false
0001140215
0001140215
2026-06-10
2026-06-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): June 10, 2026
REED’S,
INC.
(Exact
name of Registrant as Specified in Its Charter)
| Delaware |
|
001-32501 |
|
35-2177773 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
501
Merritt 7 PH
Norwalk,
Connecticut |
|
06851 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
Telephone Number, Including Area Code: (800) 997-3337
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:
| ☐ | 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(s)* |
|
Name
of each exchange on which registered |
| Common
stock, $0.0001 par value per share |
|
REED |
|
NYSE
American 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
June 10, 2026, Reed’s, Inc. (the “Company”)
held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the
Annual Meeting, the Company’s stockholders approved the Reed’s, Inc. 2026 Equity Incentive Plan (the “2026
Plan”), which was adopted by the Company’s Board of Directors, subject to stockholder
approval, on March 31, 2026. The 2026 Plan became effective immediately upon stockholder approval at the Annual Meeting.
The
material features of the 2026 Plan are described in the Company’s definitive proxy statement, filed with the U.S. Securities
and Exchange Commission on April 29, 2026 (the “Proxy
Statement”), which description is incorporated by reference herein. Additionally, the full
text of the 2026 Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. The description
of the 2026 Plan in the Proxy Statement and the foregoing disclosure under Item 5.02(e) of this Current Report on Form 8-K are qualified
in their entirety by reference to the full text of the 2026 Plan.
Item
5.07 Submission of Matters to a Vote of Holders.
The
following is a brief description of each matter voted upon at the Annual Meeting, as well as the number of votes cast for and against
each matter, and if applicable, the number of abstentions and broker non-votes with respect to each matter. A more complete description
of each matter is contained in the Proxy Statement.
| Name |
|
For |
|
|
Withhold |
|
|
Broker
Non-Votes |
|
| Shufen Deng |
|
|
7,069,234 |
|
|
|
5,595 |
|
|
|
1,035,603 |
|
| Neal M. Cohane |
|
|
7,069,872 |
|
|
|
4,957 |
|
|
|
1,035,603 |
|
| Michael C. Tu |
|
|
7,069,534 |
|
|
|
5,295 |
|
|
|
1,035,603 |
|
| Sam Van |
|
|
7,069,370 |
|
|
|
5,459 |
|
|
|
1,035,603 |
|
| Rudolf J. M. Bakker |
|
|
7,069,373 |
|
|
|
5,456 |
|
|
|
1,035,603 |
|
Each
of Shufen Deng, Neal M. Cohane, Michael C. Tu, Sam Van, and Rudolf J. M. Bakker were elected as directors to hold office until the Company’s
2027 annual meeting of stockholders and until their successors have been duly elected and qualified or such director’s earlier
death, resignation or removal.
| 2. | Ratification
of Selection of Independent Registered Public Accounting Firm |
| For | | |
| Against | | |
| Abstentions | |
| 8,099,074 | | |
| 10,794 | | |
| 564 | |
The
Company’s stockholders ratified the appointment of Weinberg & Company P.A. as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2026.
| 3. | Approval
of the 2026 Equity Incentive Plan |
| For | | |
Against | | |
Abstentions | | |
Broker
Non-Votes | |
| 6,896,454 | | |
| 178,156 | | |
| 219 | | |
| 1,035,603 | |
The
Company’s stockholders approved the 2026 Plan.
| 4. | Non-Binding
Advisory Vote on the Compensation of the Company’s Named Executive Officers |
| For | | |
Against | | |
Abstentions | | |
Broker
Non-Votes | |
7,068,913 | | |
| 5,756 | | |
| 160 | | |
| 1,035,603 | |
The
Company’s stockholders passed the advisory vote on the compensation of the Company’s named executive officers.
| 5. | Non-Binding
Advisory Vote on the Frequency of Stockholder Advisory Votes on the Compensation of the Company’s
Named Executive Officers |
| One
Year | | |
Two
Years | | |
Three
Years | | |
Abstentions | | |
Broker
Non-Votes | |
| 176,660 | | |
| 4,300 | | |
| 6,893,600 | | |
| 269 | | |
| 1,035,603 | |
The
Company’s stockholders voted three years for the frequency of stockholder advisory votes on the compensation of the Company’s
named executive officers. Consistent with these results, the Company’s Board of Directors determined that future stockholder advisory
votes on named executive officer compensation will be held every three years until the next required advisory vote on the frequency of
stockholder advisory votes on the compensation of the Company’s named executive officers.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description |
| 10.1+ |
|
Reed’s, Inc. 2026 Equity Incentive Plan. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
| + | Indicates
management contract or compensatory plan. |
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.
| |
Reed’s,
Inc. |
| |
|
|
| Date:
June 11, 2026 |
By: |
/s/
Douglas W. McCurdy |
| |
|
Douglas
W. McCurdy |
| |
|
Chief
Financial Officer |