What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-26 compared with 2023-03-28 · 167 added, 166 removed, 269 unchanged (55% of the section changed)

7 unchanged sentences

concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures are effective

to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act (1) is recorded, processed,

summarized, and reported within the time periods specified in the SECs rules and forms, and (2) is accumulated and communicated

to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act:

(1) is recorded, processed,

summarized, and reported within the time periods specified in the SECs rules and forms;

and (2) is accumulated and communicated

to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions

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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.

(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.

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

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway

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

Based on this assessment, management has

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

Commission in Internal Control – Integrated Framework (2013) .

Based on this assessment, management has concluded that, as

of December 31, 2023, our internal control over financial reporting was effective.

in Internal Control over Financial Reporting

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Turel (1)(2)(3)(4)

Leslie Copland (1)

Cara Pepper Day (1)

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of the Capital Development Committee

* 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.

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.

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

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.

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

Set forth below is additional information as to

Set forth below is additional information about

each director and executive officer of the Company.

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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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and educational institutions including the Salem Keizer School Board, Chemeketa Community College Board of Education, Oregon State Fair

Council, State Fair Dismissal Appeals Board, Mid-Willamette Valley Council of Governments, Oregon School Boards Association and the United

Council, Oregon Fair Dismissal Appeals Board, Mid-Willamette Valley Council of Governments, Oregon School Boards Association and the United

Now retired Mr.

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to serve on the Companys Board of Directors include his financial and accounting experience.

Ferry has served as Chief Financial Officer since September 2019, has previously served as President of Contact Industries,

a wood products based OEM supplier from November 2014 until July 2019.

He has also served as CFO of Lifeport Inc.

a division of Sikorsky

Aircraft from April 2012 to November 2014.

Ferry has served as Chief Financial Officer of the Company since September 2019, and served as President of Contact

Industries, a wood products-based OEM supplier, from November 2014 until July 2019.

He served as CFO of Lifeport Inc., a division of

Sikorsky Aircraft, from April 2012 to November 2014.

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

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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.

Copland – Ms.

Copland has served as a director since September 2019.

Copland owns Leslie Copland Leadership and previously worked

as Vice President Learning and Development for WE Communications.

She holds a Masters degree in Applied Behavioral Science from

the Leadership Institute of Seattle and a B.A, in Art History with minor in Psychology from George Washington University.

qualifications to serve on the Companys Board of Directors include her extensive business experience and expertise in organizational

development and executive coaching.

Turels qualifications to serve on the Companys Board of Directors

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

Pepper Day – Ms.

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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.

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

From May 2021 to November 2021 Ms.

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 joined the team at Crafted ERP by Doozy

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.

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.

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.

While she also spent

some time working for a start-up (2023-2023), she has rejoined the food and hospitality industry once again at Compass Group at Amazon,

responsible for the events, marketing and storytelling across the enterprise at Amazon.

Rose is also on her local schools

PTA board in Communications.

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

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

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, 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.

Section 16(a) of the Exchange Act requires the Company’s

officers, directors and persons who own more than 10% of a registered class of the Company’s equity securities to file certain reports

with the SEC regarding ownership of, and transactions in, the Company’s securities.

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 except for one Form 4 that was filed late by Jim Bernau, all Section 16(a) reports required to be filed by the

Company’s executive officers, directors and 10% stockholders were filed on a timely basis for the year ended December 31, 2023.

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

officer or controller, or persons performing similar functions, which is a code of ethics as defined by applicable rules

officer or controller, or persons performing similar functions, which is a code of ethics as defined by applicable SEC

A copy of the Companys Code of Business Conduct and Ethics is posted on the Companys web site, www.wvv.com .

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Code of Business Conduct and Ethics requiring disclosure under applicable SEC rules, if any, will be disclosed on the Company website.

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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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.

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

Sean Cary serves as chair of the committee.

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Smith is 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.

NASDAQ, as currently in effect.

EXECUTIVE COMPENSATION

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compensation information is as follows:

Compensation Table

Summary Compensation Table

Incentive Plan

Principal Position

Bernau, James W.,

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Bernau are parties to an employment agreement dated August 3, 1988, as amended on

February 20, 1997, in January of 1998, in November 2010, and again on November 8, 2012.

Under the amended agreement, Mr.

Bernau is paid

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

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.

February 20, 1997, in January of 1998, in November 2010, and again on November 8, 2012 (the Bernau Employment Agreement).

Under the Bernau Employment Agreement, Mr.

Bernau is paid an annual salary with annual increases tied to increases in the consumer price

Bernaus 2023 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 pre-tax net income over $1.75 million, not to exceed his current yearly base salary.

Additionally, Mr.

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

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

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

Pursuant to the Bernau Employment Agreement, the Company provides

Bernau with housing on the Companys property.

Bernau resides in the estate house, free of rent, which is also used to accommodate overnight stays for Company guests.

resides in the residence for the convenience of the Company and must continue to reside there for the duration of his employment in order

to provide additional security and lock-up services for late evening events at the Winery and Vineyard.

The employment agreement provides

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

Bernau resides in the estate house, free of rent, which is also used to

accommodate overnight stays for Company guests.

Bernau resides in the residence for the convenience of the Company and must continue

to reside there for the duration of his employment in order to provide additional security and lock-up services for late evening events

at the Estate Winery.

The Bernau Employment Agreement provides that Mr.

Bernaus employment may be terminated only for cause, which

is defined as non-performance of his duties or conviction of a crime.

Employment Agreement – The Company and Mr.

Ferry are parties to an employment agreement dated September 11, 2019.

agreement Mr.

Ferry is paid an annual salary that is reviewed and subject to adjustment by the Board annually.

Ferry is also eligible

to receive an annual performance based incentive payment that is reviewed and subject to adjustment.

Ferry are parties to an employment agreement dated September 11, 2019 (the Ferry

Employment Agreement).

Under the Ferry Employment Agreement, Mr.

Ferry is paid an annual salary that is both reviewed and subject

to adjustment annually.

Ferry is also eligible to receive an annual performance-based incentive payment that is reviewed and subject

to adjustment.

Ferry is also due a retention payment of $150,000 if he is with the Company through April 30, 2026.

Equity Awards at Fiscal Year-End

were no equity awards or other equity awards held by our named executive officers outstanding as of December 31, 2023.

Payments Upon Termination or Change In Control

In the event of a change in control of the Company,

Ferry would be entitled to receive one year’s salary.

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

Bernau for the fiscal year

ended December 31, 2022:

Bernau for the fiscal

year ended December 31, 2023:

Incentive Plan

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Cara Pepper Day

(1) Leslie Copeland resigned from the Board on July

compensation for James L.

Ellis includes a monthly stipend for ongoing consultation services as well as serving as administrator of any

potential employee complaint that might rise to the board of directors level.

The members of the Board received cash compensation

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

WVV Board Member Compensation Plan.

Under the terms of the revised plan, any Board member may elect not to receive any or all of the

compensation components.

The Board also reserved the right to suspend this plan at any time on the basis of prevailing economic conditions

and their impact on the company.

The basic elements of the revised plan are:

$1,000 yearly stipend for service on the Board, $500 per

Board meeting attended in person, $250 per Board meeting via teleconference, $200 per committee meeting in person and $100 per committee

meeting via teleconference.

A set per diem for expenses associated with meeting attendance, as well as a yearly wine allowance were also

potential employee complaint that might rise to the Boards level.

The members of the Board received cash compensation for their

service on the Board in 2023 and are reimbursed for out-of-pocket and travel expenses incurred in attending Board meetings.

January 2009, the Board, upon the recommendation of 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 (the Board

Compensation Plan).

The Board Compensation Plan was updated at the Board meeting in February 2024 (the Revised Plan).

Under the terms of the Revised Plan, any Board member may elect not to receive any or all of the compensation components.

The Board also

reserved the right to suspend this plan at any time based on prevailing economic conditions and their impact on the Company.

Plan stipulates that each director receive:

(i) a $1,000 yearly stipend for service on the Board;

(ii) $500 per Board meeting;

$200 per committee meeting.

and Practices for Granting Certain Equity Awards

noted below, we do not have any active equity compensation plans, and no options or other equity awards are outstanding.

We do not currently

have any plans to issue any such awards.

If and when we begin issuing such awards, we will take precautions reasonably designed to ensure

we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Compensation Plan Information

Company does not have active equity compensation plans and no options or other equity awards outstanding.

Company does not have any active equity compensation plans, and no options or other equity awards are outstanding.

Ownership of Certain Beneficial Owners and Management

following table sets forth certain information with respect to beneficial ownership of the Companys Common Stock as of March 26,

2023, by (i) each person who beneficially owns more than 5% of the Companys Common Stock, (ii) each Director of the Company, (iii)

each of the Companys named executive officers, and (iv) all directors and executive officers as a group.

(i) each person who beneficially owns more than 5% of the Companys Common Stock;

(ii) each Director of the Company;

each of the Companys named executive officers;

and (iv) all directors and executive officers as a group.

Except as indicated in

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Craig Smith, Director

Leslie Copland, Director

Sarah Rose, Director

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than one percent

percentage of outstanding shares of common stock is calculated out of a total of 4,964,529 shares of common stock outstanding as of March

percentage of outstanding shares of common stock is calculated based on 4,964,529 shares of Common Stock outstanding as of March 26,

Shares owned do not include ownership of preferred stock shares.

6 unchanged sentences

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Company did not participate in any transactions with related persons for the year ended December 31, 2022 that had a direct or indirect

material interest in an amount exceeding $120,000 and there are no currently proposed transactions with related persons that exceed $120,000.

Company did not participate in any transactions with related persons for the year ended December 31, 2023 or 2022 that had a direct or

indirect material interest in an amount exceeding $120,000 and there are no currently proposed transactions with related persons that

exceed $120,000.

proposed transactions between the Company and its officers, directors, and principal shareholders are required be approved by a disinterested

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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.

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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to management under the Exchange Act.

In the fiscal years ended December 31, 2023 and 2022 all of the services performed by Moss Adams

LLP were pre-approved by the audit committee.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

following documents are filed as part of this report:

(1) Financial

Index to Financial Statements in Item 8 of this Annual Report on Form 10-K.

(2) Financial

Statement Schedules

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Statement on Form 1-A [File No.

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.

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

Companys Current Report on Form 8-K filed with the SEC on March 16, 2016 [File No.

Description of Common Stock (incorporated by reference from the Companys Annual Report on Form 10-K for the fiscal year ended December

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.

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

the Companys Current Report on Form 8-K filed with the SEC on March 16, 2016 [File No.

of Common Stock (incorporated by reference from the Companys Annual Report on Form 10-K for the fiscal year ended December

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

E mployment Agreement between Willamette Valley Vineyards, Inc.

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

Companys Regulation A Offering Statement on Form 1-A [File No.

Employment Agreement between Willamette Valley Vineyards, Inc.

and John Ferry dated September 11, 2019 (incorporated by reference from the

Companys Current Report on Form 8-K filed with the SEC on September 16, 2019 [File No.

Agreement between Willamette Valley Vineyards, Inc.

Bernau dated August 3, 1988 (incorporated by reference from

the Companys Regulation A Offering Statement on Form 1-A [File No.

Agreement between Willamette Valley Vineyards, Inc.

and John Ferry dated September 11, 2019 (incorporated by reference from

the Companys Current Report on Form 8-K filed with the SEC on September 16, 2019 [File No.

Note and Loan Agreement dated May 28, 1992 by and between Northwest Farm Credit Services, Willamette Valley Vineyards, Inc.

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)

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)

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);

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

(Furnished, not filed, herewith)

Clawback Policy (Filed herewith)

following financial information from the Corporations Annual Report on Form 10-K for the year ended December 31, 2023, furnished

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

(i) Balance Sheets;

(ii) Statements of Operations;

(ii) Statements

of Operations;

(iii) Statements of Shareholders Equity;

Statements of Cash Flows;

(iv) Statements of Cash Flows;

and (v) Notes to Financial Statements.

(Filed herewith)

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

deemed furnished.

financial statement schedules are omitted either because they are not required, not applicable or the required information is included

in the financial statements or notes thereto.

cover page from the Companys Annual Report on Form 10-K for the year ended December 31, 2023 has been formatted in Inline

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 deemed furnished.

financial statement schedules are omitted either because:

(i) they are not required;

(ii) they are not applicable;

or (iii) the required

information is included in the financial statements or notes thereto.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

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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