SAM Boston Beer Co Inc - 8-K

Item 5.01 Changes in Control of Registrant.

2026 Annual Meeting of Stockholders

The Company held its 2026 Annual Meeting of Stockholders on May 27, 2026, at which quorums of 68.0% of Class A Stockholders and 100% of Class B Stockholders were present and acting throughout. The proposals submitted by the Board of Directors to the Stockholders for action and the results of the voting on each proposal are indicated below.

Item 1 . The Class A Stockholders elected the following three (3) Class A Directors, each for a term of one (1) year ending at the completion of the 2027 Annual Meeting of Stockholders: Cynthia L. Swanson received 3,666,525 votes for and 2,026,950 votes withheld; Meghan V. Joyce received 2,168,383 votes for and 3,525,092 votes withheld; and Joseph H. Jordan received 3,119,558 votes for and 2,573,917 votes withheld. There were no broker non-votes in connection with the election of the Class A Directors.

Item 2 . The Class A Stockholders considered, on an advisory basis, the following non-binding resolution relating to executive compensation:

“RESOLVED, that the compensation policies and procedures followed by Boston Beer and the Compensation Committee of Boston Beer’s Board of Directors and the level and mix of compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the SEC, are hereby determined to be appropriate and are accordingly approved on an advisory basis.”

The results of the advisory vote are as follows: 2,418,918 votes for; 3,250,742 votes against 23,785 abstentions, and no broker non-votes.

Item 3 . C. James Koch, the sole holder of all of the Company’s outstanding shares of Class B Stock, voted all of such shares for the election of the following five (5) Class B Directors, each for a term of one (1) year ending at the completion of the 2027 Annual Meeting of Stockholders: Samuel A. Calagione, III, Cynthia A. Fisher, C. James Koch, Julio N. Nemeth, and Christopher I. “Biz” Stone. The Board of Directors and the Class B Stockholder also resolved to retain the Class B vacancy occasioned by Michael Spillane’s retirement. There were no broker non-votes in connection with the election of the Class B Directors.

Item 4 . The Class B Stockholder ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 26, 2026.

No other matters came before the meeting.

Item 8.01 Other Events.

At a meeting held on May 28, 2026, the Board of Directors, acting on the recommendation of the Nominating/Governance Committee, appointed the following independent Directors to the respective committees of the Board:

Audit Committee : Cynthia, L. Swanson (Chair), Joseph H. Jordan, Meghan V. Joyce

Compensation Committee : Joseph H. Jordan (Chair), Julio N. Nemeth, Christopher I. “Biz” Stone, Cynthia L. Swanson

Nominating/Governance Committee : Meghan V. Joyce (Chair), Julio Nemeth, Christopher I. “Biz” Stone

On May 28, 2026, the non-employee members of the Board reappointed Julio N. Nemeth as the Board’s Lead Director.