STOCK TITAN

Reed’s (NYSE: REED) holders back 2026 equity plan, directors and pay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Reed’s, Inc. reported results from its 2026 annual stockholder meeting. Stockholders approved the Reed’s, Inc. 2026 Equity Incentive Plan, which became effective immediately upon approval. They also elected five directors to serve until the 2027 annual meeting.

Stockholders ratified Weinberg & Company P.A. as independent registered public accounting firm for the fiscal year ending December 31, 2026. They approved the compensation of named executive officers in an advisory vote and chose a three-year frequency for future advisory votes on executive compensation, which the Board adopted.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Director vote example 7,069,234 votes for Election of director Shufen Deng; 5,595 withhold; 1,035,603 broker non-votes
Auditor ratification 8,099,074 votes for Ratification of Weinberg & Company P.A.; 10,794 against; 564 abstentions
2026 Plan approval 7,068,913 votes for Approval of Reed’s, Inc. 2026 Equity Incentive Plan; 5,756 against; 160 abstentions; 1,035,603 broker non-votes
Say-on-pay frequency 6,893,600 votes for three years Frequency of advisory votes on executive compensation; 176,660 for one year; 4,300 for two years; 269 abstentions; 1,035,603 broker non-votes
2026 Equity Incentive Plan financial
"At the Annual Meeting, the Company’s stockholders approved the Reed’s, Inc. 2026 Equity Incentive Plan"
independent registered public accounting firm financial
"The Company’s stockholders ratified the appointment of Weinberg & Company P.A. 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.
broker non-votes financial
"as well as the number of abstentions and broker non-votes with respect to each matter"
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.
advisory vote financial
"The Company’s stockholders passed the advisory vote on the compensation of the Company’s named executive officers"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
frequency of stockholder advisory votes financial
"The Company’s stockholders voted three years for the frequency of stockholder advisory votes on the compensation"
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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): 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.

 

1.Election of Directors

 

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.

 

2

 

 

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.

 

3

 

 

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

 

4

FAQ

What did Reed’s (REED) shareholders approve at the 2026 annual meeting?

Reed’s shareholders approved the 2026 Equity Incentive Plan and ratified Weinberg & Company P.A. as auditor for the year ending December 31, 2026, along with electing directors and supporting executive pay.

Were Reed’s (REED) director nominees elected at the 2026 annual meeting?

Yes. All five nominees, including Shufen Deng and Neal M. Cohane, were elected as directors to serve until the 2027 annual meeting and until their successors are duly elected and qualified or earlier departure.

Did Reed’s (REED) shareholders ratify the company’s auditor for 2026?

Yes. Stockholders ratified Weinberg & Company P.A. as Reed’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 8,099,074 votes for, 10,794 against, and 564 abstentions.

What were the voting results for Reed’s 2026 Equity Incentive Plan?

The 2026 Equity Incentive Plan was approved with 7,068,913 votes for, 5,756 against, 160 abstentions, and 1,035,603 broker non-votes, making the plan effective immediately upon stockholder approval at the annual meeting.

How did Reed’s (REED) shareholders vote on executive compensation in 2026?

Shareholders passed the advisory vote on compensation of named executive officers and chose a three-year frequency for future advisory say-on-pay votes, with 6,893,600 votes favoring the three-year interval and the Board aligning with this preference.

What frequency did Reed’s (REED) shareholders choose for say-on-pay votes?

Reed’s shareholders voted for a three-year frequency of advisory votes on named executive officer compensation, with 6,893,600 votes for three years, and the Board decided to follow this schedule until the next required frequency vote.

Filing Exhibits & Attachments

4 documents