8-K

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): May 13, 2024

Jones Soda Co.

(Exact Name of Registrant as Specified in Its Charter)

Washington

(State or Other Jurisdiction of Incorporation)

0-28820	52-2336602
(Commission File Number)	(IRS Employer Identification No.)
4786 1st Avenue South, Suite 103 Seattle, Washington	98134
(Address of Principal Executive Offices)	(Zip Code)

(206) 624-3357

(Registrant's Telephone Number, Including Area Code)

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 (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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, no par value

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 13, 2024, Jones Soda Co. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”), where shareholders were requested to: 1) elect five directors to serve for a one-year term to expire at the 2025 annual meeting of shareholders; 2) approve, on an advisory basis, the Company’s 2023 named executive officer compensation; and 3) ratify the appointment of Berkowitz Pollack Brant Advisors + CPAs as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of the voting on the matters submitted to the Company’s shareholders are as follows:

Proposal 1

The Company’s shareholders elected the following five directors to hold office until the 2025 annual meeting of shareholders or until their successors are duly elected and qualified based on the following votes:

Director	For	Withheld	Broker Non-Votes
Mark Murray	18,498,855	3,447,096	19,733,569
Paul Norman	16,919,320	5,026,631	19,733,569
Gregg Reichman	19,586,211	2,359,740	19,733,569
Clive Sirkin	19,517,978	2,427,973	19,733,569
Ronald Dissinger	19,592,608	2,353,343	19,733,569

Proposal 2

The proposal to approve, on an advisory basis, the Company’s 2023 named executive officer compensation was approved based on the following votes:

For	Against	Abstentions	Broker Non-Votes
18,351,142	3,337,232	257,577	19,733,569

Proposal 3

The proposal to ratify the appointment of Berkowitz Pollack Brant Advisors + CPAs as the Company’s independent registered public accounting firm for the year ending December 31, 2024 was approved based on the following votes:

For	Against	Abstentions	Broker Non-Votes
39,566,886	315,772	1,796,862	-

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.

	JONES SODA CO. (Registrant)
May 17, 2024	By:	/s/ David Knight
		David Knight President and Chief Executive Officer

XML

Document And Entity Information	May 13, 2024
Document Information [Line Items]
Entity, Registrant Name	Jones Soda Co.
Document, Type	8-K
Document, Period End Date	May 13, 2024
Entity, Incorporation, State or Country Code	WA
Entity, File Number	0-28820
Entity, Tax Identification Number	52-2336602
Entity, Address, Address Line One	4786 1st Avenue South, Suite 103
Entity, Address, City or Town	Seattle
Entity, Address, State or Province	WA
Entity, Address, Postal Zip Code	98134
City Area Code	206
Local Phone Number	624-3357
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001083522