Reed's Inc

This management proposal asks shareholders to approve a new 2026 Equity Incentive Plan that would be the successor to prior equity plans and authorize up to 1,300,000 shares for issuance (subject to customary adjustments) plus an annual automatic increase equal to 5% of outstanding shares each year for ten years unless the Board acts to reduce the increase. Management states the plan is intended to permit grants of incentive stock options, nonstatutory options, SARs, restricted stock and RSUs, performance awards and other equity-based awards to employees, directors and consultants to attract, retain and motivate talent and to align employee interests with shareholders. The plan contains a number of governance protections emphasized by management, including prohibition on discounted options or SARs, a cap on non-employee director compensation, clawback/recoupment provisions, a non-liberal change-in-control definition, and a requirement that material amendments receive shareholder approval. Management frames the 2026 Plan as necessary because without it the company would have insufficient shares to continue awarding equity under the previous 2020 Plan, threatening its ability to deliver long-term incentives; if approved the 2026 Plan will take effect and no further awards will be made under the 2020 Plan. From a governance and financial perspective the plan will dilute existing holders up to the authorized reserve and the automatic annual increases, so investors should weigh the benefit of retention and alignment against potential dilution and burn rate; the filing discloses historical burn rates and current outstanding option volumes to provide context. The Board’s recommendation in favor is grounded in competitive market practice for beverage companies, the Company’s need to continue offering equity incentives, and the inclusion of features intended to protect stockholders. Operationally, the plan delegates grant authority to the Board and Compensation Committee, allows repricing only with participant consent, and describes typical post-termination and change-in-control mechanics; it also contemplates filing an S-8 if approved. In sum, the proposal is a management-driven request to refresh the company’s long-term incentive vehicle with specified share capacity and corporate governance safeguards; approval enables ongoing equity compensation, while rejection would leave the company relying on existing, more limited plans.

This is a non-binding advisory 'say-on-pay' proposal in which management asks shareholders to endorse the compensation disclosed for the Named Executive Officers. The vote does not change contracts or create enforceable rights, but the Board and Compensation Committee state they will review the voting outcome and consider it in future pay decisions; management recommends a 'For' vote. The proxy provides compensation context: a mix of base salary, discretionary cash bonuses, and equity incentives, and describes recent executive transitions (CEO changes and separations) and severance/transition arrangements that affected 2024–2025 pay outcomes. For investors assessing the proposal, material points include whether pay is aligned with performance (the proxy includes 'Pay Versus Performance' disclosure and detailed employment arrangements), whether equity practices and clawback policies mitigate excessive risk-taking, and how turnover and special separation payments (e.g., transition/separation agreements) affect normalization of pay. Because the vote is advisory, a negative result would not nullify past payments but would signal shareholder dissatisfaction and likely prompt engagement or adjustments to future compensation design. The Board’s recommendation rests on the view that the components and levels of pay are reasonable for the company’s size and strategic needs and that equity awards appropriately align management incentives with stockholder interests. In short, this proposal asks for shareowner advisory approval of historical and disclosed executive pay; it is non-binding but influential on future compensation decisions and governance oversight.

This management proposal asks shareholders, on a non-binding advisory basis, to select the frequency—one, two, or three years—at which future say-on-pay votes should occur; the Board recommends 'Three Years.' The rationale offered by the Board is that a triennial schedule better aligns compensation evaluation with multi-year strategic and performance cycles and reduces administrative burden and short-term pressure on executive decision-making. The advisory vote is non-binding, so the Board retains discretion, but the Compensation Committee has committed to carefully consider the outcome when determining the cadence of future advisory votes. From an investor analysis perspective, a 'Three Years' result favors giving management a longer horizon to execute strategy before facing a public re-approval of pay design, whereas shareholders preferring more frequent votes may argue that annual or biennial votes improve accountability and responsiveness to changing governance norms. The filing notes that if no frequency receives a majority, the option with the highest affirmative votes will be considered the preferred frequency, which can create interpretive considerations if the vote is fragmented. The Board’s recommendation for three years is consistent with a long-term alignment argument, but investors should evaluate whether management’s governance track record and compensation responsiveness justify less frequent advisory input. Overall, the proposal is a governance-level advisory question about shareholder engagement cadence rather than a substantive change to compensation terms.