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.
Exhibit
Number Description
99.1 Press Release of The Boston Beer Company, Inc. dated January 31, 2020 .
104 Cover Page Interactive Data File (embedded within Inline XBRL document).
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