ADMINISTRATIVE PROCEEDING
File No. 3-20451

August 4, 2021 - The Securities and Exchange Commission today announced settled charges against publicly-traded National Beverage Corp. for failing to adequately evaluate and disclose in its annual proxy statements certain executive perquisites related to the use of an aircraft by its Chief Executive Officer.

According to the SEC's order, from 2016 through 2020, National Beverage's CEO took trips on a corporate aircraft, as well as charter flights that were paid for by National Beverage, that were not integrally and directly related to the CEO's job duties. The order finds that National Beverage did not track or analyze whether flights taken by the CEO were integrally and directly related to his job duties, and failed to disclose as compensation the costs of certain flights that should have been disclosed. As stated in the order, National Beverage did not have controls or procedures in place to identify and analyze potential perquisites for disclosure in its proxy statements and Forms 10-K for fiscal years 2016 through 2020. The order also finds that National Beverage did not train employees in key roles to ensure that perquisites were adequately identified for analysis and, where appropriate, disclosed. According to the order, National Beverage understated its CEO's compensation by a total of approximately $732,647 during the relevant period.

Pursuant to the order, National Beverage has agreed to cease and desist from violating the proxy disclosure and reporting rules and to pay a penalty of $481,920.

The SEC's investigation was conducted Adam S. Ross and Michael F. D'Angelo, and was supervised by Mary S. Brady and Jason J. Burt of the SEC's Denver office.