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): March 26, 2019

The Boston Beer Company, Inc.

 

(Exact name of registrant as specified in its charter)

 

 

Registrant’s 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:

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.

 

On March 26, 2019, the Company issued a press release announcing that Lesya Lysyj will join the Company as Chief Marketing Officer on or around April 29, 2019. Ms. Lysyj will report to President and Chief Executive Officer David A. Burwick and will have primary responsibility for overseeing the planning, development, and execution of the Company’s brand development, marketing, and advertising initiatives.  She will lead brand innovation, brand management, public relations, digital marketing, media, and sales support for the full portfolio of the Company’s brands.

 

Ms. Lysyj, 56, comes to the Company with an extensive background in the food and beverage industry. From 1990 to 2011, she held a number of positions with Kraft Foods based in the Greater New York City area, including positions as Vice President Marketing, Confectionary and Executive Vice President of Marketing, Cadbury.  She was Chief Marketing Officer for Heineken USA, headquartered in New York City, from 2011 to 2013.  From 2013 to 2015, she served as President North America of Weight Watchers International.  From 2015 to 2017, she worked as a consultant for two New York City-based startups, Wheels Up and Juice Press. She currently serves as President US (Sales and Marketing) of Welch’s Foods, located in Concord, Massachusetts, a position she has held since September 2017.

 

Ms. Lysyj’s annual salary will be $475,000, with her bonus potential determined by the Company’s performance against its 2019 Company Goals in accordance with its 2019 Bonus Scale, both of which are described in the Current Report on Form 8-K filed by the Company on February 15, 2019.  Ms. Lysyj’s 2019 Bonus Target in connection with the 2019 Bonus Scale is 50% of her base salary, which will be based on the full 2019 calendar year and not prorated based on her start date.

 

Additionally, the Company will grant Ms. Lysyj an option (the “Option”) to purchase shares of the Company’s Class A Common Stock (“Class A Shares”) valued at approximately $1.5 million.  The Option will be granted during the first day of the open window period following the Company’s next earnings release (the “Grant Date”) after she joins the Company.  The number of shares will be determined on the Grant Date based on the closing 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 Ms. Lysyj’s continued employment with the Company, with 50% of the shares vesting on the third anniversary of the Grant Date, 25% of the shares vesting on the fourth anniversary of the Grant Date, and 25% of the shares vesting on the fifth anniversary of the Grant Date.

 

The Company will also grant Ms. Lysyj an award of Restricted Stock Units on the Grant Date valued at approximately $1.5 million. The number of shares will be determined on the Grant Date based on the Closing Price. The restricted stock units will be contingent upon Ms. Lysyj’s continued employment with the Company, with 25% of the shares vesting on the anniversary of the Grant Date in each of the years 2020 through 2023, subject to accelerated vesting upon the occurrence of certain specified events.

 

Ms. Lysyj 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.

 

 

---

Item 9.01 Financial Statements and Exhibits.

Exhibit Index

 

 

---

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.

 

 

 

EXHIBIT 99.1

 

Investor Relations Contact:  

Jennifer Larson  

(617) 368-5152   

 

Media Contact:

Jessica Paar

(617) 368-5060

 

BOSTON BEER APPOINTS LESYA LYSYJ AS CHIEF MARKETING OFFICER

 

Lesya Lysyj Joins Boston Beer with Nearly Three Decades

of Food and Beverage Industry Marketing Experience

 

BOSTON, MA (3/26/19) – The Boston Beer Company, Inc. (NYSE: SAM) (the “Company”), brewers of Samuel Adams beers, announced today that Lesya Lysyj will be joining the Company as its Chief Marketing Officer in April, where she will have primary responsibility for overseeing the Company’s planning, development, and execution of its brand development, marketing, and advertising initiatives.  She will lead brand management, innovation, digital and social marketing, media, consumer insights and sales support for the full portfolio of the Company’s brands.  

 

Ms. Lysyj has nearly 30 years of marketing experience in the food and beverage industry.  She comes to the Company from Welch’s Foods, where she is currently President US (Sales and Marketing), a position she has held since September 2017.  From 2013 to 2015, she served as President North America of Weight Watchers International.  She was Chief Marketing Officer for Heineken USA, headquartered in New York City, from 2011 to 2013. Prior to that, she held a number of positions with Kraft Foods from 1990 to 2011, including positions as Vice President Marketing, Confectionary and Executive Vice President of Marketing, Cadbury.

 

Dave Burwick, President and Chief Executive Officer of the Company, said, “Lesya’s proven success building brands and leading innovation for several well-known and highly respected brands will make her a great addition to the Company’s leadership team. She has the valuable experience we need to ensure our growing portfolio of beer and beyond beer brands and initiatives are well-positioned for growth.  We look forward to welcoming her to the team.”

 

“I am thrilled to be joining The Boston Beer Company and returning to the beer industry.  I have long admired and respected what Jim Koch and his leadership team have accomplished to date building a portfolio of brands and remaining true to brewing the highest quality beer,” said Ms. Lysyj.  “I look forward to leading the team of exceptional marketing professionals that will develop and execute the Company’s marketing strategies.”

 

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, Twisted Tea, Truly Hard Seltzer, Angel City Brewery, Coney Island Brewing Company, Concrete Beach Brewery, Marathon Brewing Company, Wild Leaf Craft Hard Tea, and Tura Alcoholic Kombucha.  For more information, please visit our investor relations website at www.bostonbeer.com.