UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE
Schedule 14A

PROXY STATEMENT PURSUANT TO SECTIONProxy Statement Pursuant to Section 14(a) OFof the Securities Exchange Act of 1934
THE SECURITIES EXCHANGE ACT OF 1934(AMENDMENT NO. _______)

(Amendment No. )
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oPreliminary Proxy Statement
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oSoliciting Material Pursuant to §240.14a-12
o Preliminary Proxy Statement


o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
WILLAMETTE VALLEY VINEYARDS, INC.
x Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material under § 240.14a-12
Willamette Valley Vineyards, Inc.
(Name of Registrant as Specified in itsIn Its Charter)
 
 (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Notice of a Specialthe Annual Meeting of the Holders of Series A Redeemable Preferred StockStockholders

To be held: Sunday, February 28,July 10, 2016

Dear Shareholders,

You are cordially invited to a Specialthe 2016 Annual Meeting of Holders of the Series A Redeemable Preferred StockShareholders (“SpecialAnnual Meeting”) of Willamette Valley Vineyards, Inc., which will be held at our winery at 8800 Enchanted Way S.E., Turner, Oregon 97392, on Sunday, February 28,July 10, 2016, beginning at 11:00 p.m., local time. The SpecialAnnual Meeting will be held for the following purposes:

 1.To consider and vote upon a proposal to amendelect nine members to our Board of Directors with staggered terms ending at the Certificate of Designation of the Preferences, Limitationsannual meetings in 2017, 2018 and Relative Rights of the Series A Redeemable Preferred Stock (the “Certificate of Designation”) to increase the number of authorized preferred stock of the Company that is designated as Series A Redeemable Preferred Stock from 1,445,783 shares to 2,857,548 shares;2019;
 2.To consider and vote upon a proposal to amendratify the Certificateappointment by the Board of Designation to allowDirectors of Moss Adams LLP as the Company to further increase the number of shares of preferred stock designated as Series A Redeemable Preferred Stock up to the total number of authorized shares of preferred stockindependent registered public accounting firm of the Company less any shares previously designated as part of a different series of preferred stock withoutfor the further approval of the holders of the Series A Preferred Stock;year ending December 31, 2016; and
 3.To transact such other business as may properly come before the Special Meetingmeeting or any adjournmentpostponements or postponement thereof.adjournments of the meeting.

The foregoing items of business are more fully described in the Proxy Statementproxy statement (the “Proxy Statement”) that accompanies this Notice.

Our Board of Directors fixed February 1,May 10, 2016as the record date for the determination of shareholders entitled to notice of and to vote at the SpecialAnnual Meeting and any postponements or adjournments of the meeting, and only holdersshareholders of record of the Company’s Series A Redeemable Preferred Stock at the close of business on that date are entitled to this notice and to vote at the SpecialAnnual Meeting.Holders of the common stock of the Company are not entitled to vote their common stock at the Special Meeting. A list of shareholders entitled to vote at the SpecialAnnual Meeting will be available at the meeting and at our offices for ten days prior to the meeting.

We hope that you will use this opportunity to take an active part in our affairs by voting on the business to come before the SpecialAnnual Meeting, either by executing and returning the enclosed Proxy Ballotproxy ballot or by casting your vote in person at the meeting. An electronic version of the 2016 Proxy Statement accompanying this noticeand Annual Report is available at this web address: www.wvv.comwvv.com/annualmeeting.  Whether or not you plan to attend in person, please sign, date and return your Proxy byusing one of the methods outlined in the Proxy Statement – internet, regular mail, or in person to the Company.telephone. The prompt return of your proxy card will assist us in preparing for the SpecialAnnual Meeting. If you receive more than one proxy card because you own shares of Series A Redeemable Preferred Stock registered in different names or addresses, each proxy card should be completed and returned.
 
 
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Jim Bernau
Jim Bernau
President and Chairperson of the
Board of Directors
 
Turner, Oregon
May 16, 2016




 
 
 
 
Turner, Oregon
February 4, 2016
CONTENTS

1.INTRODUCTION
1
   
1.1General
1
   
1.2Solicitation, Voting and Revocability of Proxies
2
   
2.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
3
   
3.PROPOSAL NO. 1
4
   
4.PROPOSAL NO. 2
5
   
5.RESULTS OF THE SPECIAL  MEETING
7
   
6.SHAREHOLDER PROPOSALS FOR ANNUAL MEETING
7
   
7.HOUSEHOLDING
8
   
8.COST OF SOLICITATION
8
   
9.ADDITIONAL INFORMATION
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PROXY STATEMENT
for the
SPECIALANNUAL MEETING OF HOLDERS OF SERIES A REDEEMABLE PREFERRED STOCK
SHAREHOLDERS TO BE HELD ON FEBRUARY 28,JULY 10, 2016

1.           INTRODUCTION
1.           INTRODUCTION
1.1           General

This proxy statement (the “Proxy Statement”) and the accompanying proxy ballot are being furnished to the holders of Series A Redeemable Preferred Stockshareholders of Willamette Valley Vineyards, Inc., an Oregon corporation (the “Company”), as part of the solicitation of proxies by the Company’s Board of Directors (the “Board” or the “Board of Directors”) from holdersshareholders of record of outstanding shares of the Company’s Series A Redeemable Preferred Stock,common stock, no par value (the “Series A Preferred“Common Stock”), for use in voting at the Company’s SpecialAnnual Meeting of Holders of Series A PreferredShareholders to be held on  February 28,July 10, 2016 at 11:00 PM at Willamette Valley Vineyards, 8800 Enchanted Way SE, Turner, Oregon 97392 and at any adjournments or postponements thereof (the “Special“Annual Meeting”).

Important Notice Regarding the Availability of Proxy Materials
for the SpecialShareholder Meeting to be Held on February 28,July 10, 2016
 
Pursuant to rules of the Securities and Exchange Commission (the “SEC”), we have elected to provide internet access to our proxy materials both by sending you this full set of proxy materials, including a proxy card,statement and by notifying youannual report rather than distributing hardcopies of the availabilitymeeting materials. This reduces postage, printing expense and paper waste and is part of our proxy materials onefforts to eliminate unnecessary expenses and conserve the Internet.environment. This Proxy Statement is available at www.wvv.comwvv.com by clicking on the “Investor Relations” tab.tab or wvv.com/annualmeeting. In accordance with SEC rules, our proxy materials posted on our website under the “Investor Relations” tab do not contain any cookies or other tracking features.
 
At the SpecialAnnual Meeting, holders of the Series A Preferred Stockshareholders will be asked to consider and vote upon the following:

 (i)To amend the Certificate of Designationelect nine members of the Preferences, LimitationsBoard of Directors with staggered terms ending at the annual meetings in 2017, 2018 and Relative Rights of the Series A Redeemable Preferred Stock (the “Certificate of Designation”) to increase the number of authorized shares of preferred stock designated as Series A Preferred Stock from 1,445,783 to 2,857,548;2019;
 (ii)To amendratify the Certificate of Designations to allowappointment by the Company to further increase the total number of shares of preferred stock designated as Series A Preferred Stock upon approval of the Company’s Board of Directors up toof Moss Adams  LLP as the total number of authorized preferred stock not otherwise designated as a separate series of preferred stock without any further approval by the holdersindependent registered  public accounting firm of the Series A Preferred Stock;Company for the year ending December 31, 2016; and
 (iii)To transact such other business as may properly come before the Special Meetingmeeting or any adjournment or postponementadjournments thereof.

ThisThe Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting (the “Notice of Internet Availability”), which contains information as to how shareholders can access this Proxy Statement together with the enclosedand a proxy ballot , is first being mailed to the holders of the Company’s Series A Preferred Stockshareholders on or about February 4,May 16, 2016.

Your vote is important. Accordingly, whether or not you plan to attend the SpecialAnnual Meeting, please sign and return the proxy ballot as soon as possible. Shares of Series A Preferred Stock can be voted at the SpecialAnnual Meeting only if the holder is present in person or by proxy. If you receive more than one proxy card because your shares are registered in different names or at different addresses, please sign and return each such proxy so that all of your shares will be represented at the SpecialAnnual Meeting.Holders of the Company’s common stock will not be entitled to vote their common stock at the Special Meeting.

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1.2           Solicitation, Voting and Revocability of Proxies

The Board of Directors has fixed the close of business on February 1,May 10, 2016 as the record date for the determination of the holders of Series A Preferred Stockshareholders entitled to notice of and to vote at the SpecialAnnual Meeting. Accordingly, only holders of record of Series A PreferredCommon Stock at the close of business on such date will be entitled to vote at the SpecialAnnual Meeting, with each such share of Series A Preferred Stock entitling its owner to one vote on all matters properly presented at the SpecialAnnual Meeting. On the record date, there were 2,1415,790 registered and/or beneficial holders holding 1,424,8415,005,716 shares of Series A PreferredCommon Stock.  The presence, in person or by proxy, of a majority of the total number of outstanding shares of Series A PreferredCommon Stock entitled to vote at the SpecialAnnual Meeting is necessary to constitute a quorum at the SpecialAnnual Meeting.

Holders of Series A Preferred StockShareholders can vote on matters that properly come before the proposals to be considered the SpecialAnnual Meeting in one of four ways:
 
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Voting by mail:
 
Holders of Series A Preferred StockShareholders may vote by marking, signing and dating the proxy card and mailing it in the enclosed, prepaid and addressed envelope or otherwise mailing it to the Company at our mailing address on the cover page of this Proxy Statement prior to the SpecialAnnual Meeting.
 
Voting in person at the meeting.
 
Holders of the Company’s Series A Preferred StockShareholders may also vote in person at the meeting. However, shareholders who hold their shares of Series A Preferred Stock in street name (in the name of a bank or some other nominee), must request and receive a legal proxy from the record owner prior to the meeting in order to vote at the meeting.
 
Voting on the Internet.
 
Shareholders may vote their shares of Series A PreferredCommon Stock by going to www.proxyvote.comotrtransfer.com/olink and following the instructions. Shareholders should have their proxy card in hand when accessing the website.
 
Voting by Telephone.
 
Shareholders may vote by calling the toll-free number listed on the proxy card from any touch-tone telephone and following the instructions. Shareholders should have your proxy card in hand when calling.
 
Shareholders, who own their shares of Series A Preferred Stock through a brokerage account or in other nominee form, should follow the instructions received from the record holder to see which voting methods are available.
 
Each enclosed proxy gives discretionary authority to the persons named therein with respect to any amendments or modifications of the Company proposals and any other matters that may be properly proposed at the SpecialAnnual Meeting. The shares represented by all valid unrevoked proxies returned in time to be voted at the SpecialAnnual Meeting will be voted in accordance with the instructions marked therein.  EXECUTED BUT UNMARKED PROXIES WILL BE VOTED FOR EACHTHE ELECTION OF THE PROPOSALS TO AMENDDIRECTORS NAMED IN THE CERTIFICATEPROXY AND FOR THE RATIFICATION OF DESIGNATION.THE COMPANY’S AUDITORS.  If any other matter(s) properly comes before the Annual Meeting, the proxies solicited hereby will be exercised in accordance with the reasonable judgment of the proxy holders named therein. If the meeting is adjourned or postponed, your shares will be voted by the proxy holders on the new meeting date as well, unless you have revoked your proxy instructions before that date. Under Oregon law, shareholders are not entitled to dissenters’ rights with respect to any of the proposals set forth in this Proxy Statement.

The presence of a shareholder at the SpecialAnnual Meeting will not automatically revoke such shareholder's proxy. A shareholder may, however, revoke a proxy at any time prior to its exercise by filing a written notice of revocation with, or by delivering a duly executed proxy bearing a later date to: Company Secretary, Willamette Valley Vineyards, Inc., 8800 Enchanted Way S.E., Turner, Oregon 97392, or by attending the SpecialAnnual Meeting and voting in person. Attending the SpecialAnnual Meeting in and of itself will not revoke previously given proxies. In order to be effective, all revocations and later-filed proxies not delivered in person at the SpecialAnnual Meeting must be delivered to the Company at the address listed above not later than 5:00 p.m. local time, on Friday, February 26,July 8, 2016.  A holder of Series A Preferred Stockshareholder who attends the meeting need not revoke a previously executed proxy and vote in person unless the shareholder wishes to do so. All valid, unrevoked proxies will be voted at the SpecialAnnual Meeting.

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A proxy marked as abstaining will be treated as present for the purpose of determining whether there is a quorum for the SpecialAnnual Meeting, but will not be counted as voting on any matter as to which abstinence is indicated. Amendments to the Certificate of Designation will be approved only ifIf a majorityquorum exists, directors are elected by a plurality of the votes cast by the shares entitled to vote, while action on a matter other than the election of Series A Preferred Stock are in favordirectors is approved if the votes cast by the shares entitled to vote favoring the action exceed the votes cast opposing the action. Consequently, assuming the presence of such amendment.. Consequently,a quorum, abstentions will havenot affect the same effect as a vote cast against eachresults of the proposals presentedmatters to be affected at the SpecialAnnual Meeting.

Because neither of the proposals being presented at the Special Meeting are routine matters, there will not be any brokerA Broker "non votes.vote," If your shares are held throughwhich occurs when a broker or other nominee holder, such as a bank, submits a proxy representing your Series A Preferred shares willthat another person actually owns, and that person has not be submitted unless you providegiven voting instructions on a non-routine matter or matters to the broker or other nominee holder, with regardwill be treated as present for purposes of determining whether there is a quorum for the Annual Meeting. Pursuant to thoseapplicable regulations if a shareholder does not give voting instructions to his/her broker, such broker will not be permitted to vote the shareholder’s shares of Series A Preferred Stock.Common Stock with respect to Proposal 1 described in this Proxy Statement. We expect that banks and brokers will be allowed to exercise discretionary authority for beneficial owners who have not provided voting instructions with respect to the vote to ratify the Company’s selected independent registered public accounting firm in Proposal 2.

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The Company will pay the cost of its proxy solicitation. In addition to the use of the mails, proxies may be solicited personally, by telephone or by email by directors, officers and employees of the Company, who will not be specially compensated for such activities. Your cooperation in promptly completing and returning the enclosed proxy to vote your shares of Series A PreferredCommon Stock will help to avoid additional expense.

If you are a holdershareholder of record of Series A Preferred Stock and you plan to attend the SpecialAnnual Meeting, please indicate this when you vote. If you are a beneficial owner of shares of Series A PreferredCommon Stock held by a bank, broker or other nominee, you will need proof of ownership to be admitted to the meeting. A recent brokerage statement or letter from the bank, broker, or other nominee, are examples of proof of ownership. If you want to vote in person your shares of Company’s Series A PreferredCommon Stock held in street name, you will have to obtain a proxy, executed in your favor, from the holder of record. You may be asked to provide proof of identification to gain entry to the SpecialAnnual Meeting.

1.3           Directors and Executive Officers

The following table sets forth the names of each of our executive officers, each of the members of the Board of Directors, and each such person’s position with the Company and age.   Our bylaws permit our Board of Directors to establish by resolution the authorized number of directors, which shall be between two and 11 directors. The Board is currently comprised of nine members.  Each current director is a nominee for election as a director.

NameGroup NumberPosition(s) with the CompanyAge
James W. Bernau (3)IChairperson of the Board,62
President and Director
Craig Smith (2)(3)IISecretary and Director69
Richard F. Goward Jr.Chief Financial Officer61
James L. Ellis (3)IIIDirector71
Sean M. Cary (2)IDirector43
Christopher Sarles (1)IDirector51
Betty M. O’Brien (1)IIDirector73
Stan G. Turel (2)(3)IIDirector68
Jonathan Ricci (1)IIIDirector48
Heather WestingIIIDirector57
(1) Member of the Compensation Committee
(2) Member of the Audit Committee
(3) Member of the Executive Committee
All directors hold office until the end of their term’s respective annual meeting of shareholders or until their successors have been elected and qualified. 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; provided, that each director initially appointed to Group I shall serve for an initial term expiring at our first annual meeting of stockholders following the Annual Meeting; each director initially appointed to Group II shall serve for an initial term expiring at our second annual meeting of stockholders following the Annual Meeting; and each director initially appointed to Group III shall serve for an initial term expiring at our third annual meeting of stockholders following the Annual Meeting.  

Except for Mr. Goward’s stepdaughter who is married to Mr. Smith’s son, there are no family relationships among any of our current directors or executive officers. Executive officers are appointed by the Board of Directors and serve at the pleasure of the Board of Directors. Set forth below is additional information as to each director and executive officer of the Company.

James W. Bernau – Mr. Bernau has been President and Chairperson of the Board of Directors of the Company since its inception in May 1988. Mr. Bernau, an Oregon winegrower, originally established Willamette Valley Vineyards as a sole proprietorship in 1983, and he co-founded the Company in 1988 with Salem grape grower, Donald Voorhies. From 1981 to September 1989, Mr. Bernau was Director of the Oregon Chapter of the National Federation of Independent Businesses (“NFIB”), an association of 15,000 independent businesses in Oregon. Mr. Bernau has served as the President of the Oregon Winegrowers Association and the Treasurer of the association’s Political Action Committee (PAC) and Chair of the Promotions Committee of the Oregon Wine Advisory Board, the State of Oregon’s agency dedicated to the development of the industry. In March 2005, Mr. Bernau received the industry’s Founder’s Award for his service. Mr. Bernau’s qualifications to serve on the Company’s Board of Directors include his more than 30 years of leadership of the Company and his industry experience and contacts.
 
 
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Craig Smith, MBA, JD – Mr. Smith has served as a director since October 2007 and as Secretary since 2009.  For over 20 years Mr. Smith served as the Vice President/Chief Financial Officer of Chemeketa Community College in Salem, Oregon. He was an Adjunct Professor at the Atkinson Graduate School of Management at Willamette University, as well as Managing Partner of Faler, Grove, Mueller & Smith, a large local CPA firm. He has served on many State of Oregon commissions and as the Board Chairperson for many of the local non-profit 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 Way. Mr. Smith is a member of the Oregon State Bar and a retired Certified Public Accountant. Mr. Smith’s qualifications to serve on the Company’s Board of Directors include his financial and accounting experience.

Richard F. Goward Jr., CPA, CMA, MBA – Mr. Goward has been the Company’s Chief Financial Officer since May of 2013.  Prior to being appointed, Mr. Goward served as Chief Financial Officer for Oregon’s largest city, the City of Portland, a position he retired from after serving from April 2010 to May 2013.  From June 1997 to April 2010, Mr. Goward served as Chief Financial Officer at Salem-Keizer Public Schools, the second largest school district in the State of Oregon.  From November 1986 to June 1997, Mr. Goward worked at Chemeketa Community College as manager of the Business Office and Director of Auxiliary Services.  Mr. Goward has also worked as a partner in Faler, Grove, Mueller & Smith CPAs, has 26 years of experience as an officer in the United States Navy and Navy Reserve; retiring at the rank of Captain, for 20 years was an Adjunct Professor in Accounting at Willamette University’s Atkinson Graduate School of Management and has served on many community boards and committees.  Mr. Goward is licensed as a CPA in the State of Oregon and is a Certified Management Accountant.  He holds a Bachelor of Science Degree in Business from Oregon State University and a Master of Business Administration from Willamette University.

James L. Ellis – Mr. Ellis has served as a director since July 1991. Mr. Ellis retired from full time duties with the Company in July of 2009.  He currently serves as the Company’s ombudsman and works part-time on selected projects. Mr. Ellis previously served as the Company’s Director of Human Resources from 1993 to 2009. He was the Company’s Secretary from 1997 to 2009, and Vice President /Corporate from 1998 to 2009. From 1990 to 1992, Mr. Ellis was a partner in Kenneth L. Fisher, Ph.D. & Associates, a management-consulting firm. From 1980 to 1990, Mr. Ellis was Vice President and General Manager of R.A. Kevane & Associates, a Pacific Northwest personnel-consulting firm. From 1962 to 1979, Mr. Ellis was a member of and administrator for the Christian Brothers of California, owner of Mont La Salle Vineyards and producer of Christian Brothers wines and brandy. Mr. Ellis’ qualifications to serve on the Company’s Board of Directors include his prior experience as a member of the Company’s senior management, as well as more than 40 years of business experience.

Sean M. Cary– Mr. Cary has served as a director since July 2007. Mr. Cary is the Chief Financial Officer of Pacific Excavation, Inc., a Eugene, Oregon based heavy and civil engineering contractor. Previously, Mr. Cary served as the CFO of CBT Nuggets, LLC, the Corporate Controller of National Warranty Corporation, the CFO of Cascade Structural Laminators and prior to that as Controller of Willamette Valley Vineyards. Mr. Cary served in the U.S. Air Force as a Financial Officer. Mr. Cary holds a Master of Business Administration degree from the University of Oregon and a Bachelor of Science Degree in Management from the U.S. Air Force Academy. Mr. Cary’s qualifications to serve on the Company’s Board of Directors include his financial and accounting expertise.

Christopher L. Sarles – Mr. Sarles has served as a director since January of 2015.  Mr. Sarles is the President/CEO of Oregon Fruit Products, a position he has held since July of 2014.  From May of 1998 until June of 2014 Mr. Sarles worked in various executive capacities in Columbia Distributing/Young’s Market, most recently as Executive Vice President of Sales from 2011 to 2014.  From 1987 to 1995 he was President/Chief Operating Officer of Alehouse Distributing Company in Seattle Washington.  Mr. Sarles has been actively involved in the wine industry, been a speaker on Wine Industry issues, and served as President of the Oregon Beer and Wine Wholesalers Association.  He holds a Bachelor of Science degree in Business Marketing from Oregon State University.  Mr. Sales is qualified to serve on the Company’s Board of Directors as a result of his many years of executive experience in the alcohol distribution industry.
Betty M. O’Brien – Ms. O’Brien has served as a director since July 1991. Ms. O’Brien is co-owner of Elton Vineyards L.L.C., a commercial vineyard located in Eola Hills in Yamhill County, Oregon and established in 1983. Ms. O’Brien was the Executive Director of the Oregon Wine Board from 2001 to 2004. Ms. O’Brien was employed by Willamette University as its Director of News and Publications from 1988 to 2000. She is a member of the Oregon Winegrowers Association, having previously served as its President and Treasurer and as a director. Ms. O’Brien is chairman of the Wine Studies Program Advisory Committee at Chemeketa Community College (CCC). She headed a wine industry task force developing a new wine marketing program and curriculum leading to a two-year degree at CCC.  She taught Wine Marketing classes there for seven years. Ms. Obrien served as Chair of the Board of Directors of LIVE (Low Input Viticulture and Enology). She was president of the Eola-Amity Hills Winegrowers Association in 2014-15.  Ms. O”Brien and her husband received a 2010 Oregon Wine Industry Outstanding Service Award.  Ms. O’Brien’s qualifications to serve on the Company’s Board of Directors include her industry experience and contacts.

Stan G. Turel – Mr. Turel has served as a director since November 1994. Mr. Turel is President of Turel Enterprises, a real estate management company managing his own properties in Oregon, Washington and Idaho and is president of Columbia Pacific Tax in Bend, Oregon. Prior to his current activities, Mr. Turel was the Principal and CEO of Columbia Turel, (formerly Columbia Bookkeeping, Inc.) a position which he held from 1974 to 2001. Prior to the sale of the company to Fiducial, one of Europe’s largest accounting firms, Columbia had approximately 26,000 annual tax clients including approximately 4,000 small business clients. Additionally Mr. Turel successfully operated as majority owner of two cable TV companies during the 80’s and 90’s which were eventually sold to several public corporations. Mr. Turel is a pilot, author, was a former delegate to the White House Conference on Small Business and held positions on several state and local Government committees. Mr. Turel’s qualifications to serve on the Company’s Board of Directors include his more than 20 years of accounting and business management experience.

Heather Westing – Ms. Westing has served as a director since March 2016.  Ms. Westing owns several real estate developments, restaurant and financial companies in Oregon.  She is the former owner of The Subway Group – franchisor agency for over 350 Subway Restaurants and served on Subway’s Worldwide Advisory Board.  Ms. Westing is an active member in the Oregon Angel Fund, and oversees the Westing Family Foundation.  Previously, Ms. Westing owned an advertising and marketing agency, with offices in Eugene, Portland and Bend.  She has also owned and operated a 50-acre farm of filberts, grass seed and Christmas trees.  She served on Umpqua Bank’s Regional Board of Advisory and The Oregon Bach Festival’s Board of Directors.  She is a Lifetime Alumni of University of Oregon, where she studied finance and real estate.  Ms. Westing’s qualifications to serve on the Company’s Board of Directors include her extensive business experience and expertise in marketing.

Jonathan Ricci – Mr. Ricci has served as a director since March 2016.  Mr. Ricci is currently the President of Stumptown Coffee Roasters in Portland, Oregon.  Prior to joining Stumptown in 2013, he was a managing partner in the First Beverage Group for several years.  He served as CEO at Jones Beverage, and prior to that was Director of Customer Marketing at Columbia Distributing for seven years.  Mr. Ricci was raised in Oregon, graduating with a degree in Education from Oregon State University.  He was formerly the head of the OSU Alums and also served as a Trustee of the OSU Foundation.  Mr. Ricci is serving on Portland’s 2020 strategic effort to meet that population’s challenges. Mr. Ricci’s qualifications to serve on the Company’s Board of Directors include his beverage industry and public company experience.

1.4           Board and Committee Meeting Attendance

The Board of Directors met four times during 2015. Each director attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings of each committee on which each director served.

1.5           Annual Meeting Attendance

Although we do not have a formal policy regarding attendance by members of the Board of Directors at our annual meeting of shareholders, directors are encouraged to attend the annual meetings.  All of our then current directors attended the Company’s 2015 annual meeting of shareholders.
1.6           Independence

The Board of Directors has determined that each of our directors other than Mr. Bernau and Mr. Ellis is “independent” within the meaning of the applicable rules and regulations of the SEC and the director independence standards of The NASDAQ Stock Market, Inc. (“NASDAQ”), as currently in effect.  Furthermore, the Board of Directors has determined that each of the members of the Compensation and Audit Committees of the Board of Directors is “independent” under the applicable rules and regulations of the SEC and the director independence standards of NASDAQ, as currently in effect.  The Board of Directors does not have a separate standing Nominating Committee.  Consistent with NASDAQ rules, only independent directors participate in meetings where the Board of Directors meets as the Nominating Committee. The independent directors held two meetings in 2015.

1.7           Committees of the Board of Directors

Compensation Committee

The Board of Directors has appointed a Compensation Committee, which reviews executive compensation and makes recommendations to the full Board regarding changes in compensation, and also administers the Company's 1992 Stock Incentive Plan. Executive officers do not play a role in determining executive compensation. The Compensation Committee does not delegate any of its duties, and it may use consultants in determining executive compensation.  The Compensation Committee met once in person in 2015. In accordance with its Charter, the Compensation Committee reviewed the current compensation for the CEO and it approved the 2014 performance bonus of $126,176 for the Company’s CEO (see section “Executive Compensation").The Compensation committee did not engage the services of a compensation consultant in 2015. The members of the Compensation Committee are Betty M. O'Brien, Chair, Christopher Sarles and Jonathan Ricci. All members of the Compensation Committee are independent under the applicable rules and regulations of the SEC and the director independence standards applicable to compensation committee members of the NASDAQ Stock Market, as currently in effect. A copy of the Compensation Committee’s charter can be found on the Company’s website, www.wvv.com.

Audit Committee

The Company has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The members of the Audit Committee are Craig Smith, Sean Cary and Stan G. Turel. 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. The Audit Committee oversees our financial reporting process on behalf of the Board of Directors and reports to the Board of Directors the results of these activities, including the systems of internal controls that management and the Board of Directors have established, our audit and compliance process and financial reporting. The Audit Committee, among other duties, engages the independent public accountants retained as the registered public accounting firm, pre-approves all audit and non-audit services provided by the independent public accountants, reviews with the independent public accountants the plans and results of the audit engagement, considers the compatibility of any non-audit services provided by the independent public accountants with the independence of such auditors and reviews the independence of the independent public accountants. Mr. Smith is designated by the Board of Directors as the “audit committee financial expert” under SEC rules. The Audit Committee conducted four meetings in the year ended December 31, 2015 and each meeting was attended by at least 75% of the committee members.  A copy of the Audit Committee charter can be found at our website, www.wvv.com.

Audit Committee Financial Expert

Craig Smith serves as the Audit Committee’s “financial expert” as defined in applicable SEC rules and NASDAQ listing standards. Mr. 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.

Nominating Committee Functions

The Board of Directors performs the function of a nominating committee for selecting nominees for election as directors. Given its size, the Board believes that it performing this function is a pragmatic and realistic approach.  Consistent with NASDAQ rules, the independent members of the Board of Directors select and recommend to the full Board of Directors for approval nominees for director positions. The Board then determines whether to approve of such nominations and present them to the Company’s shareholders for election to the Board of Directors.  In seeking nominees, the Board looks for qualified candidates that will meet the oversight and financial expertise needs of the Company. The Board also looks for nominees who will meet the independent qualifications necessary to meet current standards of independence. While not maintaining a specific policy on Board diversity requirements, the Board believes that diversity is an important factor in determining the composition of the Board and, therefore, seeks a variety of occupational and personal backgrounds on the Board in order to obtain a range of viewpoints and perspectives and to enhance the diversity of the Board. The Board, functioning as nominating committee, annually evaluates the Board’s composition.  This evaluation enables the Board to update the skills and experience they seek in the Board as a whole, and in individual directors, as the Company’s needs evolve and change over time and to assess the effectiveness of efforts at pursuing diversity.

Nominations of candidates by shareholders of the Company to be considered by the Board for membership on the Board of Directors may be submitted if such nominations are made pursuant to timely notice in writing to the Company’s Secretary.  For more information, please see the information provided under the heading “Shareholder Proposals and Nominations” below. The current nominees were selected by the independent members of the Board of Directors, which nominees were ratified by the entire Board of Directors.  The Company does not currently have a charter or formal policy with respect to the consideration of director candidates recommended by shareholders.  The reason for not having such a formal policy is that the current approach has functioned well and therefore no formal policy has been deemed necessary.

Executive Committee

In 1997 the Board appointed an Executive Committee, its members are: James Bernau, James Ellis, Craig Smith and Stan Turel.  One of the principle charters of the Executive Committee is to review and approve all proposed purchases over $50,000.00.  The Executive Committee did not meet in 2015.

1.8           Leadership Structure of Board of Directors

Currently, the Company’s President, Mr. Bernau, also serves as its Chairperson of the Board.   The Board believes the interests of all shareholders are best served at the present time through a leadership model with the same person holding the positions of President and Chairperson of the Board.

The Company’s President possesses an in-depth knowledge of the Company, its operations, and the array of challenges to be faced, gained through over 30 years of successful experience in the industry. The Board believes that these experiences and other insights put the President in the best position to provide broad leadership for the Board as it considers strategy and as it exercises its fiduciary responsibilities to its shareholders.

Further, the Board has demonstrated its commitment and ability to provide independent oversight of management. All directors other than Mr. Bernau and Mr. Ellis are independent, and all of the members of each of the Compensation and Audit Committees are independent. Each independent director may call meetings of the independent directors, and may request agenda topics to be added or dealt with in more detail at meetings of the full Board or an appropriate Board committee.

1.9           Role of Board of Directors in Risk Oversight

The entire Board and each of its standing committees are involved in overseeing risk associated with the Company. The Board monitors the Company’s governance by regular review with management and outside advisors.  The Board and the Audit Committees monitor the Company’s liquidity risk, regulatory risk, operational risk and enterprise risk by regular reviews with management and external auditors and other advisors. In its periodic meetings with the independent accountants, the Audit Committee discusses the scope and plan for the audit and includes management in its review of accounting and financial controls, assessment of business risks and legal and ethical compliance programs.  As part of its responsibilities as set forth in its charter, the Compensation Committee reviews the Company’s executive compensation program and the associated incentives to determine whether they present a significant risk to the Company.  Based on this review, the Compensation Committee concluded that the Company’s compensation policies and procedures are not reasonably likely to have a material adverse effect on the Company.

1.10           Director Compensation
The following table sets forth information concerning compensation of the Company’s directors other than Mr. Bernau for the fiscal year ended December 31, 2015:
              Change       
              in Pension       
              Value and       
              Nonqualified       
  Fees Earned        Non-equity  Deferred       
  or  Stock  Option  Incentive Plan  Compensation  All Other    
Name Paid in Cash  Awards  Awards (1) Compensation  Earnings  Compensation  Total 
                      
James L. Ellis $3,600   -   -   -   -  $8,100  $11,700 
Sean M. Cary  4,200   -   -   -   -   -   4,200 
Christopher L. Sarles  2,200   -   -   -   -   -   2,200 
Craig Smith  4,100   -   -   -   -   -   4,100 
Betty M. O'Brien  3,650   -   -   -   -   -   3,650 
Stan G. Turel  4,900   -   -   -   -   -   4,900 
(1) There were no option awards granted to the Company’s directors in the fiscal year ended December 31, 2015. There were no option awards outstanding for any director, other than Mr. Bernau, as of December 31, 2015.

Other 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 level.

The members of the Board received cash compensation for their service on the Board in 2015, and were reimbursed for out-of-pocket and travel expenses incurred in attending Board meetings. As a result of FASB ASC Topic 718, Stock Compensation, which requires all share-based payments to be recognized as expenses in the statement of operations based on their fair values and vesting periods, the Company does not intend to, for the foreseeable future, issue stock options to the members of the Board for their service.

In January 2009 the Board, upon recommendation of the Compensation Committee, who had sought outside counsel regarding revision of the Company’s 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 approved.

1.11           Communications to the Board of Directors
The Board of Directors welcomes and encourages shareholders to share their thoughts regarding the Company. Towards that end, the Board of Directors has adopted a policy whereby all communications should first be directed to the Company’s Secretary at Willamette Valley Vineyards, Inc., 8800 Enchanted Way SE, turner, OR 97392.  The Secretary will then distribute a copy of the communication to the Chairman of the Board, the Chairperson of the Audit Committee and the Company's outside counsel. Based on the input and decision of these persons, along with the entire Board of Directors if it is deemed necessary, the Company will respond to the communication. Shareholders should not communicate directly with any other individual officer or director unless requested to do so.
1.12           Code of Ethics

The Company adopted a code of ethics applicable to its Chief Executive Officer, CFO/Controller and other finance leaders, which is a "code of ethics" as defined by applicable rules of the SEC. Amendments to the code of ethics or any grant of a waiver from a provision of the code of ethics requiring disclosure under applicable SEC rules, if any, will be disclosed on our website at, www.wvv.com.
Any person may request a copy of the code of ethics, at no cost, by writing to us at the following address:

Willamette Valley Vineyards, Inc.
Attention: Corporate Secretary
8800 Enchanted Way SE
Turner, OR 97392

2.           EXECUTIVE COMPENSATION

2.1           Summary Compensation Table

The following table sets forth certain information concerning compensation paid or accrued by the Company, to or on behalf of the Company’s principal executive officer, James W. Bernau and Chief Financial Officer, Richard F. Goward Jr., for the fiscal years ended December 31, 2015 and December 31, 2014. No other executive officer of the Company other than Mr. Bernau and Mr. Goward received total compensation in 2015 in excess of $100,000, and thus disclosure is not required for any other person.  Summary compensation information is as follows:
                   Nonqualified      
                Non-equity  Deferred  All    
Name,         Stock  Option  Incentive Plan  Comp.  Other    
Principal Position Year Salary  Bonus  Awards  Awards  Compensation  Earnings  Comp.*  Total 
                           
Bernau, James W.,                          
President, Chief Executive 2015 $256,389  $128,195  $-  $-  $-  $-  $51,862  $436,446 
President, Chief Executive 2014 $252,351  $126,176  $-  $-  $-  $-  $45,334  $423,861 
Goward, Richard F. Jr                                  
Chief Financial Officer 2015 $106,134  $10,000  $-  $-  $-  $-  $21,817  $137,951 
Chief Financial Officer 2014 $90,000  $-  $-  $-  $-  $-  $25,350  $115,350 
* All other compensation includes Company payments for medical insurance, value of lodging, Board of Director stipends, life insurance payments and Company 401(k) matching contributions.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT2.2Bernau Employment Agreement

The Company and Mr. 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 of $235,000 with annual increases tied to increases in the consumer price index. Mr. Bernau’s bonus is calculated as a percentage of Company net income before taxes; 5% on the first $1.5 million of pre-tax income, and 7.5% on the pre-tax net income over $1.5 million, not to exceed 50% of Mr. Bernau’s 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 with housing on the Company’s property. Mr. Bernau resides in the estate house, free of rent, which is also used to accommodate overnight stays for Company guests.  Mr. 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 Winery and Vineyard. The employment agreement provides that Mr. Bernau’s employment may be terminated only for cause, which is defined as non-performance of his duties or conviction of a crime.

2.3           Goward Employment Agreement

The Company and Mr. Goward are parties to an employment agreement dated April 16, 2013 as amended on July 15, 2015.  Under the agreement Mr. Goward is paid an annual salary of $122,269 and is reviewed annually for potential meritorious awards.  Additionally, Mr. Goward receives the equivalent of a board stipend for Board meetings outside of the normal working schedule.  Mr. Goward also participates in the employer sponsored 401(k) plan.
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2.4           Stock Options

In order to reward performance and retain high-quality employees, the Company has, in the past, granted stock options to its employees. The Board believes that equity-based compensation ensures that the Company's employees, directors and distributors have a continuing stake in the long-term success of the Company. The Company has a stock incentive plan, originally created in 1992, most recently amended in 2001.  However, no additional grants may be made under the plan.   Options were typically issued under the plan at a per share exercise price equal to the closing price as reported by the Nasdaq Capital Market at the time the option was granted, and accordingly, will only have value if the Company's stock price increases.  The options vest to the employee over time. All options have an individual vesting schedule and a term of ten years, except in the case of shareholders who hold a 10% or more of Company stock, in which case the term is 5 years and the grant price must be 10% over market on the day of grant. Three months following termination of the employee’s employment with the Company, any and all unexercised options terminate.  The Company is not currently granting new options and does not intend to do so at this time.

2.5           Outstanding Equity Awards at Fiscal 2015 Year End

The following table summarizes the outstanding equity award holdings held by our named executive officers. The amounts are not stated in thousands. As indicated above, disclosure is not required for any other executive officer.  No stock awards were held by any of our named executive officers as of December 31, 2015

  Number of     
  Securities     
  Underlying     
  Unexercised  Option Option
Name, Options  Exercise Expiration
Principal Position Exercisable  Price ($) Date
        
Bernau, James W.,       
    Chief Executive Officer 56,000  $3.24 7/20/2016
2.6           Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information with respect to beneficial ownership of the Company’s Series A PreferredCommon Stock as of the record date, February 1,May 12, 2016, by (i) each person who beneficially owns more than 5% of the Company’s Common Stock, (ii) each Director of the Company, (iii) each of the Company’s named executive officers, and (iv) all directors and executive officers as a group. Except as indicated in the footnotes to this table, each person has sole voting and investment power with respect to all shares attributable to such person.

Unless otherwise indicated,noted, the address forof each shareholderbeneficial owner listed in the table below is c/o Willamette Valley Vineyards, Inc., 8800 Enchanted ParkwayWay SE Turner, OR  97392.

Name and titleNumber of Shares of Series A Preferred Stock OutstandingPercentage of Shares of Series A Preferred Stock Beneficially Owned
James W. Bernau, President/CEO, Chair of the Board2,410*
Richard F. Goward, Jr., CFO1,205*
James L. Ellis, director300*
Stan G. Turel, director0*
Betty M. O’Brien, director1,205*
Chris R. Sarles, director1,205*
Sean M. Cary, director0*
Craig Smith, director1,205*
Christopher Riccardi, >5% shareholder0*
All directors and executive officers together, as a group 8 persons)7,530*
* Less than one percent

 
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3.           PROPOSAL 1: APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF DESIGNATION FOR THE SERIES A REDEEMABLE PREFERRED STOCK TO INCREASE THE NUMBER OF SHARES DESIGNATED AS SERIES A REDEEMABLE PREFERRED STOCK
  Number of   Percent of 
     Shares 
  Shares Outstanding   Beneficially 
  Stock   Owned (3) 
        
James W. Bernau, President/CEO, Chair of the Board  521,734(1)  10.3%
          
Richard F. Goward Jr., CFO  500    ** 
          
James L. Ellis, Director  29,865    ** 
          
Christopher L. Sarles  -    ** 
          
Sean M. Cary, Director  5,200    ** 
          
Betty M. O'Brien, Director  40,624    ** 
          
Stan G. Turel, Director  16,692    ** 
          
Craig Smith, Director  1,500    ** 
          
Jonathan Ricci  715    ** 
          
Heather Westing  -    ** 
          
Christopher Riccardi  385,485    7.7%
100 Tall Pine Ln., Apt 2102, Naples, FL  34105         
          
Carl D. Thoma  364,189    7.3%
300 N. LaSalle St, Suite 4350. Chicago, IL  60654         
          
All Directors and Executive Officers as a group (8 persons)  616,830(2)  12.2%
          
** Less than one percent         
 
Summary(1) Includes 19,157 shares issuable upon the exercise of options exercisable within 60 days of the date of May 12, 2016.
On December 23, 2015, our Board
(2) Includes an aggregate of Directors approved an amendment to19,157 shares issuable upon exercise of options exercisable within 60 days of the Certificatedate of Designation for the Series A Preferred Stock to increase in the numberMay 12, 2016.

(3) The percentage of outstanding shares of authorized preferredcommon stock is calculated out of a total of 5,006,714 shares of common stock outstanding as of May 12, 2016 (including 19,157 options exercisable within 60 days of such date).

2.7           Equity Compensation Plan Information

The following table summarizes information, as of December 31, 2015, with respect to shares of the Company’s common stock that are designated as Series A Preferred Stock.  Under Section 8may be issued under the Company’s existing equity compensation plans:
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  Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights  Weighted Average Exercise Price of Outstandaing Options and Warrants  Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column A) 
          
Equity compensation plans         
approved by security holders (1)  67,000  $3.22   - 
Equity compensation plans not            
approved by security holders  -   -   - 
             
Total  67,000  $3.22   - 
(1)Includes shares of our common stock issuable upon exercise of options from the Company’s 1992 Stock Incentive Plan.
The Company does not have compensation plans under which equity securities of the Certificate of Designation, no amendment can be made to the Certificate of DesignationCompany are authorized for issuance which were adopted without the approval of security holders.

2.8           Transactions with Related Persons

In 2007, the Company entered into a long-term lease for Elton vineyards which consists of 54 acres of mature grapevines, of which approximately 42 acres are Pinot Noir. The agreement was for an initial 10-year lease with the option to renew for four successive terms of five years each, plus a first right of refusal on the property’s sale. Betty O’ Brien, a member of the Board, is a 50% owner of the lessor, Elton Vineyards, LLC, while her husband owns the remaining equity interests of Elton Vineyards, LLC.  As such, she is therefore entitled to 50% of the net income of Elton Vineyards, LLC, while her husband is entitled to the remaining net income of Elton Vineyards, LLC.  In 2015 the Company paid Elton Vineyards, LLC $123,414 in lease payments and utility reimbursements.

The Company believes that the transactions set forth above were made on terms no less favorable to the Company than could have been obtained from unaffiliated third parties. All future transactions between the Company and its officers, directors, and principal shareholders will be approved by a disinterested majority of the members of the Affiliated Transactions Committee of the Board, and will be on terms no less favorable to the Company than could be obtained from unaffiliated third parties.  After reviewing the relationship between the Company and Elton Vineyards, LLC, in each of the last three years, the Board has determined that Ms. O’Brien is “independent” within the meaning of the applicable rules and regulations of the SEC and the director independence standards of the NASDAQ.

Except for payments to Elton Vineyards, LLC described above, during 2015 the Company did not participate in any transactions with related persons that had a direct or indirect material interest in an amount exceeding $120,000 and there are no currently and there are no currently proposed transactions with related persons that exceed $120,000.

The Board has determined that each of our directors, except Mr. 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.  Furthermore, the Board has determined that 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.

2.9           Section 16(a) Beneficial Ownership Reporting Compliance

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 for the year ended December 31, 2015 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 with the exception of a Form 4 filing for Christopher Riccardi that was filed late.
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2.10           Compensation Committee Interlocks and Insider Participation

No member of the Company’s Compensation Committee is a current or former employee of the Company.  There are no compensation committee interlocks between the Company and any other entities involving any of the executive officers or directors of such entities.  No interlocking relationship exists between any member of the Board or the Company’s Compensation Committee and any member of the board of directors or compensation committee of any other company and no such interlocking relationship has existed in the past.

2.11           Compensation Committee Report

The Company’s Compensation Committee has reviewed the Executive Compensation section and has recommended to the Board that it be included in the Proxy Statement.

COMPENSATION COMMITTEE
Betty O'Brien, Chairperson, Christopher Sarles

2.12           Audit Committee Report
The general purpose of the Audit Committee is to assist the Board of Directors in the exercise of its fiduciary responsibility of providing oversight of the Company's financial statements and the financial reporting processes, internal accounting and financial controls, the annual independent audit of the Company's financial statements, and other aspects of the financial management of the Company. The Audit Committee is appointed by the Board of Directors.  All committee members are financially literate.
Fees for professional services provided by our independent registered public accounting firm in each of the last two fiscal years, in each of the following categories are:
  Years Ended December 31, 
  2015  2014 
       
Audit fees (1) $151,895  $138,250 
Tax fees (2)  34,101   46,679 
All other fees (3)  33,550   - 
         
  $219,546  $184,929 
(1)Audit fees represent fees for services rendered for the audit of the Company’s annual financial statements and review of the Company’s quarterly financial statements.
(2)Tax fees represent fees for services rendered for tax compliance, tax advice and tax planning
(3)All other fees represent limited engagement activity.

The Company did not incur any audit related fees in either 2015 or 2014.

Pre-approval policies and procedures – It 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 holdersthe time of at leastthe 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 Committee’s responsibilities to management under the Exchange Act.
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Specific Audit Committee Actions Related to Review of the Company's Audited Financial Statements: In discharging its duties, the Audit Committee, among other actions, has (i) reviewed and discussed the audited financial statements to be included in the company's Annual Report on Form 10-K for the twelve months ended December 31, 2015 with management, (ii) discussed with the Company's independent auditors the matters required to be discussed by SAS 61, as amended (AICPA, Professional Standards, Vol. 1, AU380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T, related to such financial statements, (iii) received the written disclosures and the letter from the Company's independent accountants required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with the independent accountant the independent accountant's independence, and (iv) based on such reviews and discussions, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in the company's Annual Report on Form 10-K for the twelve months ended December 31, 2015.

AUDIT COMMITTEE
Craig Smith, Chairperson, Stan Turel, Sean Cary

3.           ELECTION OF DIRECTORS (PROPOSAL NO. 1)
At the Annual Meeting nine directors are up for election to the Board of Directors, each for terms as described below. In November 2015 the Board of Directors amended the Company’s Bylaws to include, among other things, dividing board membership into three groups with staggered terms.  Therefore, all nominees have been divided into groups, with terms ending in 2017, 2018 and 2019, in order to implement this amendment.  Unless otherwise specified on the proxy, it is the intention of the persons named in the proxy to vote the shares represented by each properly executed proxy for the election as directors the persons named below as nominees:
    Term Begins Following Term Ends at
Nominees: Group Number Annual Meeting: Annual Meeting:
       
James W. Bernau I 2016 2017
Christoper L. Sarles I 2016 2017
Sean M. Cary I 2016 2017
Craig A. Smith II 2016 2018
Betty M. O'Brien II 2016 2018
Stan G. Turel II 2016 2018
James L. Ellis III 2016 2019
Heather Westing III 2016 2019
Jonathan Ricci III 2016 2019
The Board of Directors believes that the nominees will stand for election and will serve if elected as directors.  However, if any of the persons nominated by the Board of Directors fails to stand for election or is unable to accept election, the proxies will be voted for the election of such other person as the majority of the independent members of the Board of Directors may recommend.  There is no cumulative voting for election of directors.  Directors are elected by a plurality of votes; therefore, the nine persons receiving the most votes, even if less than a majority of the outstanding sharesvotes cast, will be elected directors.  Abstentions or failure to vote will have no effect on the election of Series A Preferred Stock.  Therefore,directors, assuming the existence of a quorum.  The Board of Directors unanimously recommends a vote FOR this proposal.

4.           RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS (PROPOSAL NO. 2)

The Audit Committee has appointed Moss Adams LLP (“Moss Adams”) as independent auditors for the 2016 fiscal year. Moss Adams will audit the Company’s consolidated financial statements for the 2016 fiscal year and perform other services. While shareholder ratification is not required by the Company’s by-laws or otherwise, the Board of Directors has directed that this proposal to amendis submitting the Certificateselection of Designation in order to increase the number of shares of Series A Preferred Stock be submittedMoss Adams to the holdersshareholders for ratification as a good corporate governance practice. If the shareholders fail to ratify the selection, the Audit Committee may, but is not required to, reconsider whether to retain Moss Adams. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent public accountant or auditor at any time during the year if it determines that such a change would be in the best interest of the Series A Preferred Stock for their approval.Company and its shareholders.

If Proposal 1 is approved, without giving effect to Proposal 2, Section 1 of the Certificate of Designation would read as follows:

1.
Designation and Number. The designation of such preferred shares, no par value, is “Series A Redeemable Preferred Stock” (the “Series A Redeemable Preferred Stock”). The total number of authorized shares of Series A Redeemable Preferred Stock shall be 2,857,548.
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Purpose and Rationale for Amendment

In August 2015, we began selling shares of our Series A Preferred Stock to investors.  Our Series A Preferred Stock includes special features that are expected to appeal to customers and wine enthusiasts, including special winery access and preferred pricing on wines, as well as a cumulative dividend of 5.3% based on the initial price per share of $4.15 for the Series A Preferred Stock.  We initially designated 1,445,783 shares of our preferred stock as Series A Preferred Stock and offered them for sale in Washington and Oregon with the intention of spreading beyond those states once we had a substantial number of holders.  We have since registered those shares with the Securities and Exchange Commission and listed them on the Nasdaq stock market where they trade under the symbol WVVIP, thereby making them more widely available.

The response to our offering was significantly stronger than we anticipated, and our initial offering was oversubscribed.  Asproposal will be approved if, assuming the existence of a result, we have not been able to sell shares of our Series A Preferred Stock to all of the investors, customers and wine enthusiasts who would like to own our Series A Preferred Stock.  Rather than turn away interested investors, the Board of Directors has approved an increase in the number of shares of preferred stock designated as Series A Preferred Stock, from 1,445,783 shares to 2,857,548 shares, subject to the approval of holders ofquorum, at least a majority of the shares of the existing Series A PreferredCompany's Common Stock cast on the proposal vote in favor of approval. Abstentions and intends to undertake an additional registered offeringbroker non-votes are counted for purposes of determining whether a quorum exists at the Annual Meeting but will not be counted and will have no effect on the determination of the Series outcome of the proposal. The proxies will be voted for or against the proposal, or as an abstention, in accordance with the instructions specified on the proxy form. If no instructions are given, proxies will be voted for approval of the ratification of Moss Adams LLP.
A Preferred Stock promptly following the approval by holders the existing Series A Preferred Stock.

The increase in the numberrepresentative of shares of preferred stock designated as Series A Preferred StockMoss Adams LLP is not expected to have a material impact onattend the rights of the existing holders of the Series A Preferred Stock.

Consequences of Failure to Obtain Approval

The increase in Series A Preferred Stock is intended to provide additional investment opportunities for customersAnnual Meeting at his own expense and wine enthusiasts who are seeking to participate as investors in the Company. Demand for these securities exceeded Management’s initial estimates, and based on the enthusiastic response for the initial offering of these shares, and the fact that we sold out the offering more quickly than anticipated, we are seeking approval to issue additional shares of this class. We believe this issuance will afford usbe given an opportunity to strengthen the Company’s capital structure on attractive terms.make a statement if he desires to do so and will be available to respond to appropriate questions.

If we are not successful in obtainingThe Board of Directors unanimously recommends a vote FOR this proposal.  Assuming the approvalexistence of a quorum, the appointment of Moss Adams LLP will be ratified if approved by the holders of a majority of the shares of Series A Preferred Stock, we will not be able to sell additional shares of the Series A Preferred Stock.  In that case, we may begin to look at alternative ways to provide an additional investment opportunity for wine enthusiasts, including but not limited to seeking the creation of an additional class of preferred stock with similar preferences, limitations and relative rights as the Series A Preferred Stock but in a way that would not require the approval of the holders of the Series A Preferred Stock.  In the event an increase in the Series A Preferred Stock is not approved, the most feasible option available to the Company to raise additional funds with preferred stock may be to issue preferred stock senior to the Series A Preferred Stock, with preference rights ahead of holders of the Series A Preferred Stock, and to seek a listing of that new series of preferred stock with the Nasdaq stock market.  An issuance of preferred stock that is senior to the Series A Preferred Stock may reduce the rights of the holders of the Series A Preferred Stock relative to the new series of preferred, reduce investor interest in the Series A Preferred Stock as a more attractive series of preferred stock in the Company may then be available, and would likely result in a significant increase in total Company costs for both capital raising and communications with shareholders.

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Effectiveness of the Amendment; Required Vote and Board Recommendation

If Proposal 1 is approved by our shareholders, the amendment to the Certificate of Designation will become effective upon its filing with the Oregon Secretary of State, which filing is expected to occur promptly after the Special Meeting. If the amendment set forth in Proposal 1 is not approved by holders of at least a majority of our Series A Preferred Stock, the amendment will not be filed and the number of shares of preferred stock designated as Series A Preferred Stock will remain unchanged. Our Board reserves the right, notwithstanding shareholder approval of the proposed amendment and without further action by our shareholders, not to proceed with the filing of the amendment.
We anticipate that our Registration Statement on Form S-3, filed with the Securities and Exchange Commission on December 22, 2015 (our “shelf registration statement”), will be effective by the date of the Special Meeting.  Among other things, the shelf registration statement will allow us to sell additional shares of our preferred stock that have been designated as Series A Preferred Stock in one or more registered offerings.  If we receive approval of Proposal 1 from our shareholders, we intend to promptly offer those additional designated shares of Series A Preferred Stock in a registered offering using the shelf registration statement. We anticipate the aggregate maximum offering price of the second offering of Series A Preferred Stock will be $6 million.  Please note that no offer has yet been made for those additional shares of Series A Preferred Stock and nothing in this proxy statement should be construed as an offer to sell additional shares of Series A Preferred Stock.

Approval of this Proposal 1 requires the affirmative vote of holders of a majority of the Series A Preferred Stock.  Votes may be cast by Series A Preferred holders who are present in person or by proxy. Abstentions will have the effect of votes cast against Proposal 1. If your shares are held through a broker or an intermediary and you do not instruct your broker on how to vote the shares in your account for this Proposal 1, brokers will not be permitted to exercise their discretionary authority to vote for such proposal and your vote will not be cast.
THE BOARD UNANIMOUSLY RECOMMENDS
A VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE COMPANY’S
CERTIFICATE OF DESIGNATION TO INCREASE THE NUMBER OF SHARES DESIGNATED AS SERIES A PREFERRED STOCK TO 2,857,548
4.           PROPOSAL 2: APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF DESIGNATION FOR THE SERIES A REDEEMABLE PREFERRED STOCK TO ALLOW FUTURE INCREASES IN THE NUMBER OF SHARES DESIGNATED AS SERIES A REDEEMABLE PREFERRED STOCK WITHOUT SHAREHOLDER APPROVAL

Summary
On December 23, 2015, our Board of Directors approved an additional amendment to the Certificate of Designation for the Series A Preferred Stock to allow the board to increase in the number of shares of authorized preferred stock that are designated as Series A Preferred Stock.  Under Section 8 of the Certificate of Designation, no amendment can be made to the Certificate of Designation without the approval of at holders of at least a majority of the outstanding shares of Series A Preferred Stock.  Therefore, the Board of Directors has directed that this proposal to amend the Certificate of Designation in order to increase the number of shares of Series A Preferred Stock be submitted to the holders of the Series A Preferred Stock for their approval.5.           SHAREHOLDER PROPOSALS AND NOMINATIONS OF DIRECTORS

If both Proposal 1 and Proposal 2 are approved, Section 1 of the Certificate of Designation would read as follows:
1.
Designation and Number. The designation of such preferred shares, no par value, is “Series A Redeemable Preferred Stock” (the “Series A Redeemable Preferred Stock”). The total number of authorized shares of Series A Redeemable Preferred Stock shall be 2,857,548; provided, however, that notwithstanding any approval rights granted to the holders of the Series A Redeemable Preferred Stock in Section 8 of this Certificate, the Board of Directors may increase the number of preferred shares designated as Series A Redeemable Preferred Stock without further shareholder approval, up to the total number of shares of the Company designated as preferred stock less any shares of preferred stock separately designated as part of another series of preferred stock.
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Purpose and Rationale for Amendment

While management and our Board of Directors expect that the 2,857,548 shares of preferred stock that would be designated as Series A Preferred Stock if Proposal 1 is approved will be adequate to meet the present needs of the current investors and customers who are seeking to buy the Series A Preferred Stock, we may determine in the future that it would be in the best interests of the Company to sell additional shares of Series A Preferred Stock.  However, unless the Certificate of Designation is amended to allow for the approval by the Board (in its sole discretion), any future offerings may be delayed and may have increase costs associated with them if the Company is required to solicit votes from the Series A Preferred holders. Therefore, the Board of Directors is seeking permission from the Series A Preferred holders to further increase the number of shares of preferred stock designated as Series A Preferred Stock without seeking additional shareholder approval, up to the total number of authorized preferred stock less any stock that has been separately designated as a different series of preferred stock.

Consequences of Failure to Obtain Approval

If Proposal 2 is not approved by the current holders of the Series A Preferred Stock, any future issuance of preferred stock that the Company wishes to make would require a solicitation of the Series A Preferred stockholders to seek approval of an increase in the number of shares designated as Series A Preferred Stock, which would likely increase the costs to the Company of conducting such an offering and may also delay the Company’s ability to respond quickly to opportunities in the market.

Effectiveness of the Amendment; Required Vote and Board Recommendation

If Proposal 2 is approved by our shareholders, the amendment to the Certificate of Designation will become effective upon its filing with the Oregon Secretary of State, which filing is expected to occur promptly after the Special Meeting. If the amendment set forth in Proposal 2 is not approved by holders of at least a majority of our Series A Preferred Stock, the amendment will not be filed and the number of shares of preferred stock designated as Series A Preferred Stock will remain unchanged. Our Board reserves the right, notwithstanding shareholder approval of the proposed amendment and without further action by our shareholders, not to proceed with the filing of the amendment.
In the event Proposal 1 is not approved by our shareholders and Proposal 2 is approved by our shareholders, we expect that following the effective amendment to the Certificate of Designations related to Proposal 2 our Board of Directors would subsequently consider an increase to the number of shares of our preferred stock designated as Series A Preferred Stock to allow us to conduct an additional offering of up to $6 million in Series A Preferred Redeemable Stock.  Were the Board of Directors to approve such an increase, we would anticipate commencing a registered offering of those additional designated shares of Series A Preferred Stock  under our shelf registration statement.

Approval of this Proposal 2 requires the affirmative vote of holders of a majority of the Series A Preferred Stock.  Votes may be cast by Series A Preferred holders who are present in person or by proxy. Abstentions will have the effect of votes cast against Proposal 2. If your shares are held through a broker or an intermediary and you do not instruct your broker on how to vote the shares in your account for this Proposal 2, brokers will not be permitted to exercise their discretionary authority to vote for such proposal and your vote will not be cast.
THE BOARD UNANIMOUSLY RECOMMENDS
A VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE COMPANY’S
CERTIFICATE OF DESIGNATION TO ALLOW THE COMPANY TO INCREASE THE NUMBER OF SHARES DESIGNATED AS SERIES A PREFERRED STOCK WITHOUT ADDITIONAL SHAREHOLDER APPROVAL, UP TO THE TOTAL NUMBER OF SHARES OF PREFERRED STOCK AUTHORIZED LESS ANY SHARES SPECIFICALLY DESIGNATED AS PART OF ANOTHER SERIES OF PREFERRED STOCK
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5.  RESULTS OF THE SPECIAL MEETING

The Company intends to announce preliminary voting results at the Special Meeting and will publish final results within four business days of the Special Meeting in a Current Report on Form 8-K, which the Company will file with the SEC.
6.           SHAREHOLDER PROPOSALS FOR ANNUAL MEETING
6.15.1           Shareholder Proposals for Inclusion in Next Year’s Proxy Statement

Holders of the Company’s common stock are entitled to submit shareholder proposals to be considered at our annual meeting.  This right is not available to shareholders who only hold shares of our Series A Preferred Stock because our Series A Preferred Shares have limited voting rights.  To be considered for inclusion in the proxy statement relating to next year’s annual meeting, a shareholder proposal from a holder of our common stock must be received at our principal executive offices no later than February 1, 2016.January 16, 2017. Such proposals also will need to comply with SEC regulations under Rule 14a-8 regarding the inclusion of shareholder proposals in Company-sponsored proxy materials. Proposals should be addressed to the Company Secretary, Willamette Valley Vineyards, Inc., 8800 Enchanted Way S.E., Turner, Oregon 97392.  If the date of the next annual meeting is changed by more than 30 days from the anniversary of this year’s annual meeting, then, to be considered for inclusion in the proxy statement relating to next year’s annual meeting, notice of a shareholder proposal from a holder of our common stock will need to be received by the Company in a reasonable amount of time before the Company begins to print and send its proxy materials.

6.25.2           Other Shareholder Proposals

If a holder of our common stockshareholder wishes to present a shareholder proposal at our next annual meeting that is not intended to be included in the proxy statement pursuant to Rule 14a-8 of the Exchange Act, the shareholder should give notice to our Company Secretary of such proposal. Such notice should be addressed to the Company Secretary, Willamette Valley Vineyards, Inc., 8800 Enchanted Way S.E., Turner, Oregon 97392. Again, shareholders who only hold Series A Preferred Stock are not entitled to bring shareholder proposal at our annual meeting because of the limited voting rights of the Series A Preferred Stock.  According to the Company’s bylaws, in order to be timely, such notice must be in writing and received by the Company Secretary, not less than 90 days nor more than 120 days before the date of the meeting prior to the first anniversary of the date on which the Company first mailed its proxy materials for the 20152016 Annual Meeting (no earlier than January 29, 2016,15, 2017, and no later than the close of business on February 28, 2016)14, 2017). However, if the date of the annual meeting is advanced by more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, then notice by the shareholder to be timely must be delivered to the Company’s Secretary not later than the close of business on the later of (i) the 90th day prior to such annual meeting or (ii) the 15th day following the day on which public announcement of the date of such meeting is first made. Therefore, in the event a shareholder does not notify the Company of an intent to present a shareholder proposal at the Company’s 20162017 Annual Meeting within the timeframe outlined above, the Company’s management will have the right to exercise their discretionary authority to vote proxies received for such meeting with respect to any such proposal.

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6.35.3           Shareholder Director Nominations

The independent members of the Board of Directors select and recommend to the Board of Directors for approval nominees for director and committee member positions. The Board then considers the recommendation of these directors and decides which nominees to present to the Company’s shareholders for election to the Board of Directors.
 
Holders of our common stock are entitled to propose a nominee for election to the Board of Directors, however, shareholders who only hold our Series A Preferred Stock are not entitled to propose a nominee for election to the Board of Directors because of the limited voting rights of our Series A Preferred Stock.  Holders of our common stock
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Shareholders who wish to submit a proposed nominee for election to the Board of Directors of the Company for consideration by the Nominating CommitteeBoard should send written notice to the Chairman of the Board of Directors, Willamette Valley Vineyards, Inc., 8800 Enchanted Way S.E., Turner, Oregon 97392 no later than February 29, 2016.14, 2017.  Such notification should set forth all information relating to the proposed nominee, as is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act. This includes the proposed nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; the name and address of such shareholder or beneficial owner on whose behalf the nomination is being made; and the number of shares of common stock of the Company owned beneficially and of record by such shareholder or beneficial owner. The Nominating Committee will consider shareholder nominees on the same terms as nominees selected by the Nominating Committee.

6.           RESULTS OF THE ANNUAL MEETING

The Company intends to announce preliminary voting results at the Annual Meeting and will publish final results within four business days of the Annual Meeting in a Current Report on Form 8-K, which the Company will file with the SEC.

7.           HOUSEHOLDING

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for shareholders and cost savings for companies. The Company has implemented householding rules with respect to our shareholders of record. Additionally, a number of brokers with account holders who are shareholders may be “householding” the Company’s proxy materials. If a shareholder receives a householding notification from his, her or its broker, a single proxy statement will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from an affected shareholder. Once a shareholder has received notice from his/her broker that they will be “householding” communications to such shareholders address, “householding” will continue until you are notified otherwise.

Shareholders who currently receive multiple copies of the Proxy StatementNotice of Internet Availability at their address and would like to request “householding” of their communications should contact their broker. In addition, if any shareholder that receives a “householding” notification wishes to receive a separate annual report or proxy statementNotice of Internet Availability at his, her or its address, such shareholder should also contact his, her or its broker directly. Shareholders who in the future wish to receive multiple copies may also contact the Company c/o Company Secretary, Willamette Valley Vineyards, Inc., 8800 Enchanted Way S.E., Turner, Oregon 97392 .97392.

Shareholders of record sharing an address can request delivery of a single copy of annual reports to security holders, proxy statements, and notices of internet availability of proxy materials by contacting the Company at: c/o Company Secretary, Willamette Valley Vineyards, Inc., 8800 Enchanted Way S.E., Turner, Oregon 97392.  If you would like to request documents to be delivered to you prior to the Special Meeting, please do so by February 16, 2016 in order to receive them by the Special Meeting.

8.           COST OF SOLICITATION

The cost of soliciting proxies will be borne by the Company.  In addition to use of the mails, proxies may be solicited personally or by telephone by directors, officers and employees of the Company, who will not be specially compensated for such activities.

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9.           ADDITIONAL INFORMATION

WeA copy of the Company's Annual Report to Shareholders for the fiscal year ended December 31, 2015 accompanies this Proxy Statement.  The Company is required to file annual, quarterly and current reports, proxy statements and other informationan Annual Report on Form 10-K with the SEC.  YouShareholders may read andobtain, free of charge, a copy any document that we file atof the Public Reference Room ofForm 10-K on the website maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549, U.S.A. You may obtain information on the operation of the Public Reference Roomwww.sec.gov or by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a website at http://www.sec.gov, from which interested persons can electronically access our SEC filings.
Any person, including any beneficial owner, to whom this Proxy Statement is delivered may request copies of reports, proxy statements or other information concerning us (including the documents incorporated by reference herein) without charge, by written or telephonic request directedwriting to Craig Smith, Secretary, Willamette Valley Vineyards, Inc., 8800 Enchanted Way S.E., Turner, Oregon 97392, or they may access a copy through links provided on the Company's web site: www.wvv.com. An electronic version of the 2016 Proxy and Annual Report are available at this web address: otrtransfer.com/olink.  The information on the Company’s website is not part of this Proxy Statement.

By Order of the Board of Directors
James W. Bernau
Chairperson of the Board
February 4,May 16, 2016


 
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Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held at 1:00pm, July 10, 2016

As part of our efforts to eliminate unnecessary expenses and conserve the environment, Willamette Valley Vineyards, Inc. has elected to provide internet access to the proxy statement and annual report rather than distributing hardcopies of the meeting materials.  This reduces postage, printing expenses and paper waste.  The proxy statement and annual report are available at:

www.wvv.com/annualmeeting

The annual shareholder meeting will be held at 1:00pm on July 10, 2016 at Willamette Valley Vineyards, 8800 Enchanted Way S.E., Turner, Oregon 97392.  The matters to be covered are noted below:

4.To consider and vote upon a proposal to elect nine members to our Board of Directors with staggered terms ending at the annual meetings in 2017, 2018 and 2019;
5.To ratify the appointment by the Board of Directors of Moss Adams LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2016; and
6.To transact such other business as may properly come before the meeting or any postponements or adjournments of the meeting.

The Board of Directors of Willamette Valley Vineyards, Inc. recommends voting in favor of the above proposals.

This communication is not a form for voting and presents only an overview of the more complete proxy materials (including the proxy statement, annual report and form of proxy) that are available to you on the Internet as well as by mail upon request.  We encourage you to access and review all of the important information contained in the proxy materials before voting.

You may vote on-line, by mail, by phone or in person.  If you wish to vote online or by phone, you will need your Shareholder Control Number which can be found on your proxy.  No other personal information will be required in order to vote in this manner.  To vote your proxy on the internet, please follow these easy steps:

1.
Go to the Company’s transfer agent (OTR, Inc.) web site at www.otrtransfer.com
2.
Select the menu option O-Link.
3.
Under the heading Online Access, select the Shareholders link.
4.
At the sign-on screen type in your Account Number and your personalized Pin Number.
5.
Select VOTE PROXY from the account menu.
6.
Enter your Sequence Number once prompted.
7.
Select Submit Votes.

If you wish to vote by mail, simply cast your vote on the enclosed proxy, sign and return using the accompanying business reply envelope.  If you wish to vote by phone, please call the winery toll-free at (800) 344-9463.  If you wish to vote in person at the Annual Meeting, simply check the box on your proxy indicating that you plan to attend the annual shareholder meeting. You may acquire directions to the location of the annual shareholder meeting by calling the following toll-free number: 1 (800) 344 9463.  We ask that you cast your vote promptly and thank you for your continued support.

8800 Enchanted Way SE Turner, Oregon 97392
Telephone (503) 588-9463 Toll Free (800) 344-9463 Facsimile (503) 588-8894
www.wvv.com

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SPECIALIf you would like to receive a paper or email copy of the proxy materials at no charge, you can request one at any time at no expense to you by contacting OTR, Inc. using the toll-free number (877) 712-7725 or sending an email tocustomerservice@otrtransfer.com. Please make all such requests by June 27, 2016 in order to facilitate timely delivery of the proxy materials. If requests for proxy materials are not made by June 27, 2016 you will not otherwise receive a paper or email copy of the proxy materials prior to the meeting.









































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ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS

Sunday, February 28,July 10, 2016
1:00 pm

At

Willamette Valley Vineyards, Inc., 8800 Enchanted Parkway SE, Turner, OR 97392

Your Vote is Important to the Company!

Willamette Valley Vineyards, Inc.
8800 Enchanted Parkway SE
Turner, Oregon 97390

This proxy appointing James W. Bernau and Jan Green Bernau as proxy holders is solicited by the Board of Directors for use at the SpecialAnnual Meeting of holders of Series A Redeemable Preferred StockStockholders on February 28,July 10, 2016 and at any adjournments or postponements thereof.
 
The undersigned shareholder of Willamette Valley Vineyards, Inc. hereby appoints James W. Bernau and Jan Green Bernau, and each of them, with power of substitution to each, to attend the SpecialAnnual Meeting of the holders of the Series A Redeemable Preferred StockShareholders of said corporation to be held February 28,July 10, 2016, at 1 p.m. at the Company’s headquarters at Willamette Valley Vineyards, Inc., 8800 Enchanted Parkway SE, Turner, Oregon, 97390, and any adjournments or postponements thereof, and to vote the shares of the undersigned at such meeting with respect to the proposals, as indicated on the reverse side of this page, with all powers that the undersigned would have if acting in person; and with discretionary authority to act on such other matters as may properly come before said meeting or any adjournments or postponements thereof.
 
THE SHARES REPRESENTED HEREBY SHALL BE VOTED SPECIFICALLY ON THE PROPOSALS LISTED ON THE REVERSE SIDE HEREOF AS THERE SPECIFIED. WHERE NO SPECIFICATION IS MADE, SAID SHARES SHALL BE VOTED FOR THE PROPOSALS.
 
[See reverse for voting instructions.]
 
 
 
 
 
 

 
 
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YOUR VOTE IS IMPORTANT. PLEASE MARK, SIGN, DATE AND
MAIL YOUR PROXY CARD TODAY.


THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE PROPOSALS TO AMEND THE CERTIFICATE OF DESIGNATION OF THE SEREIES A REDEEMABLE PREFERRED STOCK
Proposal No. 1 – Election of Directors:

Proposal 1: Increasing number of shares designated as Series A Redeemable Preferred Stock.  Proposal to amend the Certificate of Designation for the Series A Redeemable Preferred Stock to increase the number of shares designated as Series A Redeemable Preferred Stock from 1,445,783 shares to 2,857,548 shares.Vote for All [  ]                                           Withhold All [  ]                                           For All Except [  ] ____________________________

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line next to the “For All Except” box.
 
      Term Term
Number: Nominees: Group Begins Ends
1 James W. Bernau I 2016 2017
2 Christoper L. Sarles I 2016 2017
3 Sean M. Cary I 2016 2017
4 Craig A. Smith II 2016 2018
5 Betty M. O'Brien II 2016 2018
6 Stan G. Turel II 2016 2018
7 James L. Ellis III 2016 2019
8 Heather Westing III 2016 2019
9 Jonathan Ricci III 2016 2019
Proposal No. 2 – Ratification of appointment of Moss-Adams, LLP as the independent registered public accounting firm of Willamette Valley Vineyards, Inc. for the year ending December 31, 2016.

Vote For [  ]                                Vote Against [  ]                                           Abstain [  ]
 
FOR
AGAINST
ABSTAIN
ooo
FORAGAINSTABSTAIN
Proposal 2: Amendment to the Certificate of Designation for Series A Series A Redeemable Preferred Stock.  Proposal to amend the Certificate of Designation for the Series A Redeemable Preferred Stock to allow additional increase to the number of shares designated as Series A Redeemable Preferred Stock, up to the amount of authorized preferred stock not otherwise designated as a separate series, without further approval of the holders of the Series A Redeemable Preferred Stock.
ooo

In their discretion, the proxies are authorized to vote upon such other business as may properly come before the SpecialAnnual Meeting of Series A Redeemable Preferred ShareholdersStockholders of Willamette Valley Vineyards, Inc. This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder(s), but if no direction is made, this proxy will be voted “FOR” each of the proposals identified above.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY.


Printed Name of Shareholder: ___________________________________________________________________________
 
Signature: _____________________________________________________Dated: ____________, 2016
Printed Name of Signer: __________________________________________ 
Title (if applicable): ______________________________________________No. of Shares Owned _______________
Signature (if held jointly): _________________________________________ 
Printed Name of Signer:    _________________________________________ 
Title (if applicable): ______________________________________________

Please sign exactly as name appears on the Share Certificates. When shares are held by joint tenants, all should sign. When signing as an attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person.

 

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