Jones Soda shareholders back executive pay, auditor

Jones Soda Co. shareholders re-elected all director nominees, backed 2025 executive pay on an advisory basis, and ratified Davidson & Company LLP as auditor for 2026.

Rhea-AI Filing Summary

Jones Soda Co. (JSDA) reported the results of its 2026 annual meeting of shareholders held on September 4, 2026, where 66,496,091 shares of common stock were represented, constituting a quorum. Shareholders re-elected Ronald Dissinger, Paul Norman, Gregg Reichman and Clive Sirkin to the board for terms ending at the next annual meeting. They also approved, on an advisory basis, the Company’s 2025 named executive officer compensation and ratified the appointment of Davidson & Company LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Shares represented at meeting: 66,496,091 shares Votes for Ronald Dissinger: 31,542,116 votes Votes for Paul Norman: 29,575,079 votes +4 more

7 metrics

Shares represented at meeting 66,496,091 shares Common stock represented at the 2026 annual meeting, constituting a quorum

Votes for Ronald Dissinger 31,542,116 votes Votes cast for director nominee Ronald Dissinger

Votes for Paul Norman 29,575,079 votes Votes cast for director nominee Paul Norman

Say-on-pay votes for 21,697,118 votes Votes in favor of 2025 named executive officer compensation

Say-on-pay votes against 9,579,745 votes Votes against 2025 named executive officer compensation

Auditor ratification votes for 44,256,360 votes Votes in favor of ratifying Davidson & Company LLP as auditor for 2026

Auditor ratification votes against 14,808,722 votes Votes against ratifying Davidson & Company LLP as auditor for 2026

Key Terms

broker non-votes, named executive officer compensation, independent registered public accounting firm, advisory basis

4 terms

broker non-votes financial

"Broker Non-Votes 28,346,809"

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.

named executive officer compensation financial

"approved, on an advisory basis, the Company’s 2025 named executive officer compensation"

Pay and benefits disclosed for a company’s top executives identified in regulatory filings, including salary, bonuses, stock awards, option grants, pension contributions and other perks. Think of it as a public paycheck summary for senior managers that shows how they are rewarded and motivated. Investors use it to judge whether executive incentives align with shareholder interests, to assess potential costs and risks, and to evaluate corporate governance.

independent registered public accounting firm financial

"ratified the appointment of Davidson & Company LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory basis regulatory

"approved, on an advisory basis, the Company’s 2025 named executive officer compensation"

FAQ

What matters did Jones Soda Co. (JSDA) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three proposals: re-election of four directors, advisory approval of 2025 named executive officer compensation, and ratification of Davidson & Company LLP as independent registered public accounting firm for the year ending December 31, 2026.

How many Jones Soda Co. (JSDA) shares were represented at the 2026 annual meeting?

A total of 66,496,091 shares of Jones Soda Co. common stock were represented in person or by valid proxies at the 2026 annual meeting, which the company states constituted a quorum for conducting business.

Were all Jones Soda Co. (JSDA) director nominees re-elected at the 2026 annual meeting?

Yes. All four nominees—Ronald Dissinger, Paul Norman, Gregg Reichman and Clive Sirkin—were re-elected to the board to serve until the next annual meeting or until their successors are elected and qualified, or earlier resignation, removal or death.

Did Jones Soda Co. (JSDA) shareholders approve the 2025 named executive officer compensation?

Yes. On an advisory basis, shareholders approved the 2025 named executive officer compensation with 21,697,118 votes for, 9,579,745 against, 6,872,419 abstentions, and 28,346,809 broker non-votes recorded.

What was the outcome of the auditor ratification vote for Jones Soda Co. (JSDA)?

Shareholders ratified Davidson & Company LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 44,256,360 votes for, 14,808,722 against, 7,431,009 abstentions, and no broker non-votes reported.

Who signed the Jones Soda Co. (JSDA) report disclosing the 2026 annual meeting results?

The report was signed on behalf of Jones Soda Co. by Scott Harvey, who is identified as the Company’s President and Chief Executive Officer, dated September 10, 2026.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): September 4, 2026

JONES SODA CO.

(Exact name of registrant as specified in its charter)

Washington		000-28820		52-2336602
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1522 Western Avenue, Suite 24150, Seattle, Washington		98101
(Address of principal executive offices)		(Zip Code)

(206) 624-3357

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instructions 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))

Securities registered pursuant to Section 12(b) of the Exchange Act: None

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

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 September 4, 2026, Jones Soda Co. (the “Company”) held its 2026 annual meeting of shareholders (the “Annual Meeting”) for the purpose of holding a shareholder vote on Proposals 1, 2 and 3 set forth below. A total of 66,496,091 shares of the Company’s common stock, constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.

At the Annual Meeting, the Company’s shareholders (i) re-elected each of Ronald Dissinger, Paul Norman, Gregg Reichman and Clive Sirkin as members of the Company’s board of directors to serve until the next annual meeting of shareholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death; (ii) approved, on an advisory basis, the Company’s 2025 named executive officer compensation; and (iii) ratified the appointment of Davidson & Company LLP (“Davidson”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting, as set forth in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on July 23, 2026, are as follows:

Proposal 1. At the Annual Meeting, the terms of all current members of the Company’s board of directors expired. All of the four nominees for director were elected to serve until the next annual meeting of shareholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the four directors was as follows:

Directors		For				Withheld				Broker Non-Votes
Ronald Dissinger			31,542,116				6,607,166				28,346,809
Paul Norman			29,575,079				8,574,203				28,346,809
Gregg Reichman			29,566,556				8,582,726				28,346,809
Clive Sirkin			29,579,454				8,569,828				28,346,809

Proposal 2. At the Annual Meeting, the shareholders approved, on an advisory basis, the Company’s 2025 named executive officer compensation (the “Named Executive Officer Compensation”). The result of the votes to approve, on an advisory basis, the Named Executive Officer Compensation was as follows:

For				Against				Abstain				Broker Non-Votes
	21,697,118				9,579,745				6,872,419				28,346,809

Proposal 3. At the Annual Meeting, the shareholders approved the ratification of the appointment of Davidson as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The result of the votes to approve Davidson was as follows:

For				Against				Abstain				Broker Non-Votes
	44,256,360				14,808,722				7,431,009				-

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 hereunto duly authorized.

Date: September 10, 2026	JONES SODA CO.
	/s/ Scott Harvey
	Scott Harvey
	President and Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB