SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 26, 2010
CRAFT BREWERS ALLIANCE, INC.
(Exact Name of Registrant as Specified in Charter)
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Washington
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0-26542
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91-1141254
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(State or Other Jurisdiction
of Incorporation)
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(Commission file number)
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(I.R.S. Employer
Identification No.)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 26, 2010, Craft Brewers Alliance, Inc. (the “Company”), upon approval by its shareholders, adopted the 2010 Stock Incentive Plan (the “2010 Plan”). Under the 2010 Plan, awards may be granted to employees, officers and directors of the Company. The 2010 Plan is intended to enable the Company to (a) attract, retain and reward highly qualified officers and directors; (b) motivate these individuals to promote the Company’s long-term growth, profitability and success; and (c) provide incentives that are linked directly to increases in share value, which will also benefit the Company’s other shareholders. To this end, the 2010 Plan provides for the grant of stock options, restricted stock, restricted stock units, performance awards and stock appreciation rights. Any of these awards may, but need not, be made as performance incentives to reward attainment of annual or long-term performance goals. Stock options granted under the 2010 Plan may be non-qualified stock options or incentive stock options. The 2010 Plan provides for stock-based awards relating to up to 750,000 shares of common stock, subject to certain anti-dilution adjustments. With approval of the 2010 Plan, the Company will make no further stock-based grants under the Company’s 2002 Stock Option Plan or 2007 Stock Incentive Plan.
For a more detailed description of the material features of the 2010 Plan, please refer to the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 23, 2010 in connection with the Company's 2010 Annual Meeting of Shareholders (the "2010 Proxy Statement"), under the caption "Proposal 3 – Approve the 2010 Stock Incentive Plan.” The above description of the 2010 Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2010 Plan, which was attached as Appendix B to the 2010 Proxy Statement and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 26, 2010, the Company held its 2010 Annual Meeting of Shareholders. The following proposals were submitted to a vote: the election of seven directors to serve until the 2011 Annual Meeting of Shareholders and until their successors are elected and qualified; ratification of the appointment of Moss Adams LLP, as the Company’s independent registered public accounting firm for the year ended December 31, 2010, and to approve the 2010 Plan. These proposals were adopted by the votes specified below:
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Votes
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Votes
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Broker
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For
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Withheld
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Non-Votes
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1.
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Election of Directors
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Timothy P. Boyle
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11,703,833
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196,659
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2,836,429
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Andrew R. Goeler
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11,499,681
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196,659
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2,836,429
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Kevin R. Kelly
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11,761,095
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196,659
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2,836,429
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David R. Lord
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11,761,702
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196,659
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2,836,429
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John D. Rogers, Jr.
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11,762,752
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196,659
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2,836,429
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Anthony J. Short
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11,520,544
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196,659
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2,836,429
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Kurt R. Widmer
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11,703,710
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196,659
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2,836,429
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Votes
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Votes
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Broker
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For
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Against
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Abstained
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Non-Votes
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2.
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Ratification of the Appointment of Independent Registered
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Public Accounting Firm
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14,415,621
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224,633
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66,165
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-
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3.
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Approve the 2010 Stock Incentive Plan
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11,144,685
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520,580
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204,725
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2,836,429
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ITEM 9.01. Financial Statements and Exhibits