Boston Beer shareholders vote on directors, pay

The Boston Beer Company, Inc. reported results from its 2026 Annual Meeting of Stockholders held on May 27, 2026.

Rhea-AI Filing Summary

The Boston Beer Company, Inc. reported results from its 2026 Annual Meeting of Stockholders held on May 27, 2026. Class A stockholders elected three Class A directors for one-year terms ending at the 2027 annual meeting, and Class B stockholder C. James Koch elected five Class B directors for similar one-year terms.

Class A stockholders considered an advisory resolution on executive compensation, with 2,418,918 votes for, 3,250,742 votes against, and 23,785 abstentions, so the proposal did not receive majority support. The Class B stockholder ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 26, 2026.

On May 28, 2026, the Board made committee assignments, including Cynthia L. Swanson as Audit Committee Chair, Joseph H. Jordan as Compensation Committee Chair, and Meghan V. Joyce as Nominating/Governance Committee Chair. The non-employee directors also reappointed Julio N. Nemeth as Lead Director.

Insights

Corporate governance analyst

Shareholders backed directors but rejected the advisory pay resolution.

Boston Beer obtained solid quorums, with 68.0% of Class A and 100% of Class B stockholders present, and all nominated Class A and Class B directors were elected to one-year terms ending at the 2027 annual meeting.

The advisory say-on-pay vote saw 2,418,918 votes for and 3,250,742 votes against, meaning the compensation resolution did not pass. While non-binding, this type of outcome often prompts board-level review of executive pay policies and engagement with investors about concerns reflected in the vote results.

The Class B stockholder ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 26, 2026. Subsequent committee appointments and the reappointment of Julio N. Nemeth as Lead Director indicate continuity in board oversight structures following the meeting.

8-K Event Classification

2 items: 5.01, 8.01

2 items

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Class A quorum: 68.0% Class B quorum: 100% Say-on-pay votes for: 2,418,918 votes +5 more

8 metrics

Class A quorum 68.0% Quorum of Class A stockholders at 2026 annual meeting

Class B quorum 100% Quorum of Class B stockholder at 2026 annual meeting

Say-on-pay votes for 2,418,918 votes Advisory executive compensation resolution, Class A shares

Say-on-pay votes against 3,250,742 votes Advisory executive compensation resolution, Class A shares

Swanson votes for 3,666,525 votes Election of Class A director Cynthia L. Swanson

Joyce votes for 2,168,383 votes Election of Class A director Meghan V. Joyce

Jordan votes for 3,119,558 votes Election of Class A director Joseph H. Jordan

Meeting date May 27, 2026 2026 Annual Meeting of Stockholders

Key Terms

Annual Meeting of Stockholders, non-binding resolution, Named Executive Officers, independent registered public accounting firm, +1 more

5 terms

Annual Meeting of Stockholders financial

"The Company held its 2026 Annual Meeting of Stockholders on May 27, 2026"

non-binding resolution financial

"The Class A Stockholders considered, on an advisory basis, the following non-binding resolution relating to executive compensation"

A non-binding resolution is a formal vote or statement expressing the board’s or shareholders’ opinion or recommendation without creating a legal obligation to act. It matters to investors because it signals management or shareholder intent and can change expectations, influence market sentiment, and often precede concrete, binding actions—like a committee’s public suggestion that guides future decisions but doesn’t force them.

Named Executive Officers financial

"compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to the compensation disclosure rules"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent registered public accounting firm financial

"ratified the appointment of Deloitte & Touche 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.

Lead Director financial

"the non-employee members of the Board reappointed Julio N. Nemeth as the Board’s Lead Director"

A lead director is a board member chosen by other independent directors to coordinate the board’s independent oversight of company management, acting like a team captain or referee who organizes meetings, leads discussions without the CEO present, and serves as a primary contact between independent directors and company leadership. Investors care because a strong lead director helps prevent conflicts of interest, improves decision-making and accountability, and signals that the board is actively watching how management runs the business.

FAQ

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

What did Boston Beer (SAM) shareholders decide at the 2026 annual meeting?

Shareholders elected all nominated Class A and Class B directors to one-year terms ending at the 2027 annual meeting. They also saw the Class B stockholder ratify Deloitte & Touche LLP as independent auditor for the fiscal year ending December 26, 2026.

How did Boston Beer (SAM) shareholders vote on executive compensation in 2026?

Class A shareholders voted against the advisory executive compensation resolution, with 2,418,918 votes for, 3,250,742 votes against, and 23,785 abstentions. The vote is non-binding but signals stockholder views on Boston Beer’s compensation policies and the pay mix for named executive officers.

Who was elected as a Class A director of Boston Beer (SAM) in 2026?

Class A stockholders elected Cynthia L. Swanson, Meghan V. Joyce, and Joseph H. Jordan as Class A directors, each for a one-year term ending at the 2027 annual meeting. Vote totals differed by nominee but all three received enough support for election.

Who controls the Class B shares of Boston Beer (SAM) and how were they voted?

C. James Koch is the sole holder of all outstanding Class B shares and voted all of them for five Class B directors. He supported Samuel A. Calagione, III, Cynthia A. Fisher, C. James Koch, Julio N. Nemeth, and Christopher I. “Biz” Stone for one-year terms.

Which firm audits Boston Beer (SAM) for the 2026 fiscal year?

The Class B stockholder ratified Deloitte & Touche LLP as Boston Beer’s independent registered public accounting firm for the fiscal year ending December 26, 2026. This ratification continues Deloitte & Touche’s role in auditing the company’s financial statements and internal controls.

What board committee roles were assigned at Boston Beer (SAM) after the meeting?

After the meeting, the board appointed Cynthia L. Swanson as Audit Committee Chair, Joseph H. Jordan as Compensation Committee Chair, and Meghan V. Joyce as Nominating/Governance Committee Chair. Non-employee directors also reappointed Julio N. Nemeth as Lead Director on May 28, 2026.

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

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Accepted by SEC EDGAR 06/01/2026 - 04:10 PM Learn about SEC filing dates

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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): May 27, 2026

The Boston Beer Company, Inc.

(Exact name of Registrant as Specified in Its Charter)

Massachusetts			001-14092	04-3284048
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
One Design Center Place Suite 850
Boston, Massachusetts				02210
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 368-5000

(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
Class A Common Stock. $0.01 par value		SAM		The New York Stock Exchange

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 5.01 Changes in Control of Registrant.

2026 Annual Meeting of Stockholders

The Company held its 2026 Annual Meeting of Stockholders on May 27, 2026, at which quorums of 68.0% of Class A Stockholders and 100% of Class B Stockholders were present and acting throughout. The proposals submitted by the Board of Directors to the Stockholders for action and the results of the voting on each proposal are indicated below.

Item 1. The Class A Stockholders elected the following three (3) Class A Directors, each for a term of one (1) year ending at the completion of the 2027 Annual Meeting of Stockholders: Cynthia L. Swanson received 3,666,525 votes for and 2,026,950 votes withheld; Meghan V. Joyce received 2,168,383 votes for and 3,525,092 votes withheld; and Joseph H. Jordan received 3,119,558 votes for and 2,573,917 votes withheld. There were no broker non-votes in connection with the election of the Class A Directors.

Item 2. The Class A Stockholders considered, on an advisory basis, the following non-binding resolution relating to executive compensation:

“RESOLVED, that the compensation policies and procedures followed by Boston Beer and the Compensation Committee of Boston Beer’s Board of Directors and the level and mix of compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the SEC, are hereby determined to be appropriate and are accordingly approved on an advisory basis.”

The results of the advisory vote are as follows: 2,418,918 votes for; 3,250,742 votes against 23,785 abstentions, and no broker non-votes.

Item 3. C. James Koch, the sole holder of all of the Company’s outstanding shares of Class B Stock, voted all of such shares for the election of the following five (5) Class B Directors, each for a term of one (1) year ending at the completion of the 2027 Annual Meeting of Stockholders: Samuel A. Calagione, III, Cynthia A. Fisher, C. James Koch, Julio N. Nemeth, and Christopher I. “Biz” Stone. The Board of Directors and the Class B Stockholder also resolved to retain the Class B vacancy occasioned by Michael Spillane’s retirement. There were no broker non-votes in connection with the election of the Class B Directors.

Item 4. The Class B Stockholder ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 26, 2026.

No other matters came before the meeting.

Item 8.01 Other Events.

At a meeting held on May 28, 2026, the Board of Directors, acting on the recommendation of the Nominating/Governance Committee, appointed the following independent Directors to the respective committees of the Board:

Audit Committee: Cynthia, L. Swanson (Chair), Joseph H. Jordan, Meghan V. Joyce

Compensation Committee: Joseph H. Jordan (Chair), Julio N. Nemeth, Christopher I. “Biz” Stone, Cynthia L. Swanson

Nominating/Governance Committee: Meghan V. Joyce (Chair), Julio Nemeth, Christopher I. “Biz” Stone

On May 28, 2026, the non-employee members of the Board reappointed Julio N. Nemeth as the Board’s Lead Director.

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.

			The Boston Beer Company, Inc.
Date:	June 1, 2026	By:	/s/ Jim Koch
			Name: C. James Koch Title: Founder, Brewer, President, CEO, and Chairman

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