🧾 What This Document Is

This is Zevia PBC's official Proxy Statement (DEF 14A) for its 2026 Annual Meeting of Stockholders. Think of it as a detailed invitation and instruction manual for shareholders. It tells you what the meeting is about, who is running the company, and how you can vote on key issues. The goal is to ensure shareholders have all the information they need to make informed decisions before the virtual meeting on June 10, 2026.

👉 Why it matters: As a shareholder, this is your opportunity to have a say in the company's leadership and oversight.

🏢 What The Company Does

In simple terms, Zevia PBC makes naturally sweetened, zero-sugar beverages using plant-based ingredients like stevia. They're a "Public Benefit Corporation" and certified "B Corp," meaning they are legally required to balance profit with positive social and environmental impact. Their mission is to offer healthier drink alternatives to improve global health.

👉 Why it matters: Their unique legal structure means decisions aren't just about profit; they must also consider their stated public benefit.

🗳️ The Proposals You're Voting On

Shareholders will vote on two main items at the meeting:

1. Proposal 1: Elect two directors. You'll vote for Suzanne S. Ginestro and David J. Lee to join the board.
2. Proposal 2: Ratify the auditor. You'll confirm the selection of Deloitte & Touche LLP as the independent accounting firm for 2026.

👉 The Board's Recommendation: They urge shareholders to vote "FOR" both proposals.

👥 Meet the Director Nominees

The board is putting forward two experienced candidates:

• Suzanne S. Ginestro (Age 53): Currently Chief Marketing Officer at Califia Farms, she brings over 25 years of marketing expertise in the food and beverage industry. Her skill in brand building is directly relevant to Zevia's growth.
• David J. Lee (Age 54): Currently COO & CFO of Webtoon, he has deep experience in operations, finance, and scaling consumer companies like Impossible Foods and AppHarvest.

👉 Why it matters: These nominees are chosen for skills in marketing and operations/finance—two critical areas for growing a beverage brand.

📊 Company Governance & Board Structure

Zevia's board has 7 members divided into three classes with staggered terms. This "classified board" structure makes it harder for shareholders to change the board quickly, but it's set to sunset (end) starting in 2027, moving to annual elections for all directors. The board oversees risk management, with committees for Audit, Compensation, and Nominating & Enterprise Risk Management.

💰 Director & Executive Pay

Non-employee directors are compensated for their service. In 2025, this included:

• An annual cash retainer of $60,000.
• An annual equity grant (RSUs) valued at approximately $100,000.
• Additional retainers for committee leadership roles (e.g., $20,000 for the Audit Committee Chair).

The detailed pay for named executive officers, including CEO Amy E. Taylor, is in a separate table in the filing.

⚖️ Key Policies & Practices

The company has several important governance policies:

• Majority Voting: Directors are elected only if they receive more "for" votes than "against" votes.
• Related Person Transaction Policy: A process to review and approve any potential conflicts of interest involving insiders.
• Stock Ownership Guidelines: Encourages directors and executives to own company stock to align their interests with shareholders.

💡 Why This Matters — The Big Picture

This filing is about accountability and stability. Shareholders are being asked to endorse the current board's direction and its choice of financial auditor. The company emphasizes its B Corp status and public benefit mission, which is central to its brand identity. The board's move to eventually sunset its classified structure is a response to modern governance trends favoring more shareholder input.

🧠 The Analogy

Attending this annual meeting is like going to a family-owned business's yearly planning session. You, as a shareholder, are a partial owner. The proxy statement is the agenda packet, telling you who is being nominated to help run the business (the directors), who will check the books (the auditor), and what the rules are. Your vote is your voice in approving the stewards of the family business.

🧩 Final Takeaway

This proxy statement is your guide to voting on Zevia's leadership and auditor. The board recommends re-electing two experienced directors and retaining Deloitte to ensure continuity and oversight for the specialty beverage company as it navigates the competitive market while adhering to its public benefit mission.