UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
The Company’s Board of Directors, acting in accordance with its authority under the Company’s By-Laws, has appointed Julio N. Nemeth as a Class B Director of the Company. The appointment is effective as of January 31, 2020. Mr. Nemeth’s appointment fills the vacancy created by the retirement of former President, CEO, and Class B Director Martin F. Roper until the next Annual Meeting of Stockholders or until his successor is duly elected and qualified. The Company anticipates that Mr. Nemeth will be a candidate for reelection as a Class B Director at the next Annual Meeting of Stockholders on May 14, 2020.
Mr. Nemeth’s compensation for services as a Director will be consistent with that of the Company’s other non-employee Directors, as described in the Company’s Definitive Proxy Statement with respect to its 2019 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 5, 2019. There are no other arrangements or understandings between Mr. Nemeth and any other person pursuant to which he was elected as a director, and Mr. Nemeth is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Nemeth is independent as provided in the New York Stock Exchange and Securities and Exchange Commission director independence standards. As of the date of this report, Mr. Nemeth has not been appointed to any committee of the Board of Directors. The Nominating/Governance Committee anticipates discussing and setting the committee assignment(s) of Mr. Nemeth at its meeting on May 14, 2020.
The Company issued a press release regarding Mr. Nemeth’s appointment, which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Statements and Exhibits.
(d) Exhibits.
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99.1 |
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Press Release of The Boston Beer Company, Inc. dated January 31, 2020. |
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104 |
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Cover Page Interactive Data File (embedded within Inline XBRL document). |
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1
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 thereunto duly authorized.
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The Boston Beer Company, Inc. |
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Date: January 31, 2020 |
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/s/ David A. Burwick |
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Name: David A. Burwick |
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Title: President & Chief Executive Officer |
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EXHIBIT 99.1
The Boston Beer Company Appoints Julio Nemeth to its Board of Directors
BOSTON, MA, January 31, 2020 /PRNewswire/ – The Boston Beer Company, Inc. (NYSE: SAM) announced today that Julio Nemeth has been appointed to their Board of Directors, effective January 31, 2020.
Mr. Nemeth, 59, is the Chief Product Supply Officer at Procter & Gamble, a consumer goods company headquartered in Cincinnati, OH (NYSE: PG). In his current role, Mr. Nemeth leads P&G’s global Product Supply organization, which includes 58,000 employees, over 100 manufacturing plants, and roughly 200 distribution centers around the world focused on bringing superior products to the world’s consumers. He also serves as the Executive Sponsor of the Hispanic Leadership Team and the People with Disabilities Network at P&G. Since joining the company in 1990, Mr. Nemeth has held several senior roles, including President of Global Business Services from January 2015 to April 2019 and Senior Vice President, Product Supply, Global Operations from July 2013 to December 2014.
Prior to his time at P&G, he served as a Project Engineer for Union Carbide Corporation in Brazil from 1987 to 1990 and as a Design Engineer for Fabirnor Argentina from 1984 to 1987. He holds an MBA from Fundação Getúlio Vargas in Brazil and a Bachelor of Science in Naval Engineering from the University of Buenos Aires.
Jim Koch, Founder and Chairman of the Company, said, “Julio’s exceptional experience spans more than three and a half decades working in consumer goods and manufacturing environments. I’ve always admired P&G for the quality of their products and the innovation in their manufacturing systems. Julio’s accomplishments in operations, engineering, innovation, and supply chain management will complement the deep breadth of expertise on our Board. We’re looking forward to his insights and guidance as we continue to grow our business and portfolio of products.”
Mr. Nemeth will serve as an independent Class B Director.
“I’ve watched in appreciation as The Boston Beer Company has grown tremendously in innovation, size, and complexity of products over the past few decades,” Mr. Nemeth said. “It’s inspiring to watch the passion and enthusiasm that drives the Company every day, and I’m looking forward to joining the Board at this exciting time in the Company’s growth.”
Boardspan Inc., a leading provider of board and governance expertise through cloud-based and traditional advisory services, advised Boston Beer on this appointment.
About the Company
The Boston Beer Company, Inc. (NYSE: SAM) began in 1984 brewing Samuel Adams beer, which is currently recognized as one of the largest and most respected craft beer brands. Our portfolio of brands also includes Truly Hard Seltzer, Dogfish Head, Angry Orchard Hard Cider, Twisted Tea, Wild Leaf Hard Tea, Tura Alcoholic Kombucha, Angel City Brewery, Coney Island Brewing, and Concrete Beach Brewery. For more information, please visit our investor relations website at www.bostonbeer.com, which includes links to all of our respective brand websites.
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