UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): June 23, 2010


The Boston Beer Company, Inc.

(Exact name of registrant as specified in its charter)


Massachusetts
(State or other jurisdiction
of incorporation)

001-14092
(Commission
File Number)

04-3284048
(IRS Employer
Identification No.)


One Design Center Place, Boston, MA
(Address of principal executive offices)

02210
(Zip Code)


Registrant's telephone number, including area code (617) 368-5000


Check the appropriate box below if the Form 8-K 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© under the Exchange Act
(17 CFR 240.13e-4(c))



Item 8.01.    Other Events.


Acting upon the recommendation of the Compensation Committee, the Board of Directors of the Company has unanimously changed its cash compensation arrangements for non-employee Directors. Director equity-based compensation remains unchanged. The cash compensation schedule, which is effective as of June 1, 2010, is set forth below:


Applies to:

Payment For:

Prior to
6/1/2010

In effect
6/1/2010

When Payable

All Non-Employee
Directors

Annual Retainer

$7,500

$12,500

Upon election to
Board

Chair of Audit
Committee

Annual Retainer

$11,000

$13,000

Upon appointment

Chair of Compensation
Committee

Annual Retainer

$2,500

$6,000

Upon appointment

Chair of Nominating/
Governance
Committee

Annual Retainer

$2,500

$4,500

Upon appointment

Members of Audit
Committee (other than
Chair)

Annual Retainer

$9,000

$10,000

Upon appointment
to Audit Committee

Members of Other
Standing Committees
(other than Chair)

Annual Retainer

$500

$2,000

Upon appointment
to a standing
committee other
than Audit
Committee

All Non-Employee
Directors

Attendance at
Regular Board
Meeting in person

$3,000

$4,000

After attendance at
meeting

All Non-Employee
Directors

Attendance at
Regular Board
Meeting by
telephone

$1,000

$2,000

After attendance at
meeting

All Non-Employee
Directors

Attendance at
Special Board
Meetings by
telephone

-

$1,000

After attendance at
meeting

All Committee
Members

Attendance at
Committee Meeting
in person

$750

$1,000

After attendance at
meeting

All Committee
Members

Attendance at
Committee Meeting
by telephone

$200

$750

After attendance at
meeting




2


The amount of the annual retainers shall be pro-rated if a non-employee Director is elected to the applicable position at a time other than at the Annual Meeting.


The holder of all of the Company’s Class B Common Stock has also approved this new compensation arrangement.


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.


 

The Boston Beer Company, Inc.
(Registrant)

 

 

 

 

Date: June 25, 2010

/s/ Martin F. Roper

 

Martin F. Roper
Chief Executive Officer
(Signature)*


*Print name and title of the signing officer under his signature.



3