JVA

Business Context and Reporting Period

This Form 8-K Current Report was filed by Coffee Holding Co., Inc. on April 18, 2019. The filing primarily addresses corporate governance matters, specifically the grant of stock options to executive officers and directors under the 2013 Equity Compensation Plan and the results of the Annual Meeting of Stockholders held on the same date.

Key Financial Metrics

The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on equity compensation and voting results rather than financial performance metrics.

Material Changes and Corporate Actions

Stock Option Grants

The Compensation Committee granted options to purchase an aggregate of 689,000 shares of common stock. Key terms include:

• Exercise Price: $5.43 per share.
• Expiration: Ten years from the date of grant.
• Vesting Schedule:
  • Executive Officers: One-third vests on the one, two, and three-year anniversaries.
  • Directors: Vests on the one-year anniversary.
• Allocation:
  • Andrew Gordon (CEO): 349,000 shares.
  • David Gordon (EVP): 281,000 shares.
  • Gerard DeCapua (Director): 14,000 shares.
  • Daniel Dwyer (Director): 14,000 shares.
  • Barry Knepper (Director): 14,000 shares.
  • John Rotelli (Director): 14,000 shares.
  • George F. Thomas (Director): 3,000 shares.

Annual Meeting Voting Results

The following matters were voted upon and approved:

1. Election of Directors:
   • Gerard DeCapua: 2,428,922 votes for; 391,701 votes against.
   • George F. Thomas: 2,584,273 votes for; 236,350 votes against.
2. Ratification of Auditor: Marcum LLP was ratified with 4,490,261 votes for, 4,204 against, and 7,680 abstentions.
3. Advisory Vote on Executive Compensation: Approved with 2,797,313 votes for, 10,307 against, and 13,003 abstentions.
4. Frequency of Advisory Votes: Stockholders voted for annual frequency (1,140,138 votes) over 2-year (7,706 votes) or 3-year (132,701 votes) intervals. The Board determined future advisory votes will occur annually.

Guidance, Outlook, and Risks

The filing text does not provide a clear value for future guidance, outlook, management commentary on financial performance, or specific risk factors beyond the standard disclosure of equity compensation terms.

Investor Verification Checklist

• Verify the impact of the 689,000 new option grants on potential future dilution.
• Confirm the vesting schedules for executive officers versus directors to assess retention incentives.
• Review the significant number of votes cast against the election of Gerard DeCapua (approx. 14% of votes cast) to gauge shareholder sentiment.
• Check subsequent filings for the actual financial performance for the fiscal year ending October 31, 2019, as this 8-K does not contain financial data.