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National Beverage shareholders approve executive pay

Nick A. Caporella received 78,408,439 votes for re-election, while executive compensation received 74,150,169 votes for approval.

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Form Type
8-K

Rhea-AI Filing Summary

National Beverage Corp. (FIZZ) held its annual shareholder meeting on October 2, 2026. Shareholders re-elected Nick A. Caporella as a Class III director for a three-year term, with 78,408,439 shares for and 8,071,691 withheld. They approved executive compensation in a non-binding advisory vote, with 74,150,169 shares for, 12,261,186 against and 68,775 abstaining; there were no broker non-votes on the proposals.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for Nick A. Caporella 78,408,439 shares Election as a Class III director
Shares withheld 8,071,691 shares Election of Nick A. Caporella
Votes for executive compensation 74,150,169 shares Non-binding advisory vote
Votes against executive compensation 12,261,186 shares Non-binding advisory vote
Abstentions 68,775 shares Non-binding advisory vote on executive compensation
Class III Director regulatory
"Election of one Class III Director for a term of three years"
A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.
non-binding advisory vote regulatory
"non-binding advisory vote on executive compensation"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
broker non-votes regulatory
"There were no broker non-votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How did FIZZ shareholders vote on Nick A. Caporella?

Shareholders re-elected Nick A. Caporella as a Class III director for a three-year term, with 78,408,439 shares for and 8,071,691 withheld.

Did FIZZ shareholders approve executive compensation?

Yes. Executive compensation was approved in a non-binding advisory vote, with 74,150,169 shares for, 12,261,186 against and 68,775 abstaining.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
false 0000069891 0000069891 2026-10-02 2026-10-02
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): October 2, 2026
 
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 5.07 Submission of Matters to a Vote of Security Holders
 
On October 2, 2026, National Beverage Corp. held its Annual Meeting of Shareholders. The following matters were voted upon at the meeting: (1) Election of one Class III Director for a term of three years; and (2) non-binding advisory vote on executive compensation.
 
With respect to these matters, (1) Mr. Nick A. Caporella was re-elected by a vote of 78,408,439 shares for and 8,071,691 shares withheld; and (2) executive compensation was approved, by a non-binding advisory vote of 74,150,169 shares for, 12,261,186 shares against and 68,775 shares abstaining.
 
There were no broker non-votes with respect to the above proposals.
 
 
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 5, 2026
 
 
EXHIBIT INDEX
 
104
Cover Page Interactive Data File (formatted as Inline XBRL)         

Filing Exhibits & Attachments

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