Coffee Holding Co. (JVA) investors oppose executive pay, approve auditor at 2025 meeting

Rhea-AI Filing Summary

Coffee Holding Co., Inc. reported the results of its Annual Meeting of Stockholders held on December 16, 2025. The company had 5,708,599 common shares outstanding and entitled to vote as of the October 17, 2025 record date, and approximately 53.9% of those shares were represented in person or by proxy, establishing a quorum.

Stockholders voted on four items: the election of directors, ratification of the independent registered public accounting firm, an advisory vote on executive compensation, and an advisory vote on how often to hold that compensation vote. Director nominees Gerard DeCapua and George F. Thomas each received more votes "for" than "withheld," and the proposal to ratify CBIZ CPAs P.C. received strong support, with 3,064,009.89 votes "for" versus 11,278.00 "against" and 4,425.02 abstentions.

In the advisory vote on executive compensation, 1,024,312.56 shares were voted "for," 1,640,696.26 "against" and 32,646.10 abstained, along with 382,058.00 broker non-votes. In the advisory vote on the frequency of future say-on-pay votes, 938,295.98 shares favored holding the vote every 1 year, 10,727.34 favored 2 years, 119,762.41 favored 3 years, 1,628,869.18 abstained, and there were 382,058.00 broker non-votes.

Positive

• None.

Negative

• Advisory vote on executive compensation failed, with 1,640,696.26 shares against and 1,024,312.56 in favor, indicating shareholder dissatisfaction with the current pay program.

Insights

Corporate governance analyst

Shareholders rejected executive pay but backed directors and auditor.

The meeting shows a mixed governance signal for Coffee Holding Co., Inc.. Director nominees Gerard DeCapua and George F. Thomas both received more votes "for" than "withheld," indicating sufficient support to remain on the board. The ratification of CBIZ CPAs P.C. as independent registered public accounting firm was particularly strong, with 3,064,009.89 votes "for" versus only 11,278.00 "against" and 4,425.02 abstentions.

By contrast, the advisory vote on executive compensation did not pass in this tally: 1,640,696.26 shares were voted "against" compared with 1,024,312.56 "for," with 32,646.10 abstentions and 382,058.00 broker non-votes. This outcome can signal shareholder concern about the current pay structure, even though the vote is non-binding. For the frequency of future advisory votes on executive compensation, 938,295.98 shares supported a 1-year frequency, more than the votes for 2-year and 3-year options, while 1,628,869.18 shares abstained and 382,058.00 were broker non-votes; any follow-up approach will be discernible in subsequent company disclosures.

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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): December 16, 2025

COFFEE HOLDING CO., INC.

(Exact name of registrant as specified in its charter)

Nevada		001-32491		11-2238111
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

3475 Victory Boulevard, Staten Island, New York		10314
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (718) 832-0800

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 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))

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 $0.001 Per Share		JVA		The Nasdaq Stock Market LLC

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 December 16, 2025, Coffee Holding Co., Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The total shares of capital stock outstanding and entitled to vote as of the Annual Meeting’s record date, October 17, 2025, were 5,708,599 shares of the Company’s common stock. Approximately 53.9% of the Company’s shares of common stock outstanding and entitled to vote at the Annual Meeting were present in person or by proxy, thereby constituting a quorum.

The matters voted on at the Annual Meeting were: (1) the election of directors; (2) the ratification of the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm; (3) an advisory vote on executive compensation; and (4) an advisory vote on the frequency of holding stockholder advisory votes on executive compensation. The final voting results were as follows:

1. The votes cast for the election of each of Gerard DeCapua and George F. Thomas to hold office for a term of three years, until his successor is duly elected and qualified or he is otherwise unable to complete his term where as follows:

Nominee		For		Withhold		Broker Non-Votes
Gerard DeCapua		2,065,244.89		632,410.02		382,058.00
George F. Thomas		2,114,452.89		583,202.02		382,058.00

2. The proposal to ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the Company’s fiscal year ending October 31, 2025 was approved based upon the following votes:

For		Against		Abstentions
3,064,009.89		11,278.00		4,425.02

3. The proposal to approve, on an advisory basis, the Company’s executive compensation was not approved based upon the following votes:

For		Against		Abstentions		Broker Non-Votes
1,024,312.56		1,640,696.26		32,646.10		382,058.00

4. The proposal to set the frequency of holding stockholder advisory votes to 1 year periods has been approved based on the following votes:

1 Year		2 Years		3 Years		Abstentions		Broker Non-Votes
938,295.98		10,727.34		119,762.41		1,628,869.18		382,058.00

SIGNATURE

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.

	Coffee Holding Co., Inc.
	By:	/s/ Andrew Gordon
	Name:	Andrew Gordon
	Title:	President and Chief Executive Officer
Date: December 22, 2025

FAQ

What did Coffee Holding Co., Inc. (JVA) vote on at the 2025 Annual Meeting?

Stockholders of Coffee Holding Co., Inc. voted on four items: the election of directors, ratification of CBIZ CPAs P.C. as independent registered public accounting firm, an advisory vote on executive compensation, and an advisory vote on how often to hold future advisory votes on executive compensation.

Were the director nominees elected at Coffee Holding Co., Inc.’s 2025 Annual Meeting?

Yes. Director nominees Gerard DeCapua and George F. Thomas each received more votes "for" than "withheld," with 2,065,244.89 votes for and 632,410.02 withheld for DeCapua, and 2,114,452.89 votes for and 583,202.02 withheld for Thomas, along with 382,058.00 broker non-votes for each nominee.

Did Coffee Holding Co., Inc. (JVA) stockholders ratify the independent auditor?

Yes. Stockholders ratified the appointment of CBIZ CPAs P.C. as the company’s independent registered public accounting firm, with 3,064,009.89 votes "for," 11,278.00 "against" and 4,425.02 abstentions.

How did Coffee Holding Co., Inc. stockholders vote on executive compensation in 2025?

In the advisory vote on executive compensation, 1,024,312.56 shares were voted "for," 1,640,696.26 "against," and 32,646.10 abstained. There were also 382,058.00 broker non-votes, meaning more shares were voted against than in favor of the company’s executive compensation.

What frequency for say-on-pay votes received the most support at Coffee Holding Co., Inc.?

In the advisory vote on how often to hold stockholder advisory votes on executive compensation, the 1-year option received the most support with 938,295.98 votes, compared with 10,727.34 votes for 2 years and 119,762.41 votes for 3 years. There were 1,628,869.18 abstentions and 382,058.00 broker non-votes.

How many Coffee Holding Co., Inc. shares were eligible to vote at the 2025 Annual Meeting?

As of the October 17, 2025 record date, there were 5,708,599 shares of Coffee Holding Co., Inc. common stock outstanding and entitled to vote, and approximately 53.9% of those shares were present in person or by proxy at the Annual Meeting.