National Beverage (FIZZ) Proxy filing summary

Executive summary

• Annual Meeting scheduled for October 2, 2026, at The Ritz-Carlton Fort Lauderdale, with shareholders of record as of August 17, 2026, eligible to vote.

• Proposals include electing one Class III director for a three-year term and a non-binding advisory vote on executive compensation.

• Majority shareholder Nick A. Caporella controls 73.2% of outstanding shares, effectively determining voting outcomes.

• Proxy materials and annual report are available online, and shareholders can vote by mail, phone, or internet.

Voting matters and shareholder proposals

• Shareholders will vote on the election of Nick A. Caporella as Class III director and on executive compensation in a non-binding advisory vote.

• Board recommends voting in favor of both proposals.

• Shareholder proposals for the 2027 meeting must be submitted by May 11, 2027, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board consists of five directors in staggered three-year terms; current nominee is Nick A. Caporella.

• Board committees include Audit, Compensation and Stock Option, and Nominating, with independent directors comprising the majority of key committees.

• Board leadership combines CEO and Chairman roles, with committee chairs providing additional oversight.

• Directors are evaluated on experience, industry knowledge, and diversity; all directors attended meetings in the past year.