SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 14, 2012
CRAFT BREW ALLIANCE, INC.
(Exact Name of Registrant as Specified in Charter)
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Washington
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0-26542
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91-1141254
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(State or Other Jurisdiction of Incorporation)
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(Commission file number)
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(I.R.S. Employer Identification No.)
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929 North Russell Street
Portland, OR 97227-1733
(Address of Principal Executive Offices, Zip Code)
(503) 331-7270
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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(a)
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Craft Brew Alliance’s Annual Meeting of Shareholders was held on May 14, 2012 (the “Meeting”).
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(b)
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Four matters, which are more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission, were submitted to a vote at the Meeting:
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1.
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To elect eight directors;
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2.
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To ratify the selection of Moss Adams LLP as the Company’s independent registered public accounting firm for 2012;
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3.
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To approve, by non-binding vote, the Company's named executive officer compensation; and
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4.
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To recommend, by non-binding vote, the frequency of future advisory votes on named executive officer compensation.
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At the Meeting, 16,221,463 shares of common stock were represented in person or by proxy, which constituted 86.08 percent of the 18,844,817 shares outstanding and entitled to vote at the Meeting as of March 15, 2012, the record date for the Meeting, and a quorum. Each share was entitled to one vote at the Meeting.
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1.
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Election of Directors. The following directors were elected at the Meeting by the votes cast as follows:
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Nominee
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For
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Withheld
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Broker Non-votes
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Timothy P. Boyle
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11,625,992 | 130,689 | 4,621,977 | |||||||||
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Marc J. Cramer
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11,650,075 | 130,689 | 4,621,977 | |||||||||
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E. Donald Johnson, Jr.
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11,648,775 | 130,689 | 4,621,977 | |||||||||
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Kevin R. Kelly
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11,650,065 | 130,689 | 4,621,977 | |||||||||
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Thomas D. Larson
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11,648,938 | 130,689 | 4,621,977 | |||||||||
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David R. Lord
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11,649,850 | 130,689 | 4,621,977 | |||||||||
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John D. Rogers, Jr.
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11,649,635 | 130,689 | 4,621,977 | |||||||||
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Kurt R. Widmer
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11,670,374 | 130,689 | 4,621,977 | |||||||||
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2.
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Ratification of Auditors. The proposal to ratify the selection of Moss Adams LLP as the Company’s independent registered public accounting firm for 2012 was approved by the following vote:
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For
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Against
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Abstentions
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16,119,524
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52,941
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48,998
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2
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3.
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Say on Pay. The proposal to approve, by non-binding vote, the Company’s named executive officer compensation, as recommended by management, passed by the following vote:
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For
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Against
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Abstentions
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Broker Non-votes
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11,146,304
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402,192
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50,910
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4,621,977
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4.
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Frequency of Say on Pay Vote. The proposal to select, by non-binding vote, the frequency of future advisory votes on the Company’s named executive officer compensation received the following votes:
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One Year
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Two Years
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Three Years
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Abstentions
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Broker Non-votes
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10,875,496
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35,622
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639,266
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49,102
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4,621,977
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A majority of the votes cast by shareholders voted, on an advisory basis, to hold an advisory vote to approve the Company's named executive officer compensation annually. The Company has determined that, as recommended by the Company's board of directors and approved by the shareholders, an advisory vote by the shareholders on named executive officer compensation will be held annually until the next required advisory vote on the frequency of shareholder votes on executive compensation is held.
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SIGNATURE
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.
| CRAFT BREW ALLIANCE, INC. | |||
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Dated: May 18, 2012
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By:
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/s/ Joseph K. O’Brien
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Joseph K. O’Brien
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Controller and Chief Accounting Officer
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