National Beverage Corp

1. 1

   Election of Class III Director

   ManagementBoard: FOR

   Elect Nick A. Caporella to serve as the Class III director for a three-year term expiring at the 2029 annual meeting.

2. 2

   Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the overall compensation of the Company’s executive officers and the compensation philosophy, policies and practices described in the proxy statement.

   More detail

   The proposal asks shareholders to approve, on a non-binding advisory basis, the overall compensation of National Beverage’s executive officers. It is presented under Section 951 of the Dodd-Frank Act and is intended to satisfy the required shareholder advisory vote rather than approve a specific compensation item. The Board states that the vote concerns the aggregate compensation program and the related philosophy, policies and practices described in the proxy statement. Management’s stated objectives are to attract, motivate, develop and retain high-quality executives and to provide competitive total compensation tied to Company and individual performance. The program includes base salary, discretionary annual cash bonuses, stock-option-based long-term incentives, and retirement, health and other benefits. The Company emphasizes that its equity programs are intended to align executives with shareholders through ownership, vesting requirements and long-term value creation. The proxy notes that Nick A. Caporella and George R. Bracken are compensated through Corporate Management Advisors, Inc., with the fee paid to CMA reported in the executive compensation disclosures as requested by the SEC. The Company also reports that shareholders approved executive compensation on an advisory basis by 80% of votes cast at the 2023 annual meeting and that advisory votes occur every three years. Although the Board says the vote is unnecessary in light of the Company’s ownership structure and compensation philosophy, it encourages shareholders to vote and recommends approval. The proposal will pass if approved by a majority of shares present in person or by proxy and entitled to vote.

3. 3

   Other Business Properly Brought Before the Meeting

   Management

   Authorize the proxy holders to use their discretion to vote on any other business that may properly come before the annual meeting.

   More detail

   The notice includes a standard catch-all item covering any other business that may properly come before the annual meeting. The Board states that it does not currently intend to present matters other than those described in the notice. It also says that it does not know of any business that persons other than the Board intend to present. If another matter requiring shareholder action arises, the proxy authorizes the designated proxy holders to vote the represented shares in accordance with their best judgment. This item is not a substantive proposal with a defined operative resolution or stated voting recommendation. Its purpose is to preserve discretionary proxy authority for unforeseen matters that are properly brought before the meeting. The proxy statement explains that the Board’s discretionary authority applies to any such other matter. No shareholder proponent is identified. Because no specific issue is presented, the Board does not recommend a “for” or “against” vote. The item is therefore best understood as procedural authority rather than a planned policy, governance or compensation action.

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When is the National Beverage Corp 2026 annual meeting?

National Beverage Corp (FIZZ) holds its 2026 annual shareholder meeting on Friday, October 2, 2026.

What is the record date for the National Beverage Corp 2026 meeting?

The record date for the National Beverage Corp 2026 meeting is Monday, August 17, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for National Beverage Corp's 2026 meeting?

The board is presenting 1 director nominee at the National Beverage Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the National Beverage Corp 2026 meeting?

Shareholders will vote on 3 proposals at the National Beverage Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.