UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): June 10, 2026
REED’S, INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-32501 | 35-2177773 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
501 Merritt 7 PH Norwalk, Connecticut | 06851 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (800) 997-3337
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s)* | Name of each exchange on which registered | ||
| Common stock, $0.0001 par value per share | REED | NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 10, 2026, Reed’s, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Reed’s, Inc. 2026 Equity Incentive Plan (the “2026 Plan”), which was adopted by the Company’s Board of Directors, subject to stockholder approval, on March 31, 2026. The 2026 Plan became effective immediately upon stockholder approval at the Annual Meeting.
The material features of the 2026 Plan are described in the Company’s definitive proxy statement, filed with the U.S. Securities and Exchange Commission on April 29, 2026 (the “Proxy Statement”), which description is incorporated by reference herein. Additionally, the full text of the 2026 Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. The description of the 2026 Plan in the Proxy Statement and the foregoing disclosure under Item 5.02(e) of this Current Report on Form 8-K are qualified in their entirety by reference to the full text of the 2026 Plan.
Item 5.07 Submission of Matters to a Vote of Holders.
The following is a brief description of each matter voted upon at the Annual Meeting, as well as the number of votes cast for and against each matter, and if applicable, the number of abstentions and broker non-votes with respect to each matter. A more complete description of each matter is contained in the Proxy Statement.
| 1. | Election of Directors |
| Name | For | Withhold | Broker Non-Votes | |||||||||
| Shufen Deng | 7,069,234 | 5,595 | 1,035,603 | |||||||||
| Neal M. Cohane | 7,069,872 | 4,957 | 1,035,603 | |||||||||
| Michael C. Tu | 7,069,534 | 5,295 | 1,035,603 | |||||||||
| Sam Van | 7,069,370 | 5,459 | 1,035,603 | |||||||||
| Rudolf J. M. Bakker | 7,069,373 | 5,456 | 1,035,603 | |||||||||
Each of Shufen Deng, Neal M. Cohane, Michael C. Tu, Sam Van, and Rudolf J. M. Bakker were elected as directors to hold office until the Company’s 2027 annual meeting of stockholders and until their successors have been duly elected and qualified or such director’s earlier death, resignation or removal.
| 2. | Ratification of Selection of Independent Registered Public Accounting Firm |
| For | Against | Abstentions | |||||||
| 8,099,074 | 10,794 | 564 |
The Company’s stockholders ratified the appointment of Weinberg & Company P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| 3. | Approval of the 2026 Equity Incentive Plan |
| For | Against | Abstentions | Broker Non-Votes | ||||||||||
| 6,896,454 | 178,156 | 219 | 1,035,603 | ||||||||||
The Company’s stockholders approved the 2026 Plan.
| 2 |
| 4. | Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers |
| For | Against | Abstentions | Broker Non-Votes | ||||||||||
7,068,913 | 5,756 | 160 | 1,035,603 | ||||||||||
The Company’s stockholders passed the advisory vote on the compensation of the Company’s named executive officers.
| 5. | Non-Binding Advisory Vote on the Frequency of Stockholder Advisory Votes on the Compensation of the Company’s Named Executive Officers |
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | |||||||||||||
| 176,660 | 4,300 | 6,893,600 | 269 | 1,035,603 | |||||||||||||
The Company’s stockholders voted three years for the frequency of stockholder advisory votes on the compensation of the Company’s named executive officers. Consistent with these results, the Company’s Board of Directors determined that future stockholder advisory votes on named executive officer compensation will be held every three years until the next required advisory vote on the frequency of stockholder advisory votes on the compensation of the Company’s named executive officers.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | Description | |
| 10.1+ | Reed’s, Inc. 2026 Equity Incentive Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| + | Indicates management contract or compensatory plan. |
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SIGNATURES
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 thereunto duly authorized.
| Reed’s, Inc. | ||
| Date: June 11, 2026 | By: | /s/ Douglas W. McCurdy |
| Douglas W. McCurdy | ||
| Chief Financial Officer | ||
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