Filing Analysis
Willamette Valley Vineyards, Inc. held its 2026 Annual Meeting of Shareholders on July 11, 2026. The filing reports the results of shareholder votes regarding director elections, auditor ratification, and executive compensation.
📋 Key Facts
- Annual Meeting held virtually on July 11, 2026.
- Quorum established by 2,990,753 shares (approx. 60.06% of outstanding/eligible shares).
- James W. Bernau and Sean M. Cary were elected to the Board of Directors with >91% support each.
- Baker Tilly US, LLP was ratified as independent auditors for fiscal year 2026 with 97.78% approval.
- Shareholders approved executive compensation on an advisory basis with 82.34% approval.
Willamette Valley Vineyards, Inc. announced the appointment of two new directors, Christopher Riccardi and Greg Voorhies, effective July 11, 2026.
📋 Key Facts
- Christopher Riccardi appointed to the Board of Directors on July 11, 2026.
- Greg Voorhies appointed to the Board of Directors on July 11, 2026.
- Both directors are members of 'directors group III' with terms expiring at the 2028 annual meeting.
- Compensation for both individuals will follow the WVV Board Member Compensation Plan as detailed in the May 28, 2026 proxy statement.
Willamette Valley Vineyards, Inc. has appointed John Hazlett as its new Chief Financial Officer, effective May 20, 2026. He succeeds John Ferry, who announced his retirement in February 2026 and will remain with the company during a transition period.
📋 Key Facts
- John Hazlett appointed as CFO effective May 20, 2026.
- Mr. Hazlett will receive a base salary of $216,000 per year with an annual performance-based incentive of up to $24,000.
- Outgoing CFO John Ferry announced his retirement on February 12, 2026, and will assist with the transition.
- Mr. Hazlett's background includes serving as CFO of RENA Technologies North America and senior financial roles at Eaton Corporation and Microsoft.
Willamette Valley Vineyards, Inc. announced that CFO John Ferry intends to resign from his position in May 2026. Mr. Ferry has offered to assist the Board in identifying and transitioning a successor.
🚩 Red Flags
- Planned departure of a key executive (CFO) creates temporary leadership vacuum/transition risk.
📋 Key Facts
- John Ferry (CFO) gave notice of intent to resign on February 12, 2026.
- Departure is expected in May 2026, with an exact date TBD.
- The departing CFO will assist with the identification and transition of his successor.
Willamette Valley Vineyards, Inc. held its 2025 Annual Meeting of Shareholders on July 12, 2025. The meeting resulted in the election of directors and the ratification of auditors and an equity incentive plan.
📋 Key Facts
- Annual Meeting held virtually on July 12, 2025.
- Quorum reached with 3,688,318 shares (approx. 74.29% of outstanding/eligible shares) represented.
- James Ellis elected to the Board of Directors for a term ending in 2028 (received 59.50% of votes cast).
- Baker Tilly US, LLP ratified as independent auditors for fiscal year 2025 with 99.36% approval.
- The 2025 Omnibus Equity Incentive Plan was approved by shareholders with 87.55% in favor.
Willamette Valley Vineyards, Inc. announced a change in its independent registered public accounting firm following the merger of Moss Adams LLP with Baker Tilly US, LLP. The company has appointed Baker Tilly as its successor auditor for the fiscal year ending December 31, 2025.
🚩 Red Flags
- None identified; the change is driven by a merger of the audit firm rather than company-initiated disagreement.
📋 Key Facts
- Effective June 3, 2025, Moss Adams LLP merged with Baker Tilly US, LLP.
- Moss Adams resigned as the Company's independent auditor due to the merger.
- Baker Tilly has been appointed by the Audit Committee as the successor auditor for FY ending Dec 31, 2025.
- No disagreements with Moss Adams regarding accounting principles or auditing procedures were reported.
- The audit reports for fiscal years 2024 and 2023 contained no adverse opinions, disclaimers, or qualifications.
The company has amended and restated its bylaws to allow for the separation of the roles of President and Chief Executive Officer. Previously, these roles were required to be held by the same individual.
📋 Key Facts
- Board approval date: May 27, 2024
- Amendment separates the role of President and CEO (Article V, Section 5.6).
- The Board now has the discretion to appoint a separate CEO or combine the roles.
- Filing date: June 2, 2025
Willamette Valley Vineyards, Inc. announced the appointment of Michael Osborn as Chief Executive Officer, effective May 19, 2025. Mr. Osborn, a former executive at Wine.com, will succeed Jim Bernau, who will transition to serve as President and Chair of the Board.
📋 Key Facts
- Michael Osborn appointed CEO effective May 19, 2025.
- Jim Bernau transitioning from CEO to President and Chair of the Board.
- Osborn's base salary is set at $425,000 through December 31, 2026, with future adjustments tied to CPI-W.
- Incentive structure includes a Target Incentive Bonus (TIB) based on pre-tax income exceeding $3.5 million.
- Equity compensation includes 15,000 shares of common stock and various Performance Restricted Stock Units (PSUs) tied to long-term stock price targets ($12, $15, $20, and $25 per share).
Willamette Valley Vineyards, Inc. announced the resignation of Elizabeth (Libby) Spencer from its Board of Directors, effective February 13, 2025.
📋 Key Facts
- Elizabeth (Libby) Spencer resigned from the Board of Directors on February 12, 2025.
- The resignation is effective as of February 13, 2025.
- The departure was for personal reasons and not due to any disagreement with the Company, its management, or its practices.
Willamette Valley Vineyards, Inc. announced a structural change to separate the roles of President and CEO. The current CEO, James Bernau, will step down from the CEO role once a successor is found but will remain as President and Chair of the Board.
🚩 Red Flags
- Management transition/leadership uncertainty during the search period
📋 Key Facts
- Effective date of announcement: January 3, 2025
- James Bernau to relinquish CEO title upon appointment of a successor
- Company to separate the roles of President and Chief Executive Officer
- James Bernau will retain roles as President and Chair of the Board of Directors
- The company has commenced a search for a new Chief Executive Officer
Willamette Valley Vineyards, Inc. held its 2024 Annual Meeting of Shareholders on July 13, 2024. The meeting resulted in the successful election of three directors and the ratification of Moss Adams LLP as independent auditors.
📋 Key Facts
- Annual Meeting held virtually on July 13, 2024.
- Quorum was established with 2,600,869 shares (approx. 52.4% of outstanding/eligible shares) represented.
- Craig Smith elected to board term ending 2027 (88.37% for).
- Stan Turel elected to board term ending 2027 (86.26% for).
- Sarah Rose elected to board term ending 2027 (84.86% for).
- Moss Adams LLP ratified as independent auditors for fiscal year 2024 with 97.89% approval.
Willamette Valley Vineyards, Inc. announced the appointment of Elizabeth Spencer to its Board of Directors, effective June 5, 2024.
📋 Key Facts
- Elizabeth Spencer appointed as a director on June 5, 2024.
- Ms. Spencer is assigned to 'director group I'.
- Her term expires at the Company's 2026 annual meeting of shareholders.
- Compensation will be provided according to the WVV Board Member Compensation Plan as detailed in the May 31, 2024 proxy statement.