 2019, subject to accelerated vesting upon the occurrence of certain specified events.
Mr. Troupe has no familial or other material relationship with the Company, either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Company.
The Company issued a press release regarding such appointment, which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
The Boston Beer Company, Inc. | ||||
January 8, 2016 | By: |
/s/ Martin F. Roper
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Name: Martin F. Roper | ||||
Title: Chief Executive Officer |
Exhibit Index
Exhibit No. | Description | |
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99.1
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Press Release of The Boston Beer Company, Inc. dated January 8, 2016. |
EXHIBIT 99.1
Investor Relations Contact:
Jennifer Larson
(617) 368-5152
Media Contact:
Jessica Paar
(617) 368-5060
BOSTON BEER APPOINTS NEW SENIOR VICE PRESIDENT, SUPPLY CHAIN
BOSTON, MA (1/8/16) The Boston Beer Company, Inc. (NYSE: SAM) (the Company), brewers of Samuel Adams beers, announced today that Quincy B. Troupe will be joining the Company as Senior Vice President, Supply Chain in late January, where he will have primary responsibility for brewery management, engineering, safety, production quality, and scheduling.
Mr. Troupe has more than fifteen years of supply chain management experience in the consumer food industry. Since 2013, he has served as Vice President, Manufacturing and Supply Chain Strategy, for the Pepperidge Farm division of Campbell Soup Company, Inc., and from 2010-2013 as Vice President, Supply Chain for Campbell North America. Prior to joining Campbell, Mr. Troupe served in various senior operational roles with Mars, Inc. of McLean, Virginia from 1997-2010.
Martin Roper, President and Chief Executive Officer of the Company, said, Quincys experience in overseeing the supply chain for business units of respected food and beverage companies will be a great addition to the Companys leadership team. This is particularly important as our supply chain and the diversity of our offerings continue to expand and becomes more complex.
I have always held The Boston Beer Company in the highest esteem, particularly due to its commitment to brewing quality and innovation, said Mr. Troupe. I am excited to join the team that will develop and implement the Companys strategies to support its current and future growth.
About The Boston Beer Company, Inc.
The Boston Beer Company, Inc. (NYSE: SAM) began in 1984 and today brews more than 60 styles of Samuel Adams beer. Our portfolio of brands also includes Angry Orchard Hard Cider and Twisted Tea, as well as several other craft beer brands brewed by Alchemy & Science, our craft beer incubator. For more information, please visit our investor relations website at www.bostonbeer.com, which includes links to all of our respective brand websites.