National Beverage (FIZZ) Proxy Filing summary

Executive summary

• Annual meeting scheduled for October 4, 2024, to elect two Class I directors and vote on a shareholder ESG proposal.

• Only shareholders of record as of August 19, 2024, are entitled to vote.

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

• Board recommends voting for director nominees and against the ESG reporting proposal.

Voting matters and shareholder proposals

• Election of Joseph G. Caporella and Samuel C. Hathorn, Jr. as Class I directors for three-year terms.

• Shareholder proposal requests annual comprehensive ESG reporting; board recommends voting against it.

• Other business may be transacted as properly presented at the meeting.

Board of directors and corporate governance

• Board consists of five directors in staggered three-year terms.

• Committees include Audit, Compensation and Stock Option, Nominating, and Strategic Planning.

• Majority of the Nominating and all of the Compensation and Audit Committees are independent.

• No formal policy on separating CEO and Chairman roles; Nick A. Caporella holds both positions.