(b) On December 16, 2016, Thomas D. Larson submitted his written resignation from the Board of Directors (the “Board”) of Craft Brew Alliance, Inc. (the “Company”), effective as of 11:59 p.m. on December 31, 2016. Mr. Larson had been designated by Anheuser-Busch, LLC (“A-B”) to serve on the Board to Section 2.1(p) of that certain Amended and Restated Exchange and Recapitalization Agreement dated May 1, 2011, as amended by Amendment No. 1 dated August 23, 2016 (the “Exchange Agreement”), which gives A-B the right to designate up to two individuals to serve on the Board.
(d) Upon the effectiveness of Mr. Larson’s resignation, there will be two vacancies on the Board, and no A-B designated individuals will be serving on the Board. to Section 2.1(p) of the Exchange Agreement, A-B has designated Nickolas A. Mills and Michael R. Taylor to serve on the Board. On December 21, 2016, the Board elected Messrs. Mills and Taylor to fill the two vacant Board positions, effective as of 12:01 a.m. on January 1, 2017, to a term that will expire at the 2017 Annual Meeting of Shareholders, subject to any required regulatory approval from the Alcohol and Tobacco Tax and Trade Bureau and various state liquor control regulatory authorities.
Nickolas A. Mills currently serves as a Vice President for The High End at A-B. His professional career at A-B includes the roles of Senior Brewmaster and Senior General Manager at Baldwinsville Brewery.
Michael R. Taylor serves as a Vice President for the North America Zone of A-B, where he has been responsible for business development and partnerships for the U.S. and Canadian business units since December 2010. Since joining A-B in 2004, Mr. Taylor has held various roles in finance and real estate.
Messrs. Mills and Taylor will receive compensation for their services on the Board consistent with the Company’s standard practices for non-employee directors, as described in Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, filed on March 2, 2016, which description is incorporated herein by reference.
As Messrs. Mills and Taylor are employees of A-B and were designated by A-B, the Board has determined that neither is an “independent director” under NASDAQ Listing Rule 5605(a)(2).
There are no transactions in which Messrs. Mills and Taylor have an interest requiring disclosure under Item 404(a) of Regulation S-K. There are no family relationships between either Mr. Mills or Mr. Taylor and any other executive officer or director of the Company. Other than the compensation arrangements described above, there is no arrangement or understanding between either Mr. Mills or Mr. Taylor and any other persons or entities to which either Mr. Mills or Mr. Taylor was appointed as a director of the Company.
About CRAFT BREW ALLIANCE, INC. (NASDAQ:BREW) Craft Brew Alliance, Inc. is a craft brewing company that is engaged in brewing, branding and bringing to market American craft beers. The Company operates through two segments: Beer Related operations, which include the brewing operations and related domestic and international beer and cider sales of its Kona, Widmer Brothers, Redhook and Omission beer brands, and Square Mile cider brand, and Pubs operations, which include its approximately five pubs, over four of which are located adjacent to its Beer Related operations, as well as other merchandise sales, and sales of its beers directly to customers. The Company’s portfolio of brands includes the Kona Brewing Company, Widmer Brothers Brewing, Redhook Brewery, Omission Beer and Square Mile Cider Company brand families, along with partner brands Appalachian Mountain Brewery, Cisco Brewers and Resignation Brewery. Its brews its beers using hops, malted barley, wheat, rye and other natural traditional and nontraditional ingredients.
CRAFT BREW ALLIANCE, INC. (NASDAQ:BREW) Recent Trading Information CRAFT BREW ALLIANCE, INC. (NASDAQ:BREW) closed its last trading session up +0.90 at 17.10 with 2,937 shares trading hands.
