[8-K] NATIONAL BEVERAGE CORP Reports Material Event

Rhea-AI Filing Summary

National Beverage Corp. (FIZZ) reported board changes and annual meeting results. Director Cecil D. Conlee, a Board member since 2009, notified the company on or about August 25, 2025 that he would not stand for reelection and will retire from the Board effective as of the Annual Meeting.

At the October 3, 2025 Annual Meeting, shareholders elected two Class II directors for three-year terms. Glenn J. Waldman was elected with 90,079,258 shares for and 142,952 shares withheld. Stanley M. Sheridan was re-elected with 83,106,244 shares for and 7,115,966 shares withheld. The company reported no broker non-votes for this item.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 25, 2025

National Beverage Corp.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-14170	59-2605822
(Commission File Number)	(IRS Employer Identification No.)
8050 SW Tenth Street, Suite 4000
Fort Lauderdale, Florida	33324
(Address of Principal Executive Offices)	(Zip Code)

(954) 581-0922

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $.01 per share	FIZZ	The NASDAQ Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Cecil D. Conlee, who served on National Beverage Corp.’s Board of Directors (the “Board”) since 2009, advised the Board on or about August 25, 2025 that he did not intend to stand for reelection and would retire from the Board effective as of the Annual Meeting.

Item 5.07 Submission of Matters to a Vote of Security Holders

On October 3, 2025, National Beverage Corp. held its Annual Meeting of Shareholders. The following matter was voted upon at the meeting: the election of two Class II Directors for a term of three years.

With respect to this matter, Mr. Stanley M. Sheridan was re-elected by a vote of 83,106,244 shares for and 7,115,966 shares withheld; and Mr. Glenn J. Waldman was elected by a vote of 90,079,258 shares for and 142,952 shares withheld. There were no broker non-votes with respect to the above matter.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

National Beverage Corp.

(Registrant)

By:	/s/ George R. Bracken
	George R. Bracken
	Executive Vice President – Finance

Date: October 6, 2025

FAQ

What did National Beverage (FIZZ) announce about its Board?

Cecil D. Conlee advised he would not stand for reelection and will retire from the Board effective as of the Annual Meeting.

When was National Beverage’s 2025 Annual Meeting held?

The Annual Meeting was held on October 3, 2025.

Which directors were elected at the 2025 Annual Meeting for FIZZ?

Two Class II directors: Glenn J. Waldman was elected and Stanley M. Sheridan was re-elected for three-year terms.

What were the vote totals for Glenn J. Waldman (FIZZ)?

Waldman received 90,079,258 shares for and 142,952 shares withheld.

What were the vote totals for Stanley M. Sheridan (FIZZ)?

Sheridan received 83,106,244 shares for and 7,115,966 shares withheld.

Were there broker non-votes reported for the director elections?

No. The company reported no broker non-votes for this matter.