ZVIA Zevia PBC

 

 

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): August 10, 2023

ZEVIA PBC

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-40630	86-2862492
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
15821 Ventura Blvd., Suite 135, Encino, CA		91436
(Address of Principal Executive Offices)		(Zip Code)

(855) 469-3842

(Registrant’s Telephone Number, Including Area Code)

Former Name or Former Address, if Changed Since Last Report: N/A

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.001 per share		ZVIA		New York Stock Exchange

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Departing Officer

On August 14, 2023, Zevia PBC (the “Company”) announced that on August 10, 2023, Denise D. Beckles, the Company’s Chief Financial Officer, notified the Company of her resignation, effective September 4, 2023 to pursue another opportunity.

(c) Officer Appointment

On August 14, 2023, the Board of Directors of the Company (the “Board”), appointed Florence Neubauer, 51, the Company’s Senior Vice President, Financial Planning &Analysis (“FP&A”), to serve as the Company’s Interim Chief Financial Officer, while the Board seeks candidates for the permanent position. Ms. Neubauer has over 25 years of finance and accounting experience in the consumer products industry. Ms. Neubauer has served as Senior Vice President, FP&A at the Company since August, 2022. Prior to joining the Company, she served as Chief Financial Officer of Assouline Publishing, a book publisher and luxury lifestyle company, from March 2019 until August 2022. From 2014 to February 2019, she served in progressive finance roles of responsibility at PepsiCo. Prior to that, she served for over four and five years, respectively, in various finance management roles at Pernod Ricard and Honeywell, respectively.

In connection with Ms. Neubauer’s appointment as Interim Chief Financial Officer, the Company and Ms. Neubauer entered into a Letter Agreement (the “Agreement”), which sets forth the terms of Ms. Neubauer’s employment with the Company as Interim Chief Financial Officer. The Agreement provides for (i) an annual base salary of $384,000, (ii) a target annual bonus equal to 50% of base salary, (iii) a $140,000 retention bonus, payable in two equal installments of $70,000 within 90 days and $70,000 at the time a Chief Financial Officer is appointed by the Company or within 6 months, whichever comes first.

In addition, Ms. Neubauer entered into the Company’s standard severance agreement (the “Severance Agreement”), which provides for severance benefits in the event Ms. Neubauer is terminated by the Company without Cause (as defined in the Severance Agreement) or resigns for Good Reason (as defined in the Severance Agreement) (each a “Qualifying Termination”). Subject to execution of a release of claims in favor of the Company, upon a Qualifying Termination, Ms. Neubauer will be eligible to receive the following severance benefits: (i) 12 months of base salary payable in installments (or, if the Qualifying Termination occurs within 18 months following a change in control of the Company, a lump sum payment equal to the sum of Ms. Neubauer’s annual base salary and target annual bonus), (ii) partially subsidized COBRA premiums for the 12-month period following termination, and (iii) any earned but unpaid annual bonus for the year prior to the year of termination payable at the time bonuses are paid to other executives.

Ms. Neubauer has also entered into the Company’s employment, confidential information, and invention assignment agreement, which includes customary confidentiality, non-disclosure, employee non-solicitation and invention assignment covenants, the Company’s mutual arbitration agreement, and the Company’s director and officer indemnification agreement.

A copy of the press release dated August 14, 2023 announcing this transition is attached hereto as Exhibit 99.1 and is incorporated herein.

Item 9.01.	Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Zevia PBC Press Release dated August 14, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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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.

 

		ZEVIA PBC
Date: August 14, 2023		/s/ LORNA R. SIMMS
		Name:	Lorna R. Simms
		Title:	SVP, General Counsel and Corporate Secretary

 

 

 

 

 

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Zevia Announces CFO Transition

Florence Neubauer appointed Interim CFO; Denise Beckles to depart

LOS ANGELES – August 14, 2023 (BUSINESS WIRE) – Zevia PBC (“Zevia” or the “Company”) (NYSE: ZVIA), the company disrupting the liquid refreshment beverage industry with great tasting, zero sugar beverages made with simple, plant-based ingredients, today announced that Florence Neubauer, Zevia’s current Senior Vice President, Financial Planning & Analysis, has been appointed Interim Chief Financial Officer, replacing Denise D. Beckles, who will be leaving the Company effective September 4, 2023, to pursue another opportunity. The Company has launched a formal search process to identify a permanent replacement.

Neubauer has over 25 years of finance and accounting experience in the consumer products industry including extensive experience in beverage. Prior to joining Zevia, she served as Chief Financial Officer of Assouline Publishing, a book publisher and luxury lifestyle company, and held progressive roles of responsibility at PepsiCo, Pernod Ricard and Honeywell. Neubauer holds a French MBA in International Business from ISG Insitut Superieur de Gestion. She will report to Amy Taylor, Zevia’s President and CEO, until a permanent successor is named.

“Zevia has a deep pool of finance and accounting talent,” said Taylor. “We are confident that under Florence’s leadership, working in close partnership with the rest of the team including Hany Mikhail, our Chief Accounting Officer, we will continue to strengthen our business, drive growth and accelerate our path to profitability, capitalizing on the increasing demand for the Zevia brand. We wish Denise well in her future endeavors.”

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words such as “anticipate,” “believe,” “consider,” “contemplate,” “continue,” “could,’” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “on track,” “outlook,” “plan,” “potential,” “predict,” “project,” pursue,” “seek,” “should,” “target,” “will,” “would,” or the negative of these words or other similar words, terms or expressions with similar meanings. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements contained in this press release relate to, among other things, statements regarding 2023 Guidance and anticipated growth, supply chain service levels and our efforts to resolve supply chain logistics challenges, strategic direction, branding, operating environment, distribution, velocity, pricing and costs. Forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties, including, but not limited to, the ability to develop and maintain our brand, our ability to successfully execute on our rebranding strategy and cost reduction initiatives, our ability to restore supply chain service levels on the anticipated timeline, product demand, change in consumer preferences, pricing factors, the impact of inflation on our sales growth and cost structure such as increased commodity, packaging, transportation and freight, warehouse, labor and other input costs and other economic, competitive and governmental factors outside of our control, such as pandemics or epidemics, and adverse global macroeconomic conditions, including rising interest rates, instability in

 

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financial institutions and a recessionary environment, and geopolitical events or conflicts, that may cause our business, strategy or actual results to differ materially from the forward-looking statements. We do not intend and undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. Investors are referred to our filings with the U.S. Securities and Exchange Commission for additional information regarding the risks and uncertainties that may cause actual results to differ materially from those expressed in any forward-looking statement.

About Zevia

Zevia PBC, a Delaware public benefit corporation designated as a “Certified B Corporation,” is focused on addressing the global health challenges resulting from excess sugar consumption by offering a broad portfolio of zero sugar, zero calorie, naturally sweetened beverages. All Zevia® beverages are made with a handful of simple, plant-based ingredients, contain no artificial sweeteners, and are Non-GMO Project verified, gluten-free, Kosher, vegan and zero sodium. Zevia is distributed in more than 32,000 retail locations in the U.S. and Canada through a diverse network of major retailers in the food, drug, warehouse club, mass, natural and ecommerce channels.

 

(ZEVIA-F)

 

Contacts

 

Media

Annie Thompson

Edelman Smithfield

713-299-4115

Annie.Thompson@edelmansmithfield.com

 

Investors

Reed Anderson

ICR

646-277-1260

Reed.Anderson@icrinc.com

 

 

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Document and Entity Information	Aug. 10, 2023
Cover [Abstract]
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Entity Central Index Key	0001854139
Document Type	8-K
Document Period End Date	Aug. 10, 2023
Entity Registrant Name	ZEVIA PBC
Entity Incorporation, State or Country Code	DE
Securities Act File Number	001-40630
Entity Tax Identification Number	86-2862492
Entity Address, Address Line One	15821 Ventura Blvd.
Entity Address, Address Line Two	Suite 135
Entity Address, City or Town	Encino
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91436
City Area Code	855
Local Phone Number	469-3842
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value $0.001 per share
Trading Symbol	ZVIA
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

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