form8k.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  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 14, 2012
 
CRAFT BREW ALLIANCE, INC.
 
(Exact Name of Registrant as Specified in Charter)
 
Washington
0-26542
91-1141254
(State or Other Jurisdiction of Incorporation)
(Commission file number)
(I.R.S. Employer Identification No.)
 
929 North Russell Street
Portland, OR 97227-1733
 (Address of Principal Executive Offices, Zip Code)
 
(503) 331-7270
 (Registrant’s Telephone Number, Including Area Code)
 
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):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 

Item 5.07
Submission of Matters to a Vote of Security Holders.

(a)
Craft Brew Alliance’s Annual Meeting of Shareholders was held on May 14, 2012 (the “Meeting”).
 
(b)
Four matters, which are more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission, were submitted to a vote at the Meeting:
 
 
1.
To elect eight directors;
 
 
2.
To ratify the selection of Moss Adams LLP as the Company’s independent registered public accounting firm for 2012;
 
 
3.
To approve, by non-binding vote, the Company's named executive officer compensation; and
 
 
4.
To recommend, by non-binding vote, the frequency of future advisory votes on named executive officer compensation.
 
At the Meeting, 16,221,463 shares of common stock were represented in person or by proxy, which constituted 86.08 percent of the 18,844,817 shares outstanding and entitled to vote at the Meeting as of March 15, 2012, the record date for the Meeting, and a quorum. Each share was entitled to one vote at the Meeting.

1.
Election of Directors. The following directors were elected at the Meeting by the votes cast as follows:
 
Nominee
  
For
    
Withheld
    
Broker Non-votes
  
Timothy P. Boyle
     11,625,992       130,689       4,621,977  
Marc J. Cramer
     11,650,075       130,689       4,621,977  
E. Donald Johnson, Jr.
     11,648,775       130,689       4,621,977  
Kevin R. Kelly
     11,650,065       130,689       4,621,977  
Thomas D. Larson
     11,648,938       130,689       4,621,977  
David R. Lord
     11,649,850       130,689       4,621,977  
John D. Rogers, Jr.
     11,649,635       130,689       4,621,977  
Kurt R. Widmer
     11,670,374       130,689       4,621,977  
 
2.
Ratification of Auditors. The proposal to ratify the selection of Moss Adams LLP as the Company’s independent registered public accounting firm for 2012 was approved by the following vote:

For
  
Against
  
Abstentions
16,119,524
  
52,941
  
48,998
 
 
2
 
 
3.
Say on Pay. The proposal to approve, by non-binding vote, the Company’s named executive officer compensation, as recommended by management, passed by the following vote:

For
  
Against
  
Abstentions
  
Broker Non-votes
11,146,304
  
402,192
  
50,910
  
4,621,977

4.
Frequency of Say on Pay Vote. The proposal to select, by non-binding vote, the frequency of future advisory votes on the Company’s named executive officer compensation received the following votes:

One Year
  
Two Years
  
Three Years
  
Abstentions
  
Broker Non-votes
10,875,496
  
35,622
  
639,266
  
49,102
  
4,621,977
 
A majority of the votes cast by shareholders voted, on an advisory basis, to hold an advisory vote to approve the Company's named executive officer compensation annually. The Company has determined that, as recommended by the Company's board of directors and approved by the shareholders, an advisory vote by the shareholders on named executive officer compensation will be held annually until the next required advisory vote on the frequency of shareholder votes on executive compensation is held.
 
 
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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.
 
  CRAFT BREW ALLIANCE, INC.
     
Dated:  May 18, 2012
By:
/s/ Joseph K. O’Brien
   
Joseph K. O’Brien
   
Controller and Chief Accounting Officer
 
 
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