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 14, 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. ☐

 

 

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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

 

The Nominating/Governance Committee of the Company’s Board of Directors, acting in accordance with its authority under the Company’s By-Laws, has appointed Meghan V. Joyce as a Class A Director of the Company. The appointment is effective as of March 14, 2019. Ms. Joyce’s appointment fills the vacancy created by the passing of longtime Class A Director Gregg A. Tanner until the next Annual Meeting of Stockholders or until her successor is duly elected and qualified.  The Company anticipates that Ms. Joyce will be a candidate for reelection as a Class A Director at the next Annual Meeting of Stockholders on May 16, 2019.

 

As of the date of this report, Ms. Joyce 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 Ms. Joyce at its next meeting on May 16, 2019.  Ms. Joyce has no material relationship with the Company (either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Company) and is independent as provided in the New York Stock Exchange and Securities and Exchange Commission director independence standards. Ms. Joyce’s compensation for services as a Director will be consistent with that of our other non-employee Directors.

 

The Company issued a press release regarding the appointment, which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

 

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Item 9.01 Financial Statements and Exhibits.

Exhibit Index

 

 

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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

 

The Boston Beer Company Appoints Meghan V. Joyce to its Board of Directors

BOSTON, MA, March 18, 2019 /PRNewswire/ – The Boston Beer Company, Inc. (NYSE: SAM) announced today that Meghan V. Joyce has been appointed as a Director of the Company, effective March 14, 2019.

Ms. Joyce, 34, has spent the past six years at Uber, Inc., a tech company headquartered in San Francisco. From 2017 to 2019, she has served as Regional General Manager for Uber US & Canada Cities, responsible for business outcomes and rider and driver experience in communities across the United States and Canada. Ms. Joyce served as Uber’s East Coast General Manager from 2015 to 2017 and Boston General Manager from 2013 to 2015.  Prior to that, she served as a Senior Policy Advisor for the United States Department of the Treasury in Washington, D.C. from 2011 to 2012.  Ms. Joyce previously worked as an investor for Bain Capital and a consultant for Bain & Company. She holds an MBA from Harvard Business School and a bachelor’s degree from Harvard College.  

Jim Koch, Founder and Chairman of the Company, said, “Meghan’s significant accomplishments and extensive experience in consumer recruitment and engagement, and using new technologies to reach audiences that align with our drinkers, will add significant depth to the Board as we grow our business, product portfolio, customer base, and employee base. We look forward to her insights and guidance.”

Ms. Joyce will serve as an independent Class A Director.

“I’ve eagerly followed the trajectory of The Boston Beer Company for the past decade plus,” Ms. Joyce said.  “I’ve been inspired by Boston Beer’s commitment to innovation, starting with its role in the growth of the craft beer industry, which continues to this day. I am thrilled to be joining the Boston Beer Board at this exciting time in the Company’s growth.”

About the Company

The Boston Beer Company, Inc. 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, Marathon Brewing Company, Wild Leaf Hard Tea, Tura Alcoholic Kombucha, and several other craft beer brands brewed by A&S Brewing, our craft beer incubator. For more information, please visit our investor relations website at www.bostonbeer.com.

 

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