WILLAMETTE VALLEY VINEYARDS INC
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment
No. )
Filed
by the Registrant ☒
Filed
by a party other than the Registrant ☐
Check
the appropriate box:
☐
Preliminary Proxy Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
☒
Definitive Proxy Statement
☐
Definitive Additional Materials
☐
Soliciting Material under § 240.14a-12
Willamette
Valley Vineyards, Inc.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment
of Filing Fee (Check the appropriate box):
☒
No fee required
☐
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11
(1)
Title of each class of securities to which transaction
applies:
(2)
Aggregate number of securities to which transaction
applies:
(3) Per
unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was
determined):
(4)
Proposed maximum aggregate value of transaction:
(5)
Total fee paid:
☐
Fee paid previously with preliminary materials.
☐
Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
(1)
Amount Previously Paid:
(2)
Form, Schedule or Registration Statement No.:
(3)
Filing Party:
(4)
Date Filed:
Notice of the Annual Meeting of Stockholders
Dear
Shareholders,
You are
cordially invited to the 2018 Annual Meeting of Shareholders
(“Annual Meeting”) of Willamette Valley Vineyards,
Inc., which will be held at our winery at 8800 Enchanted Way S.E.,
Turner, Oregon 97392, on Sunday, July 15, 2018, beginning at 1:00
p.m., local time. The Annual Meeting will be held for the following
purposes:
1.
To consider and
vote upon a proposal to elect two members to our Board of Directors
with terms ending at the annual meeting in 2021;
2.
To ratify the
appointment by the Board of Directors of Moss Adams LLP as the
independent registered public accounting firm of the Company for
the year ending December 31, 2018; and
3.
To transact such
other business as may properly come before the meeting or any
postponements or adjournments of the meeting.
The
foregoing items of business are more fully described in the proxy
statement (the “Proxy Statement”) that accompanies this
Notice.
Our
Board of Directors fixed
May 15,
2018
as the record date for the determination of
shareholders entitled to notice of and to vote at the Annual
Meeting and any postponements or adjournments of the meeting, and
only shareholders of record at the close of business on that date
are entitled to this notice and to vote at the Annual Meeting. A
list of shareholders entitled to vote at the Annual Meeting will be
available at the meeting and at our offices for ten days prior to
the meeting.
We hope
that you will use this opportunity to take an active part in our
affairs by voting on the business to come before the Annual
Meeting, either by executing and returning the enclosed proxy
ballot or by casting your vote in person at the meeting. An
electronic version of the 2018 Proxy and Annual Report is available
at this web address:
wvv.com/annualmeeting
. Whether
or not you plan to attend in person, please sign, date and return
your Proxy using one of the methods outlined in the Proxy Statement
– internet, regular mail, or telephone. The prompt return of
your proxy card will assist us in preparing for the Annual Meeting.
If you receive more than one proxy card because you own shares
registered in different names or addresses, each proxy card should
be completed and returned.
BY
ORDER OF THE BOARD OF DIRECTORS
/s/ Jim
Bernau
Jim
Bernau
President
and Chairperson of the
Board
of Directors
Turner, Oregon
May 23, 2018
PROXY STATEMENT
for the
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 15,
2018
1.
INTRODUCTION
1.1
General
This
proxy statement (the “Proxy Statement”) and the
accompanying proxy ballot are being furnished to the shareholders
of Willamette Valley Vineyards, Inc., an Oregon corporation (the
“Company”), as part of the solicitation of proxies by
the Company’s Board of Directors (the “Board” or
the “Board of Directors”) from shareholders of record
of outstanding shares of the Company’s common stock, no par
value (the “Common Stock”) on May 15, 2018, for use in
voting at the Company’s Annual Meeting of Shareholders to be
held on July 15, 2018 at 1:00 PM at Willamette Valley Vineyards,
8800 Enchanted Way SE, Turner, Oregon 97392 and at any adjournments
or postponements thereof (the “Annual
Meeting”).
Important Notice Regarding the Availability of Proxy
Materials
for the Shareholder Meeting to be Held on July 15,
2018
Pursuant
to rules of the Securities and Exchange Commission (the
“SEC”), we have elected to provide internet access to
our proxy statement and annual report rather than distributing
hardcopies of the meeting materials. This reduces postage, printing
expense and paper waste and is part of our efforts to eliminate
unnecessary expenses and conserve the environment. This Proxy
Statement is available at
wvv.com
by clicking on the
“Investor Relations” tab or
wvv.com/annualmeeting
. In
accordance with SEC rules, our proxy materials posted on our
website under the “Investor Relations” tab do not
contain any cookies or other tracking features.
At the
Annual Meeting, shareholders will be asked to consider and vote
upon the following:
(i)
To elect two
members of the Board of Directors with terms ending at the annual
meeting in 2021;
(ii)
To ratify the
appointment by the Board of Directors of Moss Adams LLP as the
independent registered public accounting firm of the Company for
the year ending December 31, 2018; and
(iii)
To transact such
other business as may properly come before the meeting or any
adjournments thereof.
The
Important Notice Regarding the Availability of Proxy Materials for
the Shareholder Meeting (the “Notice of Internet
Availability”), which contains information as to how
shareholders can access this Proxy Statement and a proxy ballot ,
is first being mailed to the Company’s shareholders on or
about May 23, 2018.
Your
vote is important. Accordingly, whether or not you plan to attend
the Annual Meeting, please sign and return the proxy ballot as soon
as possible. Shares can be voted at the Annual Meeting only if the
holder is present in person or by proxy. If you receive more than
one proxy card because your shares are registered in different
names or at different addresses, please sign and return each such
proxy so that all your shares will be represented at the Annual
Meeting.
1.2
Solicitation,
Voting and Revocability of Proxies
The
Board of Directors has fixed the close of business on May 15, 2018
as the record date for the determination of the shareholders
entitled to notice of and to vote at the Annual Meeting.
Accordingly, only holders of record of Common Stock at the close of
business on such date will be entitled to vote at the Annual
Meeting, with each such share entitling its owner to one vote on
all matters properly presented at the Annual Meeting.
On the record date, there were 2,247
registered holders holding 4,964,529 shares of Common Stock. The
presence, in person or by proxy, of a majority of the total number
of outstanding shares of Common Stock entitled to vote at the
Annual Meeting is necessary to constitute a quorum at the Annual
Meeting.
Shareholders
can vote on matters that properly come before the Annual Meeting in
one of four ways:
Voting by mail:
Shareholders
may vote by marking, signing and dating the proxy card and mailing
it in the enclosed, prepaid and addressed envelope or otherwise
mailing it to the Company at our mailing address on the cover page
of this Proxy Statement prior to the Annual Meeting.
Voting in person at the meeting.
Shareholders
may also vote in person at the meeting. However, shareholders who
hold their shares in street name (in the name of a bank or some
other nominee), must request and receive a legal proxy from the
record owner prior to the meeting in order to vote at the
meeting.
Voting on the Internet.
Shareholders
may vote their shares of Common Stock by going to
otrtransfer.com
select the menu option O-Link and follow the instructions.
Shareholders should have their proxy card in hand when accessing
the website.
Voting by Telephone.
Shareholders
may vote by calling the toll-free number listed on the proxy card
from any touch-tone telephone and following the instructions.
Shareholders should have your proxy card in hand when
calling.
Shareholders,
who own their shares through a brokerage account or in other
nominee form, should follow the instructions received from the
record holder to see which voting methods are
available.
Each
enclosed proxy gives discretionary authority to the persons named
therein with respect to any amendments or modifications of the
Company proposals and any other matters that may be properly
proposed at the Annual Meeting. The shares represented by all valid
unrevoked proxies returned in time to be voted at the Annual
Meeting will be voted in accordance with the instructions marked
therein.
EXECUTED BUT
UNMARKED PROXIES WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS
NAMED IN THE PROXY AND FOR THE RATIFICATION OF THE COMPANY’S
AUDITORS. If any other matter(s) properly comes before the Annual
Meeting, the proxies solicited hereby will be exercised in
accordance with the reasonable judgment of the proxy holders named
therein. If the meeting is adjourned or postponed, your shares will
be voted by the proxy holders on the new meeting date as well,
unless you have revoked your proxy instructions before that date.
Under Oregon law, shareholders are not entitled to
dissenters’ rights with respect to any of the proposals set
forth in this Proxy Statement.
The
presence of a shareholder at the Annual Meeting will not
automatically revoke such shareholder's proxy. A shareholder may,
however, revoke a proxy at any time prior to its exercise by filing
a written notice of revocation with, or by delivering a duly
executed proxy bearing a later date to: Company Secretary,
Willamette Valley Vineyards, Inc., 8800 Enchanted Way S.E., Turner,
Oregon 97392, or by attending the Annual Meeting and voting in
person. Attending the Annual Meeting in and of itself will not
revoke previously given proxies. In order to be effective, all
revocations and later-filed proxies not delivered in person at the
Annual Meeting must be delivered to the Company at the address
listed above not later than 5:00 p.m. local time, on Friday, July
13, 2018. A shareholder who attends the meeting need not revoke a
previously executed proxy and vote in person unless the shareholder
wishes to do so. All valid, unrevoked proxies will be voted at the
Annual Meeting.
A proxy
marked as abstaining will be treated as present for the purpose of
determining whether there is a quorum for the Annual Meeting but
will not be counted as voting on any matter as to which abstinence
is indicated. If a quorum exists, directors are elected by a
plurality of the votes cast by the shares entitled to vote, while
action on a matter other than the election of directors is approved
if the votes cast by the shares entitled to vote favoring the
action exceed the votes cast opposing the action. Consequently,
assuming the presence of a quorum, abstentions will not affect the
results of the matters to be affected at the Annual
Meeting.
A
Broker "non vote," which occurs when a broker or other nominee
holder, such as a bank, submits a proxy representing shares that
another person actually owns, and that person has not given voting
instructions on a non-routine matter or matters to the broker or
other nominee holder, will be treated as present for purposes of
determining whether there is a quorum for the Annual Meeting.
Pursuant to applicable regulations if a shareholder does not give
voting instructions to his/her broker, such broker will not be
permitted to vote the shareholder’s shares of Common Stock
with respect to Proposal 1 described in this Proxy Statement. We
expect that banks and brokers will be allowed to exercise
discretionary authority for beneficial owners who have not provided
voting instructions with respect to the vote to ratify the
Company’s selected independent registered public accounting
firm in Proposal 2.
The
Company will pay the cost of its proxy solicitation. In addition to
the use of the mails, proxies may be solicited personally, by
telephone or by email by directors, officers and employees of the
Company, who will not be specially compensated for such activities.
Your cooperation in promptly completing and returning the enclosed
proxy to vote your shares of Common Stock will help to avoid
additional expense.
If you
are a shareholder of record and you plan to attend the Annual
Meeting, please indicate this when you vote. If you are a
beneficial owner of shares of Common Stock held by a bank, broker
or other nominee, you will need proof of ownership to be admitted
to the Annual Meeting. A recent brokerage statement or letter from
the bank, broker, or other nominee, are examples of proof of
ownership. If you want to vote in person your shares of
Company’s Common Stock held in street name, you will have to
obtain a proxy, executed in your favor, from the holder of record.
You may be asked to provide proof of identification to gain entry
to the Annual Meeting.
1.3
Directors
and Executive Officers
The
following table sets forth the names of each of our executive
officers
,
each of the
members of the Board of Directors, and each such person’s
position with the Company and age.
Our bylaws permit our Board of
Directors to establish by resolution the authorized number of
directors, which shall be between two and 11 directors. The Board
is currently comprised of eight members. Two current directors,
Craig Smith and Stan Turel, are nominees for election as a director
at the Annual Meeting.
Director Betty O’Brien has
decided to retire from the Board and will not be seeking
reelection. Following the annual meeting the Board will be
comprised of seven members.
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Name
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Position(s)
with the Company
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Age
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Number
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Ends
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James
W. Bernau (3)
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Chairperson
of the Board,
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64
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I
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2020
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President
and Director
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Craig
Smith (2)(3)(4)
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Secretary
and Director
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71
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II
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2018
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Richard
F. Goward Jr.
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Chief
Financial Officer
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63
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NA
|
NA
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James
L. Ellis (3)
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Director
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73
|
III
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2019
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Sean
M. Cary (2)
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Director
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45
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I
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2020
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Christopher
Sarles (1)(4)
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Director
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53
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I
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2020
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Betty
M. O’Brien (1)
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|
Director
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75
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II
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2018
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Stan
G. Turel (1)(2)(3)(4)
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|
Director
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70
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II
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2018
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Heather
Westing (4)
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Director
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59
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III
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2019
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(1) Member of the Compensation Committee
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(2) Member of the Audit Committee
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(3) Member of the Executive Committee
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(4) Member of the Capital Development Committee
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All
directors hold office until the end of their term’s
respective annual meeting of shareholders or until their successors
have been elected and qualified. The Board is divided into three
groups (I, II, and III).
Each
director shall serve for a term ending on the date of the third
annual meeting following the annual meeting at which such director
was elected.
Except for Mr. Goward’s stepdaughter who is married to Mr.
Smith’s son, there are no family relationships among any of
our current directors or executive officers.
Executive
officers are appointed by the Board of Directors and serve at the
pleasure of the Board of Directors. Set forth below is additional
information as to each director and executive officer of the
Company.
James W. Bernau
– Mr. Bernau has been President and
Chief Executive Officer of the Company and Chairperson of the Board
of Directors of the Company since its inception in May 1988. Mr.
Bernau, an Oregon winegrower, originally established Willamette
Valley Vineyards as a sole proprietorship in 1983, and he
co-founded the Company in 1988 with Salem grape grower, Donald
Voorhies. From 1981 to September 1989, Mr. Bernau was Director of
the Oregon Chapter of the National Federation of Independent
Businesses (“NFIB”), an association of 15,000
independent businesses in Oregon. Mr. Bernau has served as the
President of the Oregon Winegrowers Association and the Treasurer
of the association’s Political Action Committee (PAC) and
Chair of the Promotions Committee of the Oregon Wine Advisory
Board, the State of Oregon’s agency dedicated to the
development of the industry. In March 2005, Mr. Bernau received the
industry’s Founder’s Award for his service. Mr.
Bernau’s qualifications to serve on the Company’s Board
of Directors include his more than 30 years of leadership of the
Company and his industry experience and contacts.
Craig Smith
, MBA, JD – Mr. Smith has served as a
director since October 2007 and as Secretary since 2009. For over
20 years Mr. Smith served as the Vice President/Chief Financial
Officer of Chemeketa Community College in Salem, Oregon. He was an
Adjunct Professor at the Atkinson Graduate School of Management at
Willamette University, as well as Managing Partner of Faler, Grove,
Mueller & Smith, a large local CPA firm. He has served on many
State of Oregon commissions and as the Board Chairperson for many
of the local non-profit and educational institutions including the
Salem Keizer School Board, Chemeketa Community College Board of
Education, Oregon State Fair Council, State Fair Dismissal Appeals
Board, Mid-Willamette Valley Council of Governments, Oregon School
Boards Association and the United Way. Mr. Smith is a member of the
Oregon State Bar and a retired Certified Public Accountant. Mr.
Smith’s qualifications to serve on the Company’s Board
of Directors include his financial and accounting
experience.
Richard F. Goward Jr., CPA, CMA, MBA –
Mr. Goward has
been the Company’s Chief Financial Officer since May of 2013.
Prior to being appointed, Mr. Goward served as Chief Financial
Officer for Oregon’s largest city, the City of Portland, a
position he retired from after serving from April 2010 to May 2013.
From June 1997 to April 2010, Mr. Goward served as Chief Financial
Officer at Salem-Keizer Public Schools, the second largest school
district in the State of Oregon. From November 1986 to June 1997,
Mr. Goward worked at Chemeketa Community College as manager of the
Business Office and Director of Auxiliary Services. Mr. Goward has
also worked as a partner in Faler, Grove, Mueller & Smith CPAs,
has 26 years of experience as an officer in the United States Navy
and Navy Reserve; retiring at the rank of Captain, for 20 years was
an Adjunct Professor in Accounting at Willamette University’s
Atkinson Graduate School of Management and has served on many
community boards and committees. Mr. Goward is licensed as a CPA in
the State of Oregon and is a Certified Management Accountant. He
holds a Bachelor of Science Degree in Business from Oregon State
University and a Masters in Business Administration from Willamette
University.
James L. Ellis
– Mr. Ellis has served as a director
since July 1991. Mr. Ellis retired from full time duties with the
Company in July of 2009. He currently serves as the Company’s
ombudsman and works part-time on selected projects. Mr. Ellis
previously served as the Company’s Director of Human
Resources from 1993 to 2009. He was the Company’s Secretary
from 1997 to 2009, and Vice President /Corporate from 1998 to 2009.
From 1990 to 1992, Mr. Ellis was a partner in Kenneth L. Fisher,
Ph.D. & Associates, a management-consulting firm. From 1980 to
1990, Mr. Ellis was Vice President and General Manager of R.A.
Kevane & Associates, a Pacific Northwest personnel-consulting
firm. From 1962 to 1979, Mr. Ellis was a member of and
administrator for the Christian Brothers of California, owner of
Mont La Salle Vineyards and producer of Christian Brothers wines
and brandy. Mr. Ellis’ qualifications to serve on the
Company’s Board of Directors include his prior experience as
a member of the Company’s senior management, as well as more
than 40 years of business experience.
Sean M. Cary
–
Mr. Cary has served as a director since July 2007. Mr. Cary is the
Chief Financial Officer of Pacific Excavation, Inc., a Eugene,
Oregon based heavy and civil engineering contractor. Previously,
Mr. Cary served as the CFO of CBT Nuggets, LLC, the Corporate
Controller of National Warranty Corporation, the CFO of Cascade
Structural Laminators and prior to that as Controller of Willamette
Valley Vineyards. Mr. Cary served in the U.S. Air Force as a
Financial Officer. Mr. Cary holds a Master of Business
Administration degree from the University of Oregon and a Bachelor
of Science Degree in Management from the U.S. Air Force Academy.
Mr. Cary’s qualifications to serve on the Company’s
Board of Directors include his financial and accounting
expertise.
Christopher L. Sarles
– Mr. Sarles has served as a
director since January of 2015. Mr. Sarles is the President/CEO of
Oregon Fruit Products, a position he has held since July of 2014.
From May of 1998 until June of 2014 Mr. Sarles worked in various
executive capacities in Columbia Distributing/Young’s Market,
most recently as Executive Vice President of Sales from 2011 to
2014. From 1987 to 1995 he was President/Chief Operating Officer of
Alehouse Distributing Company in Seattle Washington. Mr. Sarles has
been actively involved in the wine industry, been a speaker on Wine
Industry issues, and served as President of the Oregon Beer and
Wine Wholesalers Association. He holds a Bachelor of Science degree
in Business Marketing from Oregon State University. Mr. Sarles is
qualified to serve on the Company’s Board of Directors as a
result of his many years of executive experience in the alcohol
distribution industry.
Betty M. O’Brien
– Ms. O’Brien has served
as a director on the Board since July 1991. Ms. O’Brien is
owner of Elton Vineyards L.L.C., a commercial vineyard located in
Eola Hills in Yamhill County, Oregon and established in 1983. Ms.
O’Brien was the Executive Director of the Oregon Wine Board
from 2001 to 2004. Ms. O’Brien was employed by Willamette
University as its Director of News and Publications from 1988 to
2000. She has served as a director, President and Treasurer of the
Oregon Winegrowers Association. Ms. O’Brien is chairman of
the Wine Studies Program Advisory Committee at Chemeketa Community
College (CCC). She headed a wine industry task force developing a
new wine marketing program and curriculum. She taught Wine
Marketing classes there for seven years and was recognized by the
college with the Legacy Builders Award in 2016. Ms. O’Brien
served as Chair of the Board of Directors of LIVE (Low Input
Viticulture and Enology). She was president of the Eola-Amity Hills
Winegrowers Association in 2014-15. Ms. O’Brien received a
2010 Oregon Wine Industry Outstanding Service Award. Ms.
O’Brien’s qualifications to serve on the
Company’s Board of Directors include her industry experience
and contacts.
Stan G. Turel
– Mr. Turel has served as a director
since November 1994. Mr. Turel is President of Turel Enterprises, a
real estate management company managing his own properties in
Oregon, Washington and Idaho and is president of Columbia Pacific
Tax in Bend, Oregon. Prior to his current activities, Mr. Turel was
the Principal and CEO of Columbia Turel, (formerly Columbia
Bookkeeping, Inc.) a position which he held from 1974 to 2001.
Prior to the sale of the company to Fiducial, one of Europe’s
largest accounting firms, Columbia had approximately 26,000 annual
tax clients including approximately 4,000 small business clients.
Additionally, Mr. Turel successfully operated as majority owner of
two cable TV companies during the 80’s and 90’s which
were eventually sold to several public corporations. Mr. Turel is a
pilot, author, was a former delegate to the White House Conference
on Small Business and held positions on several state and local
Government committees. Mr. Turel’s qualifications to serve on
the Company’s Board of Directors include his more than 20
years of accounting and business management
experience.
Heather Westing
– Ms. Westing has served as a director
since March 2016. Ms. Westing owns several real estate
developments, restaurant and financial companies in Oregon. She is
the former owner of The Subway Group – franchisor agency for
over 350 Subway Restaurants and served on Subway’s Worldwide
Advisory Board. Ms. Westing is an active member in the Oregon Angel
Fund, and oversees the Westing Family Foundation. Previously, Ms.
Westing owned an advertising and marketing agency, with offices in
Eugene, Portland and Bend. She has also owned and operated a
50-acre farm of filberts, grass seed and Christmas trees. She
served on Umpqua Bank’s Regional Board of Advisory and The
Oregon Bach Festival’s Board of Directors. She is a Lifetime
Alumni of University of Oregon, where she studied finance and real
estate. Ms. Westing’s qualifications to serve on the
Company’s Board of Directors include her extensive business
experience and expertise in marketing.
1.4
Board
and Committee Meeting Attendance
The
Board of Directors met four times during 2017. Each director
attended at least 75% of the aggregate of the total number of
meetings of the Board and the total number of meetings of each
committee on which each director served.
1.5
Annual
Meeting Attendance
Although
we do not have a formal policy regarding attendance by members of
the Board of Directors at our annual meeting of shareholders,
directors are encouraged to attend the annual meetings. All of our
then current directors attended the Company’s 2017 annual
meeting of shareholders.
1.6
Independence
The
Board of Directors has determined that each of our directors other
than Mr. Bernau and Mr. Ellis is “independent” within
the meaning of the applicable rules and regulations of the SEC and
the director independence standards of The NASDAQ Stock Market,
Inc. (“NASDAQ”), as currently in effect. Furthermore,
the Board of Directors has determined that each of the members of
the Compensation and Audit Committees of the Board of Directors is
“independent” under the applicable rules and
regulations of the SEC and the director independence standards of
NASDAQ, as currently in effect. The Board of Directors does not
have a separate standing Nominating Committee. Consistent with
NASDAQ rules, only independent directors participate in meetings
where the Board of Directors functions as the Company’s
nominating committee. The independent directors held
two meetings in 2017.
1.7
Committees
of the Board of Directors
Compensation Committee
The
Board of Directors has appointed a Compensation Committee (the
“Compensation Committee), which reviews executive
compensation and makes recommendations to the full Board regarding
changes in compensation. Executive officers do not play a role in
determining executive compensation. The Compensation Committee does
not delegate any of its duties, and it may use consultants in
determining executive compensation.
The Compensation Committee met four
times in person in 2017. In accordance with its Charter, the
Compensation Committee reviewed the current compensation for the
CEO and it approved the 2017 performance bonus of $214,738 (see
section “Executive Compensation"). The Compensation committee
did not engage the services of a compensation consultant in 2017.
The members of the Compensation Committee are Betty M. O'Brien,
Chair, Christopher Sarles and Stan Turel. All members of the
Compensation Committee are independent under the applicable rules
and regulations of the SEC and the director independence standards
applicable to compensation committee members of NASDAQ listed
companies, as currently in effect. A copy of the Compensation
Committee’s charter can be found on the Company’s
website,
www.wvv.com
.
Audit Committee
The
Company has a separately designated standing audit committee
established in accordance with Section 3(a)(58)(A) of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”). The members of the Audit Committee are Craig Smith,
Sean Cary and Stan G. Turel. All members of the Audit Committee are
independent as defined under the applicable rules and regulations
of the SEC and the director independence standards of NASDAQ, as
currently in effect.
The Audit Committee oversees our
financial reporting process on behalf of the Board of Directors and
reports to the Board of Directors the results of these activities,
including the systems of internal controls that management and the
Board of Directors have established, our audit and compliance
process and financial reporting. The Audit Committee, among other
duties, engages the independent public accountants retained as the
registered public accounting firm, pre-approves all audit and
non-audit services provided by the independent public accountants,
reviews with the independent public accountants the plans and
results of the audit engagement, considers the compatibility of any
non-audit services provided by the independent public accountants
with the independence of such auditors and reviews the independence
of the independent public accountants.
Mr. Smith is designated by the
Board of Directors as the “audit committee financial
expert” under SEC rules. The Audit Committee conducted four
meetings in the year ended December 31, 2017 and each meeting was
attended by all of the committee members with the exception of one
meeting where one member was absent. A copy of the Audit Committee
charter can be found at our website,
www.wvv.com
.
Audit Committee Financial Expert
Craig
Smith serves as the Audit Committee’s “financial
expert” as defined in applicable SEC rules. Mr. Smith is
independent as defined under the applicable rules and regulations
of the SEC and the director independence standards established by
NASDAQ, as currently in effect.
Capital Development Committee
The
Board of Directors has appointed a Capital Development Committee to
review potential capital projects or purchases and make
recommendations to the full Board of Directors. Additionally, the
committee evaluates growth needs of the Company and makes
recommendation to management. The Capital Development Committee met
two times in 2017. The members of the committee are Craig Smith,
Stan Turel, Christopher Sarles and Heather Westing.
Nominating Committee Functions
The
Board of Directors performs the function of a nominating committee
for selecting nominees for election as directors. Given its size,
the Board believes that performing this function is a pragmatic and
realistic approach. Consistent with NASDAQ rules, the independent
members of the Board of Directors select and recommend to the full
Board of Directors for approval nominees for director positions.
The Board then determines whether to approve of such nominations
and present them to the Company’s shareholders for election
to the Board of Directors. In seeking nominees, the Board looks for
qualified candidates that will meet the oversight and financial
expertise needs of the Company. The Board also looks for nominees
who will meet the independent qualifications necessary to meet
current standards of independence. While not maintaining a specific
policy on Board diversity requirements, the Board believes that
diversity is an important factor in determining the composition of
the Board and, therefore, seeks a variety of occupational and
personal backgrounds on the Board in order to obtain a range of
viewpoints and perspectives and to enhance the diversity of the
Board. The Board, functioning as nominating committee, annually
evaluates the Board’s composition. This evaluation enables
the Board to update the skills and experience they seek in the
Board as a whole, and in individual directors, as the
Company’s needs evolve and change over time and to assess the
effectiveness of efforts at pursuing diversity.
Nominations
of candidates by shareholders of the Company to be considered by
the Board for membership on the Board of Directors may be submitted
if such nominations are made pursuant to timely notice in writing
to the Company’s Secretary. For more information, please see
the information provided under the heading “Shareholder
Proposals and Nominations” below. The current nominees were
selected by the independent members of the Board of Directors,
which nominees were ratified by the entire Board of Directors. The
Company does not currently have a charter or formal policy with
respect to the consideration of director candidates recommended by
shareholders. The reason for not having such a formal policy is
that the current approach has functioned well and therefore no
formal policy has been deemed necessary.
Executive Committee
In 1997
the Board appointed an Executive Committee, its members are: James
Bernau, James Ellis, Craig Smith and Stan Turel. One of the
principle charters of the Executive Committee is to review and
approve all proposed purchases over $50,000.00. The Executive
Committee did not meet in 2017.
1.8
Leadership
Structure of Board of Directors
Currently,
the Company’s President and Chief Executive Officer, Mr.
Bernau, also serves as its Chairperson of the Board. The Board
believes the interests of all shareholders are best served at the
present time through a leadership model with the same person
holding the positions of President, Chief Executive Officer and
Chairperson of the Board.
The
Company’s President possesses an in-depth knowledge of the
Company, its operations, and the array of challenges to be faced,
gained through over 30 years of successful experience in the
industry. The Board believes that these experiences and other
insights put the President in the best position to provide broad
leadership for the Board as it considers strategy and as it
exercises its fiduciary responsibilities to its
shareholders.
Further,
the Board has demonstrated its commitment and ability to provide
independent oversight of management. All directors other than Mr.
Bernau and Mr. Ellis are independent, and all of the members of
each of the Compensation and Audit Committees are independent.
Since each independent director may call meetings of the
independent directors and may request agenda topics to be added or
dealt with in more detail at meetings of the full Board or an
appropriate Board committee the Board does not believe it necessary
to have a lead independent director.
1.9
Role
of Board of Directors in Risk Oversight
The
entire Board and each of its standing committees are involved in
overseeing risk associated with the Company. The Board monitors the
Company’s governance by regular review with management and
outside advisors. The Board and the Audit Committees monitor the
Company’s liquidity risk, regulatory risk, operational risk
and enterprise risk by regular reviews with management and external
auditors and other advisors. In its periodic meetings with the
independent accountants, the Audit Committee discusses the scope
and plan for the audit and includes management in its review of
accounting and financial controls, assessment of business risks and
legal and ethical compliance programs. As part of its
responsibilities as set forth in its charter, the Compensation
Committee reviews the Company’s executive compensation
program and the associated incentives to determine whether they
present a significant risk to the Company. Based on this review,
the Compensation Committee concluded that the Company’s
compensation policies and procedures are not reasonably likely to
have a material adverse effect on the Company.
1.10
Director
Compensation
The
following table sets forth information concerning compensation of
the Company’s directors other than Mr. Bernau for the fiscal
year ended December 31, 2017:
|
|
|
|
|
|
Change
|
|
|
|
|
|
|
|
|
in
Pension
|
|
|
|
|
|
|
|
|
Value
and
|
|
|
|
|
|
|
|
|
Nonqualified
|
|
|
|
|
Fees
Earned
|
|
|
Non-equity
|
Deferred
|
|
|
|
|
or
|
Stock
|
Option
|
Incentive
Plan
|
Compensation
|
All
Other
|
|
|
Name
|
Paid in
Cash
|
Awards
|
Awards
|
Compensation
|
Earnings
|
Compensation
|
Total
|
|
|
|
|
|
|
|
|
|
|
James
L. Ellis
|
$
12,400
|
-
|
-
|
-
|
-
|
$
364
|
$
12,764
|
|
Sean
M. Cary
|
4,400
|
-
|
-
|
-
|
-
|
-
|
4,400
|
|
Christopher
L. Sarles
|
5,500
|
-
|
-
|
-
|
-
|
-
|
5,500
|
|
Craig
Smith
|
4,700
|
-
|
-
|
-
|
-
|
-
|
4,700
|
|
Betty
M. O'Brien
|
6,250
|
-
|
-
|
-
|
-
|
-
|
6,250
|
|
Stan
G. Turel
|
4,850
|
-
|
-
|
-
|
-
|
-
|
4,850
|
|
Heather
Westing
|
3,850
|
-
|
-
|
-
|
-
|
-
|
3,850
|
|
Jonathan
Ricci (1)
|
3,850
|
-
|
-
|
-
|
-
|
-
|
3,850
|
(1)
Resigned from the
Board on February 5, 2018
Other
compensation for James L. Ellis includes a monthly stipend for
ongoing consultation services as well as serving as administrator
of any potential employee complaint that might rise to the Board
level.
The
members of the Board received cash compensation for their service
on the Board in 2017 and were reimbursed for out-of-pocket and
travel expenses incurred in attending Board meetings.
In
January 2009 the Board, upon recommendation of the Compensation
Committee, adopted the WVV Board Member Compensation Plan which
provides directors with the following compensation for service on
the Board. Under the terms of the plan, any Board member may elect
not to receive any or all of the compensation components. The Board
also reserved the right to suspend this plan at any time on the
basis of prevailing economic conditions and their impact on the
company: a $1,000 yearly stipend, $500 per Board meeting attended
in person, $250 per Board meeting via teleconference, $200 per
committee meeting in person and $100 per committee meeting via
teleconference. The plan also includes set per diem for expenses
associated with meeting attendance, as well as a yearly wine
allowance.
1.11
Communications
to the Board of Directors
The
Board of Directors welcomes and encourages shareholders to share
their thoughts regarding the Company. Towards that end, the Board
of Directors has adopted a policy whereby all communications should
first be directed to the Company’s Secretary at Willamette
Valley Vineyards, Inc., 8800 Enchanted Way SE, turner, OR 97392.
The Secretary will then distribute a copy of the communication to
the Chairman of the Board, the Chairperson of the Audit Committee
and the Company's outside counsel. Based on the input and decision
of these persons, along with the entire Board of Directors if it is
deemed necessary, the Company will respond to the communication.
Shareholders should not communicate directly with any other
individual officer or director unless requested to do
so.
1.12
Code
of Ethics
The
Company adopted a code of ethics applicable to its Chief Executive
Officer, Chief Financial Officer/Controller and other finance
leaders, which is a "code of ethics" as defined by applicable rules
of the SEC. Amendments to the code of ethics or any grant of a
waiver from a provision of the code of ethics requiring disclosure
under applicable SEC rules, if any, will be disclosed on our
website at,
www.wvv.com
.
Any
person may request a copy of the code of ethics, at no cost, by
writing to us at the following address:
Willamette
Valley Vineyards, Inc.
Attention:
Corporate Secretary
8800
Enchanted Way SE
Turner,
OR 97392
2. EXECUTIVE
COMPENSATION
2.1
Summary
Compensation Table
The
following table sets forth certain information concerning
compensation paid or accrued by the Company, to or on behalf of the
Company’s principal executive officer, James W. Bernau and
Chief Financial Officer, Richard F. Goward Jr. (collectively, our
“named executive officers”) for the fiscal years ended
December 31, 2017 and December 31, 2016. No other executive officer
of the Company other than Mr. Bernau and Mr. Goward received total
compensation in 2017 in excess of $100,000, and thus disclosure is
not required for any other person. Summary compensation information
is as follows:
|
Summary Compensation Table
|
||||||||||
|
|
|
|
|
|
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
|
Non-equity
|
Deferred
|
All
|
|
|
Name,
|
|
|
|
|
Stock
|
Option
|
Incentive
Plan
|
Comp.
|
Other
|
|
|
Principal
Position
|
|
Year
|
Salary
|
Bonus
|
Awards
|
Awards
|
Compensation
|
Earnings
|
Comp.*
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bernau,
James W.,
|
|
|
|
|
|
|
|
|
|
|
|
President,
Chief Executive
|
|
2017
|
$
259,564
|
$
214,738
|
$
-
|
$
-
|
$
-
|
$
-
|
$
46,833
|
$
521,135
|
|
President,
Chief Executive
|
|
2016
|
$
256,645
|
$
356,000
|
$
-
|
$
-
|
$
-
|
$
-
|
$
50,806
|
$
663,451
|
|
Goward,
Richard F. Jr
|
|
|
|
|
|
|
|
|
|
|
|
Chief
Financial Officer
|
|
2017
|
$
126,090
|
$
15,000
|
$
-
|
$
-
|
$
-
|
$
-
|
$
6,183
|
$
147,273
|
|
Chief
Financial Officer
|
|
2016
|
$
122,269
|
$
12,000
|
$
-
|
$
-
|
$
-
|
$
-
|
$
5,921
|
$
140,190
|
|
* All other compensation includes Company payments for medical
insurance, value of lodging, Board of Director stipends, life
insurance payments
and Company 401(k) matching contributions.
|
There
were no outstanding equity awards at the fiscal year ended December
31, 2017.
2.2
Compensation Philosophy
The
compensation of our named executive officers has been designed to
implement compensation principles that align management’s
interests with our shareholder’s interests to support
long-term value creation. In establishing the compensation
structure of our named executive officers, the Compensation
Committee determined that the use of a performance-based incentive
provided additional motivation for our named executive officers to
achieve both short-term and long-term business and growth goals for
the Company. Additionally, the use of a consumer price index
inflation factor on base salary ensures our named executive
officer’s will not lose buying power, on core compensation,
while pursuing these goals.
2.3
Bernau
Employment Agreement
The
Company and Mr. Bernau are parties to an employment agreement dated
August 3, 1988 as amended in February 1997, in January of 1998, in
November 2010, and again in November 2012. Under the amended
agreement, Mr. Bernau is paid an annual salary of $235,000 with
annual increases tied to increases in the consumer price index. Mr.
Bernau’s 2017 bonus is calculated as a percentage of Company
net income before taxes; 5% on the first $1.75 million of pre-tax
income, and 7.5% on the pre-tax net income over $1.75 million, not
to exceed one hundred percent of his base salary. Additionally, Mr.
Bernau participates in the employer sponsored 401(k) plan. Pursuant
to the terms of the employment agreement, the Company is to provide
Mr. Bernau with housing on the Company’s property. Mr. Bernau
resides in the estate house, free of rent, which is also used to
accommodate overnight stays for Company guests. Mr. Bernau resides
in the residence for the convenience of the Company and must
continue to reside there for the duration of his employment in
order to provide additional security and lock-up services for late
evening events at the Winery and Vineyard. The employment agreement
provides that Mr. Bernau’s employment may be terminated only
for cause, which is defined as non-performance of his duties or
conviction of a crime.
2.4
Goward
Employment Agreement
The
Company and Mr. Goward are parties to an employment agreement dated
April 16, 2013 as amended on July 15, 2015. Under the agreement Mr.
Goward is paid an annual salary of $128,382 and is reviewed
annually for potential meritorious awards. Additionally, Mr. Goward
receives the equivalent of a board stipend for board meetings
outside of the normal working schedule. Mr. Goward also
participates in the employer sponsored 401(k) plan.
2.5
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth certain information with respect to
beneficial ownership of the Company’s Common Stock as of May
23, 2018, by (i) each person who beneficially owns more than 5% of
the Company’s Common Stock, (ii) each Director of the
Company, (iii) each of the Company’s named executive
officers, and (iv) all directors and executive officers as a group.
Except as indicated in the footnotes to this table, each person has
sole voting and investment power with respect to all shares
attributable to such person.
Information
concerning persons who beneficially own more than 5% of the
Company’s common stock who are not otherwise affiliated with
the Company is based solely upon statements made in filings with
the SEC or other information we believe to be
reliable.
We have
determined beneficial ownership in accordance with the rules of the
SEC.
Unless
otherwise noted, the address of each beneficial owner listed in the
table is 8800 Enchanted Way SE
Turner, OR
97392.
|
|
|
|
Percent
of
|
|
|
Number
of
|
|
Shares
|
|
|
Shares
Outstanding
|
|
Beneficially
|
|
|
Stock
|
|
Owned
(1)
|
|
|
|
|
|
|
James
W. Bernau, President/CEO, Chair of the Board
|
465,705
|
|
9.4
%
|
|
|
|
|
|
|
Richard
F. Goward Jr., CFO
|
500
|
|
**
|
|
|
|
|
|
|
James
L. Ellis, Director
|
19,865
|
|
**
|
|
|
|
|
|
|
Christopher
L. Sarles, Director
|
-
|
|
**
|
|
|
|
|
|
|
Sean
M. Cary, Director
|
5,200
|
|
**
|
|
|
|
|
|
|
Betty
M. O'Brien, Director
|
40,624
|
|
**
|
|
|
|
|
|
|
Stan
G. Turel, Director
|
14,192
|
|
**
|
|
|
|
|
|
|
Craig
Smith, Director
|
1,500
|
|
**
|
|
|
|
|
|
|
Heather
Westing, Director
|
1,700
|
|
**
|
|
|
|
|
|
|
Christopher
Riccardi
|
385,485
|
(2
)
|
7.8
%
|
|
100
Tall Pine Ln., Apt 2102, Naples, FL 34105
|
|
|
|
|
|
|
|
|
|
Carl
D. Thoma
|
336,189
|
(3
)
|
6.8
%
|
|
300
N. LaSalle St, Suite 4350. Chicago, IL 60654
|
|
|
|
|
|
|
|
|
|
All
Directors and Executive Officers as a group (9
persons)
|
549,286
|
|
11.1
%
|
|
|
|
|
|
|
**
Less than one percent
|
|
|
|
(1) The
percentage of outstanding shares of common stock is calculated out
of a total of 4,964,529 shares of common stock outstanding as of
May 23, 2018. Shares owned do not include ownership of preferred
stock shares.
(2)
Based on a Form 4 filed by Mr. Riccardi with the SEC on December
29, 2015
(3)
Based on a Schedule 13G/A filed by Mr. Thoma with the SEC on
February 8, 2017. Beneficial ownership includes 139,429 shares held
by the Carl D. Thoma Roth IRA, TD Ameritrade Clearing Custodian for
the benefit of Mr. Thoma.
2.6
Transactions
with Related Persons
In
2007, the Company entered into a long-term lease for Elton
vineyards which consists of 54 acres of mature grapevines, of which
approximately 42 acres are Pinot Noir. The agreement was for an
initial 10-year lease with the option to renew for four successive
terms of five years each, plus a first right of refusal on the
property’s sale. Betty O’ Brien, a member of the Board,
is the owner of the lessor, Elton Vineyards, LLC. As such, she is
therefore entitled to the net income of Elton Vineyards, LLC. In
2017, the Company paid Elton Vineyards, LLC $124,976 in lease
payments and utility reimbursements.
The
Company believes that the transactions set forth above were made on
terms no less favorable to the Company than could have been
obtained from unaffiliated third parties. All future transactions
between the Company and its officers, directors, and principal
shareholders will be approved by a disinterested majority of the
members of the Board, and will be on terms no less favorable to the
Company than could be obtained from unaffiliated third parties.
After reviewing the relationship between the Company and Elton
Vineyards, LLC, in each of the last three years, the Board has
determined that Ms. O’Brien is “independent”
within the meaning of the applicable rules and regulations of the
SEC and the director independence standards of the
NASDAQ.
Except
for payments to Elton Vineyards, LLC described above, during 2017
the Company did not participate in any transactions with related
persons that had a direct or indirect material interest in an
amount exceeding $120,000 and there are no currently proposed
transactions with related persons that exceed
$120,000.
The
Board has determined that each of our directors, except
Mr. Bernau and Mr. Ellis is “independent” within
the meaning of the applicable rules and regulations of the SEC and
the director independence standards of NASDAQ, as currently in
effect. Furthermore, the Board has determined that, with the
exception of the Executive Committee, each of the members of each
of the committees of the Board is “independent” under
the applicable rules and regulations of the SEC and the director
independence standards of NASDAQ, as currently in
effect.
2.7
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Exchange Act requires the Company’s
officers, directors and persons who own more than 10% of a
registered class of the Company’s equity securities to file
certain reports with the SEC regarding ownership of, and
transactions in, the Company’s securities. These officers,
directors and stockholders are also required by SEC rules to
furnish the Company with copies of all Section 16(a) reports
that are filed with the SEC. Based solely on a review of copies of
such forms received by the Company and written representations
received by the Company from certain reporting persons, the Company
believes that for the year ended December 31, 2017 all Section
16(a) reports required to be filed by the Company’s executive
officers, directors and 10% stockholders were filed on a timely
basis with the exception of one Form 4 filing for James Bernau that
was filed late.
2.8
Compensation
Committee Interlocks and Insider Participation
No
member of the Compensation Committee is a current or former officer
or employee of the Company. Ms. Betty O’Brien, who was a
member of the Compensation Committee in 2017, had a relationship
with the Company requiring disclosure under Item 404 of Regulation
S-K. See Item 13. “Certain Relationships and Related
Transactions, and Director Independence” in our Annual Report
on Form 10-K for further details.
There
are no Compensation Committee interlocks between the Company and
any other entities involving any of the executive officers or
directors of such entities. No interlocking relationship exists
between any member of our Board or our Compensation Committee and
any member of the board of directors or compensation committee of
any other company and no such interlocking relationship has existed
in the past.
2.9
Compensation
Committee Report
The
Company’s Compensation Committee has reviewed the Executive
Compensation section and has recommended to the Board that it be
included in the Proxy Statement.
COMPENSATION
COMMITTEE
Betty
O'Brien, Chairperson, Christopher Sarles, Stan Turel
2.10
Audit
Committee Report
The
general purpose of the Audit Committee is to assist the Board of
Directors in the exercise of its fiduciary responsibility of
providing oversight of the Company's financial statements and the
financial reporting processes, internal accounting and financial
controls, the annual independent audit of the Company's financial
statements, and other aspects of the financial management of the
Company. The Audit Committee is appointed by the Board of
Directors. All committee members are financially
literate.
Fees
for professional services provided by our independent registered
public accounting firm in each of the last two fiscal years, in
each of the following categories are:
|
|
Years
Ended December 31,
|
|
|
|
2017
|
2016
|
|
|
|
|
|
Audit
fees (1)
|
$
141,000
|
$
141,000
|
|
Tax
fees (2)
|
38,940
|
46,469
|
|
All
other fees (3)
|
-
|
3,471
|
|
|
|
|
|
|
$
179,940
|
$
190,940
|
(1)
Audit fees
represent fees for services rendered for the audit of the
Company’s annual financial statements and review of the
Company’s quarterly financial statements.
(2)
Tax fees represent
fees for services rendered for tax compliance, tax advice and tax
planning
(3)
All other fees
represent limited engagement activity.
The
Company did not incur any audit related fees in either 2017 or
2016.
Pre-approval policies and procedures –
It is the policy
of the Company not to enter into any agreement for Moss Adams LLP
to provide any non-audit services to the Company unless
(a) the agreement is approved in advance by the Audit
Committee or (b) (i) the aggregate amount of all such
non-audit services constitutes no more than 5% of the total amount
the Company pays to Moss Adams LLP during the fiscal year in which
such services are rendered, (ii) such services were not
recognized by the Company as constituting non-audit services at the
time of the engagement of the non-audit services and
(iii) such services are promptly brought to the attention of
the Audit Committee and prior to the completion of the audit were
approved by the Audit Committee or by one or more members of the
Audit Committee who are members of the Board to whom authority to
grant such approvals has been delegated by the Audit Committee. The
Audit Committee will not approve any agreement in advance for
non-audit services unless (1) the procedures and policies are
detailed in advance as to such services, (2) the Audit
Committee is informed of such services prior to commencement and
(3) such policies and procedures do not constitute delegation
of the Audit Committee’s responsibilities to management under
the Exchange Act.
Specific Audit Committee Actions Related to Review of the Company's
Audited Financial Statements
: In discharging its duties, the
Audit Committee, among other actions, has (i) reviewed and
discussed the audited financial statements to be included in the
company's Annual Report on Form 10-K for the twelve months ended
December 31, 2017 with management, (ii) discussed with the
Company's independent auditors the matters required to be discussed
by SAS 61, as amended (AICPA, Professional Standards, Vol. 1,
AU380), as adopted by the Public Company Accounting Oversight Board
in Rule 3200T, related to such financial statements, (iii) received
the written disclosures and the letter from the Company's
independent accountants required by the applicable requirements of
the Public Company Accounting Oversight Board regarding the
independent accountant’s communications with the Audit
Committee concerning independence, and has discussed with the
independent accountant the independent accountant's independence,
and (iv) based on such reviews and discussions, the Audit Committee
has recommended to the Board of Directors that the audited
financial statements be included in the company's Annual Report on
Form 10-K for the twelve months ended December 31
,
2017.
AUDIT
COMMITTEE
Sean
Cary, Chairperson, Stan Turel, Craig Smith
3.
ELECTION OF DIRECTORS (PROPOSAL
NO. 1)
At the
Annual Meeting two directors are up for election to the Board of
Directors, each for a term of three years. In November 2015 the
Board of Directors amended the Company’s Bylaws to include,
among other things, dividing board membership into three groups
with staggered terms. Therefore, all nominees have been divided
into groups. Unless otherwise specified in the proxy, it is the
intention of the persons named in the proxy to vote the shares
represented by each properly executed proxy for the election as
directors the persons named below as nominees:
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Term Begins Following
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Term Ends at
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Nominees:
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Group Number
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Annual Meeting:
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Annual Meeting:
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Craig Smith
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II
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2018
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2021
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Stan Turel
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II
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2018
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2021
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The
Board of Directors believes that the nominees will serve if elected
as directors. There is no cumulative voting for election of
directors. Directors are elected by a plurality of votes;
therefore, the two persons receiving the most votes, even if less
than a majority of the votes cast, will be elected directors.
Abstentions or failure to vote will have no effect on the election
of directors, assuming the existence of a quorum. The Board of
Directors unanimously recommends a vote
FOR
this proposal.
4.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS (PROPOSAL NO.
2)
The
Audit Committee has appointed Moss Adams LLP (“Moss
Adams”) as independent auditors for the 2018 fiscal year.
Moss Adams will audit the Company’s consolidated financial
statements for the 2018 fiscal year and perform other services.
While shareholder ratification is not required by the
Company’s by-laws or otherwise, the Board of Directors is
submitting the selection of Moss Adams to the shareholders for
ratification as a good corporate governance practice. If the
shareholders fail to ratify the selection, the Audit Committee may,
but is not required to, reconsider whether to retain Moss Adams.
Even if the selection is ratified, the Audit Committee in its
discretion may direct the appointment of a different independent
public accountant or auditor at any time during the year if it
determines that such a change would be in the best interest of the
Company and its shareholders.
The
proposal will be approved if, assuming the existence of a quorum,
at least a majority of the shares of the Company's Common Stock
cast on the proposal vote in favor of approval. Abstentions are
counted for purposes of determining whether a quorum exists at the
Annual Meeting but will not be counted and will have no effect on
the determination of the outcome of the proposal. The proxies will
be voted for or against the proposal, or as an abstention, in
accordance with the instructions specified on the proxy form. If no
instructions are given, proxies will be voted for approval of the
ratification of Moss Adams LLP.
A
representative of Moss Adams LLP is expected to attend the Annual
Meeting at their own expense and will be given an opportunity to
make a statement if they desire to do so and will be available to
respond to appropriate questions.
The
Board of Directors unanimously recommends a vote
FOR
this proposal. Assuming the
existence of a quorum, the appointment of Moss Adams LLP will be
ratified if approved by the holders of a majority of the shares
present in person or by proxy.
5.
SHAREHOLDER PROPOSALS AND NOMINATIONS OF
DIRECTORS
5.1
Shareholder
Proposals for Inclusion in Next Year’s Proxy
Statement
To be
considered for inclusion in the proxy statement relating to next
year’s annual meeting, a shareholder proposal must be
received at our principal executive offices no later than January
23, 2019. Such proposals also will need to comply with SEC
regulations under Rule 14a-8 regarding the inclusion of shareholder
proposals in Company-sponsored proxy materials. Proposals should be
addressed to the Company Secretary, Willamette Valley Vineyards,
Inc., 8800 Enchanted Way S.E., Turner, Oregon 97392. If the date of
the next annual meeting is changed by more than 30 days from the
anniversary of this year’s annual meeting, then, to be
considered for inclusion in the proxy statement relating to next
year’s annual meeting, notice of a shareholder proposal will
need to be received by the Company in a reasonable amount of time
before the Company begins to print and send its proxy
materials.
5.2
Other
Shareholder Proposals
If a
shareholder wishes to present a shareholder proposal at our next
annual meeting that is not intended to be included in the proxy
statement pursuant to Rule 14a-8 of the Exchange Act, the
shareholder should give notice to our Company Secretary of such
proposal. Such notice should be addressed to the Company Secretary,
Willamette Valley Vineyards, Inc., 8800 Enchanted Way S.E., Turner,
Oregon 97392. According to the Company’s bylaws, in order to
be timely, such notice must be in writing and received by the
Company Secretary, not less than 90 days nor more than 120 days
prior to the first anniversary of the date on which the Company
first mailed its proxy materials for the 2018 Annual Meeting (no
earlier than January 23, 2019, and no later than the close of
business on February 22, 2019). However, if the date of the annual
meeting is advanced by more than 30 days prior to or delayed by
more than 30 days after the anniversary of the preceding
year’s annual meeting, then notice by the shareholder to be
timely must be delivered to the Company’s Secretary not later
than the close of business on the later of (i) the 90th day
prior to such annual meeting or (ii) the 15th day following
the day on which public announcement of the date of such meeting is
first made. Therefore, in the event a shareholder does not notify
the Company of an intent to present a shareholder proposal at the
Company’s 2019 Annual Meeting within the timeframe outlined
above, the Company’s management will have the right to
exercise their discretionary authority to vote proxies received for
such meeting with respect to any such proposal.
5.3
Shareholder
Director Nominations
The
independent members of the Board of Directors select and recommend
to the Board of Directors for approval nominees for director and
committee member positions. The Board then considers the
recommendation of these directors and decides which nominees to
present to the Company’s shareholders for election to the
Board of Directors.
Shareholders
who wish to submit a proposed nominee for election to the Board of
Directors of the Company for consideration by the Board should send
written notice to the Chairman of the Board of Directors,
Willamette Valley Vineyards, Inc., 8800 Enchanted Way S.E., Turner,
Oregon 97392 no later than February 22, 2019. Such notification
should set forth all information relating to the proposed nominee,
as is required to be disclosed in solicitations of proxies for
election of directors pursuant to Regulation 14A under the Exchange
Act. This includes the proposed nominee’s written consent to
being named in the proxy statement as a nominee and to serving as a
director if elected; the name and address of such shareholder or
beneficial owner on whose behalf the nomination is being made; and
the number of shares of the Company owned beneficially and of
record by such shareholder or beneficial owner. The Board will
consider shareholder nominees on the same terms as nominees
selected by the Board.
6.
RESULTS OF THE ANNUAL MEETING
The
Company intends to announce preliminary voting results at the
Annual Meeting and will publish final results within four business
days of the Annual Meeting in a Current Report on Form 8-K, which
the Company will file with the SEC.
7.
HOUSEHOLDING
The SEC
has adopted rules that permit companies and intermediaries (e.g.,
brokers) to satisfy the delivery requirements for proxy statements
with respect to two or more shareholders sharing the same address
by delivering a single proxy statement addressed to those
shareholders. This process, which is commonly referred to as
“householding,” potentially means extra convenience for
shareholders and cost savings for companies. The Company has
implemented householding rules with respect to our shareholders of
record. Additionally, a number of brokers with account holders who
are shareholders may be “householding” the
Company’s proxy materials. If a shareholder receives a
householding notification from his, her or its broker, a single
proxy statement will be delivered to multiple shareholders sharing
an address unless contrary instructions have been received from an
affected shareholder. Once a shareholder has received notice from
his/her broker that they will be “householding”
communications to such shareholders address,
“householding” will continue until you are notified
otherwise.
Shareholders
who currently receive multiple copies of the Notice of Internet
Availability at their address and would like to request
“householding” of their communications should contact
their broker. In addition, if any shareholder that receives a
“householding” notification wishes to receive a
separate Notice of Internet Availability at his, her or its
address, such shareholder should also contact his, her or its
broker directly. Shareholders who in the future wish to receive
multiple copies may also contact the Company c/o Company Secretary,
Willamette Valley Vineyards, Inc., 8800 Enchanted Way S.E., Turner,
Oregon 97392.
Shareholders
of record sharing an address can request delivery of a single copy
of annual reports to security holders, proxy statements, and
notices of internet availability of proxy materials by contacting
the Company at: c/o Company Secretary, Willamette Valley
Vineyards, Inc., 8800 Enchanted Way S.E., Turner, Oregon
97392.
8.
COST OF SOLICITATION
The
cost of soliciting proxies will be borne by the Company. In
addition to use of the mails, proxies may be solicited personally
or by telephone by directors, officers and employees of the
Company, who will not be specially compensated for such
activities.
9.
ADDITIONAL INFORMATION
A copy
of the Company's Annual Report to Shareholders for the fiscal year
ended December 31, 2017 accompanies this Proxy Statement. The
Company is required to file an Annual Report on Form 10-K with the
SEC. Shareholders may obtain, free of charge, a copy of the Form
10-K on the website maintained by the SEC at
www.sec.gov
or by writing to
Craig Smith, Secretary, Willamette Valley Vineyards, Inc., 8800
Enchanted Way S.E., Turner, Oregon 97392, or they may access a copy
through links provided on the Company's web site:
www.wvv.com
. An electronic
version of the 2018 Proxy and Annual Report are available at this
web address:
otrtransfer.com/olink
. The
information on the Company’s website is not part of this
Proxy Statement.
By
Order of the Board of Directors
James
W. Bernau
Chairperson
of the Board
May 23,
2018
Important Notice Regarding the Availability of Proxy Materials for
the Shareholder Meeting to Be Held at 1:00pm, July 15,
2018
As part
of our efforts to eliminate unnecessary expenses and conserve the
environment, Willamette Valley Vineyards, Inc. has elected to
provide internet access to the proxy statement and annual report
rather than distributing hardcopies of the meeting materials. This
reduces postage, printing expenses and paper waste. The proxy
statement and annual report are available at:
www.wvv.com/annualmeeting
The
annual shareholder meeting will be held at 1:00pm on July 15, 2018
at Willamette Valley Vineyards, 8800 Enchanted Way S.E., Turner,
Oregon 97392. The matters to be covered are noted
below:
4.
To consider and
vote upon a proposal to elect two members to our Board of Directors
with terms ending at the annual meeting in 2021;
5.
To ratify the
appointment by the Board of Directors of Moss Adams LLP as the
independent registered public accounting firm of the Company for
the year ending December 31, 2018; and
6.
To transact such
other business as may properly come before the meeting or any
postponements or adjournments of the meeting.
The
Board of Directors of Willamette Valley Vineyards, Inc. recommends
voting in favor of the above proposals.
This
communication is not a form for voting and presents only an
overview of the more complete proxy materials (including the proxy
statement, annual report and form of proxy) that are available to
you on the Internet as well as by mail upon request. We encourage
you to access and review all of the important information contained
in the proxy materials before voting.
You may
vote on-line, by mail, by phone or in person. If you wish to vote
online or by phone, you will need your Shareholder Control Number
which can be found on your proxy. No other personal information
will be required in order to vote in this manner. To vote your
proxy on the internet, please follow these easy steps:
1.
Go to the
Company’s transfer agent (OTR, Inc.) web site at
www.otrtransfer.com
2.
On the home page
click the "CLICK HERE TO ACCESS O-LINK" button, then select the
"Proxy Vote" icon on the O-Link (Online Access) page.
3.
Enter your Control
Number on the "Proxy Sign On" page and click the "Log In" button.
Your Control Number can be found on the O-Link Instructions For
Internet Voting
4.
Under the caption
"THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS" click
"Continue" to view the Proxy. Mark your vote for each proposal and
click "Cast Vote" to submit your vote.
If you
wish to vote by mail, simply cast your vote on the enclosed proxy,
sign and return using the accompanying business reply envelope. If
you wish to vote by phone, please call the winery toll-free at
(800) 344-9463. If you wish to vote in person at the Annual
Meeting, simply check the box on your proxy indicating that you
plan to attend the annual shareholder meeting. You may acquire
directions to the location of the annual shareholder meeting by
calling the following toll-free number: 1 (800) 344-9463. We ask
that you cast your vote promptly and thank you for your continued
support.
If you would like to receive a paper or email copy of the proxy
materials at no charge, you can request one at any time at no
expense to you by contacting OTR, Inc. using the toll-free number
(877) 712-7725 or sending an email to
customerservice@otrtransfer.com
.
Please make all such requests by
July 5, 2018 in order to facilitate timely delivery of the proxy
materials. If requests for proxy materials are not made by July 5,
2018 you will not otherwise receive a paper or email copy of the
proxy materials prior to the meeting.
ANNUAL MEETING OF STOCKHOLDERS
Sunday, July 15, 2018
1:00 pm
At
Willamette Valley Vineyards, Inc., 8800 Enchanted Parkway SE,
Turner, OR 97392
Your Vote is Important to the Company!
Willamette
Valley Vineyards, Inc.
8800
Enchanted Parkway SE
Turner, Oregon 97390
This proxy appointing James W. Bernau and Jan Green Bernau as proxy
holders is
solicited by the
Board of Directors for use at the Annual Meeting of Stockholders on
July 15, 2018 and at any adjournments or postponements
thereof.
The
undersigned shareholder of Willamette Valley Vineyards, Inc. hereby
appoints James W. Bernau and Jan Green Bernau, and each of them,
with power of substitution to each, to attend the Annual Meeting of
Shareholders of said corporation to be held July 15, 2018, at 1
p.m. at the Company’s headquarters at Willamette Valley
Vineyards, Inc., 8800 Enchanted Parkway SE, Turner, Oregon, 97390,
and any adjournments or postponements thereof, and to vote the
shares of the undersigned at such meeting with respect to the
proposals, as indicated on the reverse side of this page, with all
powers that the undersigned would have if acting in person; and
with discretionary authority to act on such other matters as may
properly come before said meeting or any adjournments or
postponements thereof.
THE
SHARES REPRESENTED HEREBY SHALL BE VOTED SPECIFICALLY ON THE
PROPOSALS LISTED ON THE REVERSE SIDE HEREOF AS THERE
SPECIFIED. WHERE NO SPECIFICATION IS MADE, SAID SHARES SHALL
BE VOTED
FOR
THE
PROPOSALS.
[See
reverse for voting instructions.]
YOUR VOTE IS IMPORTANT. PLEASE MARK, SIGN, DATE AND
MAIL YOUR PROXY CARD TODAY.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF
THE PROPOSALS
Proposal No. 1
– Election of Directors:
Vote for All
☐
Withhold All
☐
For All Except
☐____________________________
To
withhold authority to vote for any individual nominee(s), mark
“For All Except” and write the number(s) of the
nominee(s) on the line next to the “For All Except”
box.
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Term
|
Term
|
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Number:
|
Nominees:
|
Group
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Begins
|
Ends
|
|
1
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Craig
Smith
|
II
|
2018
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2021
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2
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Stan
Turel
|
II
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2018
|
2021
|
Proposal No. 2
– Ratification of appointment of
Moss-Adams, LLP as the independent registered public accounting
firm of Willamette Valley Vineyards, Inc. for the year ending
December 31, 2018.
Vote For
☐
Vote Against
☐
Abstain
☐
|
In
their discretion, the proxies are authorized to vote upon such
other business as may properly come before the Annual Meeting of
Stockholders of Willamette Valley Vineyards, Inc. This proxy, when
properly executed, will be voted in the manner directed herein by
the undersigned shareholder(s), but if no direction is made, this
proxy will be voted “FOR” each of the proposals
identified above.
|
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY.
|
|
Printed
Name of
Shareholder: _________________________________________________________
|
|
|
Signature: ________________________________________________________________________
|
Dated: __________, 2018
|
|
Printed
Name of
Signer: ____________________________________________________________
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Signature
(if held
jointly): __________________________________________________________
|
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Printed
Name of Signer:
___________________________________________________________
Title (if
applicable): _______________________________________________________________
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Please
sign exactly as name appears on the Share Certificates. When shares
are held by joint tenants, all should sign. When signing as an
attorney, executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporate
name by president or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
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