The Boston Beer Company (SAM) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 27, 2026, at the Samuel Adams Boston Taproom in Boston, MA, with voting on director elections, executive compensation, and auditor ratification.

• The company continues to focus on growth through a diverse beverage portfolio, including leading brands in flavored malt beverages, hard seltzer, hard cider, and RTD spirits.

• Leadership changes in 2025 included the transition of the CEO role from Michael Spillane to Jim Koch, and the appointment of new executives in operations and HR.

• The company reported a 2.4% decrease in net revenue to $1.965 billion, a 4% decline in depletions, but improved gross margin and strong operating cash flow for 2025.

Voting matters and shareholder proposals

• Class A stockholders will elect three directors and vote on an advisory say-on-pay proposal.

• Class B stockholder will elect five directors and ratify Deloitte & Touche LLP as the independent auditor for fiscal 2026.

• Board recommends voting for all director nominees, for the say-on-pay proposal, and for auditor ratification.

Board of directors and corporate governance

• The board consists of nine members, with a mix of independent and non-independent directors, and a vacancy to be filled after the 2026 meeting.

• Board committees (Audit, Compensation, Nominating/Governance) are composed solely of independent directors.

• The board merged the CEO and Chairman roles in August 2025, with ongoing evaluation of leadership structure.

• Lead Director role established for independent oversight; currently held by Julio N. Nemeth.

• Board diversity includes three women and one underrepresented minority.