What changed in this filing

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Item 9A. Controls and Procedures

2023-03-28 compared with 2022-03-29 · 135 added, 90 removed, 300 unchanged (43% of the section changed)

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accepted accounting principles.

Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated

under the Exchange Act and includes those policies and procedures that:

(a) pertain to the maintenance of records that, in reasonable

detail, accurately and fairly reflect the transactions and dispositions of the Companys assets;

(b) provide reasonable assurance

that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting

principles, and that the Companys receipts and expenditures are being made only in accordance with authorizations of the Companys

management and directors;

and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use or disposition of the Companys assets that could have a material effect on the Companys financial statements.

controls, no matter how well designed, have inherent limitations.

Therefore, even those systems determined to be effective can provide

only reasonable assurance with respect to financial statement preparation and presentation.

Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under

the Exchange Act and includes those policies and procedures that:

(a) pertain to the maintenance of records that, in reasonable detail,

accurately and fairly reflect the transactions and dispositions of the Companys assets;

(b) provide reasonable assurance that transactions

are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,

and that the Companys receipts and expenditures are being made only in accordance with authorizations of the Companys management

and directors;

and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition

of the Companys assets that could have a material effect on the Companys financial statements.

All internal controls, no

matter how well designed, have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable

assurance with respect to financial statement preparation and presentation.

Companys management assessed the effectiveness of the Companys internal control over financial reporting as of December 31,

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Commission (COSO) in Internal Control – Integrated Framework (2013) .

Based on this assessment, management

has concluded that, as of December 31, 2021, our internal control over financial reporting was effective.

Based on this assessment, management has

concluded that, as of December 31, 2022, our internal control over financial reporting was effective.

in Internal Control over Financial Reporting

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Leslie Copland (1)

Cara Pepper Day (1) *

of the Compensation Committee

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of the Capital Development Committee

directors hold office until the end of their terms respective annual meeting of shareholders or until their successors have

been elected and qualified.

* Joined the Board July 16, 2022

directors hold office until the end of their terms respective annual meeting of shareholders or until their successors have been

elected and qualified.

Executive officers are appointed by the Board of Directors and serve at the pleasure of the Board.

is divided into three groups (I, II, and III).

Each director shall serve for a term ending on the date of the third annual meeting

following the annual meeting at which such director was elected.

divided into three groups (I, II, and III).

Each director shall serve for a term ending on the date of the third annual meeting following

the annual meeting at which such director was elected.

are no family relationships among any of our current directors or executive officers.

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Bernau has served as the President of the Oregon Winegrowers Association and the Treasurer

of the associations Political Action Committee (PAC) and Chair of the Promotions Committee of the Oregon Wine Advisory Board,

the State of Oregons agency dedicated to the development of the industry.

of the associations Political Action Committee (PAC) and Chair of the Promotions Committee of the Oregon Wine Advisory Board, the

State of Oregons agency dedicated to the development of the industry.

In March 2005, Mr.

Bernau received the industrys

Founders Award for his service.

Bernaus qualifications to serve on the Companys Board of Directors include his

more than 30 years of leadership of the Company and his industry experience and contacts.

Bernau received the industrys Founders

Award for his service.

Bernaus qualifications to serve on the Companys Board of Directors include his more than 30 years

of leadership of the Company and his industry experience and contacts.

Smith , MBA, JD – Mr.

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Aircraft from April 2012 to November 2014.

Further, he has served in senior financial leadership positions in various Aerospace

related industries dating back to 1996.

Ferry has earned an Executive MBA from Bath University, in England, and a MA Hons

degree in Accounts/Economics from Dundee University

Further, he has served in senior financial leadership positions in various Aerospace related

industries dating back to 1996.

Ferry has earned an Executive MBA from Bath University, in England, and a MA Hons degree in

Accounts/Economics from Dundee University in Scotland.

Ellis has served as a director since July 1991.

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Vineyards and producer of Christian Brothers wines and brandy.

Ellis qualifications to serve on the Companys Board

of Directors include his prior experience as a member of the Companys senior management, as well as more than 40 years of business

Ellis qualifications to serve on the Companys Board of

Directors include his prior experience as a member of the Companys senior management, as well as more than 40 years of business

Cary has served as a director since July 2007.

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on several state and local Government committees.

Turels qualifications to serve on the Companys Board of Directors

include his more than 20 years of accounting and business management experience.

Turels qualifications to serve on the Companys Board of Directors include

his more than 20 years of accounting and business management experience.

Copland – Ms.

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development and executive coaching.

Pepper Day – Ms.

Pepper Day joined the Board on July 16, 2022.

She has spent the last 10 plus years in technology specific

to beverage alcohol with GreatVines, Andavi Solutions, and Crafted ERP by Doozy Solutions.

From February 2011 to May 2021, Ms.

Pepper Day anchored the Sales and Success teams at GreatVines rising to Director of Customer Success.

From May 2021 to November 2021

Pepper Day served as VP of Customer Success at Andavi Solutions.

In November of 2021 Ms.

Pepper Day joined the team at Crafted

ERP by Doozy Solutions.

Pepper Day holds a Bachelor of Arts degree from Linfield University in Mathematics.

She was awarded the

Willamette Valley Vineyards Bacchus Employee of the Year award in 2006.

Pepper Days qualifications to serve on the Board

include her breadth of sales, technology and beverage industry understanding and experience.

Rose joined the Board on July 16, 2022.

Rose started her career at WVV as a marketing intern and worked in the

tasting room during her time at Willamette University where she received a Bachelor of Arts in Anthropology.

Rose has 15+ years of

experience innovating and implementing marketing and event campaigns – including seven years (from 2015 – 2022) for Compass

Group at Microsoft, where she was responsible for the customer experience including storytelling, events, and communications for 40,000+

Microsoft employees on the expansive Puget Sound campus.

Rose left Microsoft to manage corporate campaigns for a technology

start up, Knackshops.com, based in Seattle.

Rose is currently a Content Strategy Manager at the University of Washington.

Rose is also on the board of ILEA (International Live Events Association), Seattle Chapter, as VP of Communications.

qualifications to serve on the Board include her marketing, event, and hospitality expertise.

Section 16(a) Reports

16(a) of the Exchange Act requires the Companys officers, directors and persons who own more than 10% of a registered class

of the Companys equity securities to file certain reports with the SEC regarding ownership of, and transactions in, the Companys

16(a) of the Exchange Act requires the Companys officers, directors and persons who own more than 10% of a registered class of

the Companys equity securities to file certain reports with the SEC regarding ownership of, and transactions in, the Companys

These officers, directors and stockholders are also required by SEC rules to furnish the Company with copies of all Section

16(a) reports that are filed with the SEC.

Based solely on a review of copies of such forms received by the Company and written

representations received by the Company from certain reporting persons, the Company believes that for the year ended December 31, 2021,

except for one Form 4 that was filed late by Stan Turel and one Form 4 that was filed late by James Bernau, all Section 16(a) reports

required to be filed by the Companys executive officers, directors and 10% stockholders were filed on a timely basis.

Based solely on a review of copies of such forms received by the Company and written representations

received by the Company from certain reporting persons, the Company believes that for the year ended December 31, 2022, except for one

Form 3 that was filed late by Sarah Rose all Section 16(a) reports required to be filed by the Companys executive officers, directors

and 10% stockholders were filed on a timely basis.

Company has adopted a code of ethics applicable to its principal executive officer, principal financial officer, principal accounting

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at www.wvv.com .

Any person may request a copy of the Companys Code of Business Conduct and Ethics, at no cost, by writing to the

Company at the following address:

Any person may request a copy of the Companys Code of Business Conduct and Ethics, at no cost, by writing

to the Company at the following address:

Valley Vineyards, Inc.

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8800 Enchanted Way SE

Company has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange

Turner, OR 97392

Company has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.

The members of the Audit Committee are Craig Smith, Sean Cary and Stan G.

All members of the Audit Committee are independent

as defined under the applicable rules and regulations of the SEC and the director independence standards of the NASDAQ Stock Market,

as currently in effect.

All members of the Audit Committee are independent as

defined under the applicable rules and regulations of the SEC and the director independence standards of the NASDAQ Stock Market, as

currently in effect.

Sean Cary serves as chair of the committee.

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Bernau, James W.,

President, Chief

President, Chief Executive

Chief Financial Officer

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an annual salary with annual increases tied to increases in the consumer price index.

Bernaus 2021 bonus is calculated as

a percentage of Company net income before taxes;

5% on the first $1.75 million of pre-tax income, and 7.5% on the pre-tax net income

over $1.75 million, not to exceed his current year base salary.

Bernaus 2022 bonus is calculated as a

percentage of Company net income before taxes;

5% on the first $1.75 million of pre-tax income, and 7.5% on the pre-tax net income over

$1.75 million, not to exceed his current year base salary.

Additionally, Mr.

Bernau participates in the employer sponsored 401(k)

Bernau participates in the employer sponsored 401(k) plan.

Pursuant to the terms of the employment agreement, the Company is to provide Mr.

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The employment agreement provides

Bernaus employment may be terminated only for cause, which is defined as non-performance of his duties or conviction

Bernaus employment may be terminated only for cause, which is defined as non-performance of his duties or conviction of

Employment Agreement – The Company and Mr.

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following table sets forth information concerning compensation of the Companys directors other than Mr.

Bernau for the fiscal

year ended December 31, 2021:

Bernau for the fiscal year

ended December 31, 2022:

Incentive Plan

Leslie Copland

Cara Pepper Day

compensation for James L.

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for their service on the Board in 2022 and are reimbursed for out-of-pocket and travel expenses incurred in attending Board meetings.

January 2009, the Board, upon recommendation of the Boards Compensation Committee (the Compensation Committee),

who had sought outside counsel regarding revision of the Companys Board Compensation Plan, adopted the final version of the revised

January 2009, the Board, upon recommendation of the Boards Compensation Committee (the Compensation Committee), who

had sought outside counsel regarding revision of the Companys Board Compensation Plan, adopted the final version of the revised

WVV Board Member Compensation Plan.

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is based solely upon statements made in filings with the SEC or other information we believe to be reliable.

otherwise noted, the address of each beneficial owner listed in the table is 8800 Enchanted Way SE

otherwise noted, the address of each beneficial owner listed in the table is 8800 Enchanted Way SE Turner, OR 97392.

Shares Outstanding

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Leslie Copland, Director

Sarah Rose, Director

Cara Pepper Day, Director

Christopher Riccardi

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Bernau and Mr.

Ellis is independent within the meaning

of the applicable rules and regulations of the SEC and the director independence standards of NASDAQ, as currently in effect.

the Board has determined that, with the exception of the Executive Committee, each of the members of each of the committees of the Board

is independent under the applicable rules and regulations of the SEC and the director independence standards of NASDAQ,

as currently in effect.

Ellis is independent within the meaning of the

applicable rules and regulations of the SEC and the director independence standards of NASDAQ, as currently in effect.

Furthermore, the

Board has determined that, with the exception of the Executive Committee, each of the members of each of the committees of the Board

is independent under the applicable rules and regulations of the SEC and the director independence standards of NASDAQ, as

currently in effect.

PRINCIPAL ACCOUNTING FEES AND SERVICES

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fees represent fees for services rendered for the audit of the Companys annual financial statements and other audit related, 401k

plan audit and review of the Companys quarterly financial statements.

plan audit, review of prospectus supplement and review of the Companys quarterly financial statements.

fees represent fees for services rendered for tax compliance, tax advice and tax planning.

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is the policy of the Company not to enter into any agreement for Moss Adams LLP to provide any non-audit services to the Company unless

(a) the agreement is approved in advance by the Audit Committee or (b) (i) the aggregate amount of all such non-audit

services constitutes no more than 5% of the total amount the Company pays to Moss Adams LLP during the fiscal year in which such services

are rendered, (ii) such services were not recognized by the Company as constituting non-audit services at the time of the engagement

of the non-audit services and (iii) such services are promptly brought to the attention of the Audit Committee and prior to the

completion of the audit were approved by the Audit Committee or by one or more members of the Audit Committee who are members of the

Board to whom authority to grant such approvals has been delegated by the Audit Committee.

The Audit Committee will not approve any agreement

in advance for non-audit services unless (1) the procedures and policies are detailed in advance as to such services, (2) the

Audit Committee is informed of such services prior to commencement and (3) such policies and procedures do not constitute delegation

of the Audit Committees responsibilities to management under the Exchange Act.

(a) the agreement is approved in advance by the Audit Committee or (b) (i) the aggregate amount of all such non-audit services constitutes

no more than 5% of the total amount the Company pays to Moss Adams LLP during the fiscal year in which such services are rendered, (ii)

such services were not recognized by the Company as constituting non-audit services at the time of the engagement of the non-audit services

and (iii) such services are promptly brought to the attention of the Audit Committee and prior to the completion of the audit were approved

by the Audit Committee or by one or more members of the Audit Committee who are members of the Board to whom authority to grant such

approvals has been delegated by the Audit Committee.

The Audit Committee will not approve any agreement in advance for non-audit services

unless (1) the procedures and policies are detailed in advance as to such services, (2) the Audit Committee is informed of such services

prior to commencement and (3) such policies and procedures do not constitute delegation of the Audit Committees responsibilities

to management under the Exchange Act.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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Amended and Restated Bylaws of Willamette Valley Vineyards, Inc.

(incorporated by reference from the Companys Current Report

on Form 8-K filed with the SEC on November 20, 2015 [File No.

(incorporated by reference from the Companys Current Report on

Form 8-K filed with the SEC on November 20, 2015 [File No.

Amended and Restated Certificate of Designation regarding the Series A Redeemable Preferred Stock (incorporated by reference from the

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31, 2019 filed with the SEC on March 11, 2020 [File No.

Agreement between Willamette Valley Vineyards, Inc.

E mployment Agreement between Willamette Valley Vineyards, Inc.

Bernau dated August 3, 1988 (incorporated by reference from the

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and Cathy Bernau (incorporated by reference from the Companys Regulation A Offering Statement on Form 1-A [File No.

Code of Ethics (incorporated by reference from the Companys Proxy Statement on Schedule

14A, filed on June 30, 2004)

Code of Ethics (incorporated by reference from the Companys Proxy Statement on Schedule 14A, filed on June 30, 2004)

Consent of Moss Adams LLP, Independent Registered Public Accounting Firm (Filed herewith)

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Certification of John Ferry pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Furnished, not filed, herewith)

following financial information from the Corporations Annual Report on Form 10-K for the year ended December 31, 2021,

furnished electronically herewith, and formatted in iXBRL (Inline Extensible Business Reporting Language);

(i) Consolidated Balance

(ii) Consolidated Statements of Income;

(iii) Consolidated Statements of Shareholders Equity;

(iv) Consolidated

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Furnished, not filed, herewith)

The following financial information from the Corporation’s

Annual Report on Form 10-K for the year ended December 31, 2022, furnished electronically herewith, and formatted in iXBRL (Inline Extensible

Business Reporting Language);

(i) Balance Sheets;

(ii) Statements of Operations;

(iii) Statements of Shareholders’ Equity;

Statements of Cash Flows;

and (v) Notes to Consolidated Financial Statements, tagged as blocks of text.

and (v) Notes to Financial Statements.

(Filed herewith)

The cover page from the Companys Annual Report on Form 10-K

for the year ended December 31, 2021 has been formatted in Inline XBRL

The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 has been formatted in Inline XBRL

exhibits listed under Item 15(a)(3) hereof are filed as part of this Form 10-K, other than Exhibits 32.1 and 32.2, which shall be

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of the Board,

March 28, 2023

Executive Officer)

Financial Officer

March 28, 2023

Accounting Officer)

March 28, 2023

Leslie Copland

March 28, 2023

/s/ Sarah Rose

March 28, 2023

/s/ Cara Pepper Day

March 28, 2023

Cara Pepper Day

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures