UNITED STATES


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): February 11, 2014


The Boston Beer Company, Inc.

(Exact name of registrant as specified in its charter)


Massachusetts
(State or other jurisdiction
of incorporation)

001-14092
(Commission
File Number)

04-3284048
(IRS Employer
Identification No.)

 

 

 

One Design Center Place, Boston, MA
(Address of principal executive offices)

02210
(Zip Code)


Registrant's telephone number, including area code (617) 368-5000


Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):


[  ]

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))




Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


At its meeting on February 11, 2014, the Compensation Committee of the Company’s Board of Directors approved payment of bonuses earned in 2013 and set the 2014 base salaries for the Company’s Chief Executive Officer, Martin F. Roper, its Chairman, C. James Koch, and other named executive officers of the Company.


Bonuses for 2013 Performance


The Committee approved the following bonuses for the Chief Executive Officer, the Chairman, and the other named executive officers of the Company, based on the Committee’s assessment of their respective achievement against the 2013 performance targets and overall performance of the Company previously set by the Committee:


Name

Title

Bonus

Awarded

Percent of Potential
Bonus Awarded

Martin F. Roper

President and CEO

$769,600

72.2%

C. James Koch

Chairman

$316,000

80.0%

William F. Urich

Treasurer and CFO

$199,861

98.0%

John C. Geist

Vice President of Sales

$187,500 (1)

93.8% (1)

Thomas W. Lance

Vice President of Operations

$146,040 (2)

81.6% (2)


(1) Mr. Geist achieved 81.25% (or $162,500) of his 2013 bonus potential approved by the Compensation Committee in December 2012. The Compensation Committee also awarded Mr. Geist a discretionary bonus of $25,000 in recognition of his achievements throughout the year.


(2) Mr. Lance achieved 80% (or $143,200) of his 2013 bonus potential approved by the Compensation Committee in December 2012. The Compensation Committee also deducted $7,160 due to brewery processing errors and awarded Mr. Lance a discretionary bonus of $10,000 in recognition of his achievements throughout the year.


Salaries for 2014


The Committee approved base salaries for the Chief Executive Officer, the Chairman, and the other named executive officers of the Company as follows:



Name


Title

Base Salary

for 2014

Percent

Increase

Martin F. Roper

President and CEO

$764,000

3.2%

C. James Koch

Chairman

$395,000

0.0%

William F. Urich

Treasurer and CFO

$428,000

4.9%

John C. Geist

Vice President of Sales

$428,000

7.0%

Thomas W. Lance

Vice President of Operations

$367,000

2.5%



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Item 8.01.

Other Events.


The Board of Directors of the Company, at its February 12, 2014 meeting and acting on the recommendation of the Compensation Committee, adopted a new compensation schedule for non-management Directors, effective as of the 2014 Annual Meeting. A summary of the elements of compensation for non-management Directors is set forth below:


Applies to

Payment For

Compensation*

 

 

 

All Non-Management Directors

One-time Award, upon first-time election to the Board

Option for shares of Class A Common Stock valued at $115,000 as of the date of grant

 

 

 

All Non-Management Directors

Annual Award

Option for shares of Class A Common Stock valued at $115,000 as of the date of grant

 

 

 

All Non-Management Directors

Annual Retainer

$30,000

 

 

 

Lead Director

Annual Retainer

$10,000

 

 

 

Chair, Audit Committee

Annual Retainer

$15,000

 

 

 

Chair, Compensation Committee

Annual Retainer

$10,000

 

 

 

Chair, Nominating/

Governance Committee

Annual Retainer

$9,000

 

 

 

Members of Audit Committee (other
than Chair)

Annual Retainer

$10,000

 

 

 

Members of Other Standing Committees (other than Chair)

Annual Retainer

$2,000


* Pro-rated if elected or appointed other than at the Annual Meeting.



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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 hereunto duly authorized.


 

The Boston Beer Company, Inc.
(Registrant)

 

 

Date: February 14, 2014

      /s/ William F. Urich      

 

William F. Urich

 

Chief Financial Officer

 

(Signature)*

 

 


*Print name and title of the signing officer under his signature.



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