COFFEE HOLDING CO INC 8-K

What Happened Coffee Holding Co., Inc. (record date Oct 17, 2025) held its Annual Meeting of Stockholders on December 16, 2025. Of 5,708,599 shares outstanding and entitled to vote, about 53.9% were present in person or by proxy, establishing a quorum. Shareholders elected two directors, ratified the company’s independent auditor, rejected the advisory "say-on-pay" vote, and chose annual advisory votes on executive compensation.

Key Details

• Shares outstanding (record date): 5,708,599; quorum: ~53.9% present.
• Director elections (three-year terms):
  • Gerard DeCapua — For: 2,065,244.89; Withhold: 632,410.02; Broker non-votes: 382,058.00
  • George F. Thomas — For: 2,114,452.89; Withhold: 583,202.02; Broker non-votes: 382,058.00
• Auditor ratification: CBIZ CPAs P.C. approved — For: 3,064,009.89; Against: 11,278.00; Abstentions: 4,425.02
• Advisory votes:
  • Say-on-Pay (executive compensation) — Not approved: For 1,024,312.56; Against 1,640,696.26; Abstentions 32,646.10; Broker non-votes 382,058.00
  • Say-on-Frequency — Stockholders selected a 1-year frequency: 1 Year 938,295.98; 2 Years 10,727.34; 3 Years 119,762.41; Abstentions 1,628,869.18; Broker non-votes 382,058.00

Why It Matters

• The board slate and auditor were approved, so current governance and external audit arrangements remain in place.
• The rejection of the advisory say-on-pay vote signals meaningful shareholder dissatisfaction with executive compensation; although advisory and non-binding, it typically prompts management and the board to review pay practices and engage with investors.
• The vote for annual say-on-pay votes means shareholders will be asked to vote on executive compensation every year going forward. Investors should watch for any follow-up disclosures or changes to the company’s compensation policies or shareholder engagement in subsequent filings.