UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Eastside Distilling, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check in the appropriate box):

EASTSIDE DISTILLING, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON AUGUST 8, 201919, 2021

TO THE STOCKHOLDERS:

Notice is hereby given that the 20192021 annual meeting of stockholders of Eastside Distilling, Inc., a Nevada corporation (the “Company”), will be held at 2 p.m., local time, on August 8, 2019 at the Company’s headquarters at 1001 SE Water Avenue, Suite 390, Portland, OR, 97214,19, 2021 virtually, for the following purposes:

The foregoing items of business are more fully described in the proxy statement accompanying this Notice.

The annual meeting will be a virtual meeting held over the Internet. You will be able to attend the virtual annual meeting, vote your shares electronically and submit your questions during the live webcast of the meeting by visiting https://www.issuerdirect.com/virtual-event/east and entering your sixteen-digit control number located on your proxy card.

The Board of Directors has fixed the close of business on June 25, 201921, 2021 as the record date (the “Record Date”) for the determination of stockholders entitled to vote at this meeting or postponement of this meeting. Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the meeting and any adjournment or postponement thereof.

The Company is furnishing proxy materials to its stockholders through the Internet as permitted under the rules of the Securities and Exchange Commission. Under these rules, many of the Company’s stockholders will receive a Notice of Internet Availability of Proxy Materials instead of a paper copy of this Notice of Annual Meeting of Stockholders, the Proxy Statement, our proxy card, and our Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2020. We believe this process gives us the opportunity to serve you more efficiently by making the proxy materials available quickly online and reducing costs associated with printing and postage. Stockholders who do not receive a Notice of Internet Availability of Proxy Materials will receive a paper copy of the proxy materials by mail.

Your vote is important. We urge you to submit your proxy (1) over the internet, (2) by telephone, or (3) by mail, whether or not you plan to attend the meeting in person. For specific instructions, please refer to “Procedural Matters” beginning on the first page of the proxy statement and the instructions on the proxy card relating to the annual meeting. We would appreciate receiving your proxy by Monday, August 5, 2019.16, 2021.

By Order of the Board of Directors

Paul Block

/s/Steven Shum

Steven Shum

Interim Chief Executive Officer, Chief Financial Officer and SecretaryChairman of the Board of Directors

Portland, Oregon

July 11, 20196, 2021

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on August 8, 2019:19, 2021: The proxy statement and our 20182020 Annual Report are available at www.proxyvote.com.

Proxy Statement

For the Annual Meeting of Stockholders

To Be Held on August 8, 201919, 2021

Table of Contents

*To be voted on at the meeting

EASTSIDE DISTILLING, INC.

PROXY STATEMENT

FOR THE 20192021 ANNUAL MEETING OF STOCKHOLDERS

PROCEDURAL MATTERS

General

The enclosed proxy is solicited by the board of directors (the “Board of Directors” or the “Board”) of Eastside Distilling, Inc., a Nevada corporation, for use at the 20192021 annual meeting of stockholders (the “Annual Meeting”) to be held on August 8, 201919, 2021 at 2:00 p.m., local time,Pacific Time, and at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will be a virtual meeting held atover the Company’s headquarters at 1001 SE Water Avenue, Suite 390, Portland, OR, 97214.Internet. Our telephone number at our principal executive offices is (971) 888-4264. As used in this proxy statement, “we,” “us,” “our”“our,” and the “Company” refer to Eastside Distilling, Inc.

These proxy solicitation materials will first be mailed onOn or about July 11, 2019 to all6, 2021, we are mailing stockholders entitled to vote at the Annual Meeting.Meeting a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of this proxy statement. The Notice contains instructions on how to access those documents over the Internet, which are available at www.proxyvote.com as well as https://www.eastsidedistilling.com/annual-reports. The Notice also contains instructions on how to request a paper copy of our proxy materials, including this proxy statement and a form of proxy card or voting instruction card.

What is the purpose of the annual meeting?Annual Meeting?

At our annual meeting,Annual Meeting, stockholders will act upon the matters outlined in the accompanying notice of the meeting and described in this proxy statement. These matters include the election of directors, an advisory (non-binding) vote on the compensation of our named executive officers disclosed in this proxy statement, a vote on an amendment to the articles of incorporation to increase the authorized shares of common stock par value $0.0001 from 15,000,000 to 50,000,000 and a vote on the ratification of the selection of our independent registered public accounting firm.following:

Please read this proxy statement carefully. You should consider the information contained in this proxy statement when deciding how to vote your shares at the annual meeting.Annual Meeting.

Who is entitled to vote?

The Board of Directors has set June 25, 201921, 2021 as the record date for the annual meeting.Annual Meeting. If you were a stockholder of record at the close of business on the record date, June 25, 2019,21, 2021, you are entitled to receive notice of the meeting and to vote your shares at the meeting.meeting and at any postponement or adjournment thereof. Holders of the Company’s common stock are entitled to one vote per share.

What is the difference between a “stockholder of record” and a “street name” holder?

These terms describe how your shares are held. If your shares are registered directly in your name with our transfer agent, Transfer Online, Inc., then you are a “stockholder of record.” If your shares are held in a stock brokerage account or by a bank, trust, or other nominee, then the broker, bank, trust, or other nominee is considered to be the stockholder of record with respect to those shares. However, you still are considered the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot vote their shares directly and must instead instruct the broker, bank, trust, or other nominee how to vote their shares using the voting instructions provided by it.

Who can attend the meeting?

All stockholders as of the record date, or their duly appointed proxies, may attend the meeting.

What is a proxy?

A proxy is your designation of another person to vote on your behalf. The other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. When you designate a proxy, you also may direct the proxy how to vote your shares. We sometimes refer to this as your “proxy vote.” By completing and returning the enclosed proxy card, or voting by internet or telephone, you are giving the persons appointed as proxies by our Board of Directors the authority to vote your shares.

What is a proxy statement?

A proxy statement is a document that we are required to give you, or provide you access to, in accordance with regulations of the Securities and Exchange Commission (the “SEC”), when we ask you to designate proxies to vote your shares of our common stock at a meeting of our stockholders. The proxy statement includes information regarding the matters to be acted upon at the meeting and certain other information required by regulations of the SEC and rules of The Nasdaq Stock Market (“Nasdaq”).

How many shares must be present to hold the meeting?

At least a majority of the shares of our common stock outstanding on the record date must be present at the meeting in order to hold the meeting and conduct business. This is called a quorum. Your shares are counted as present at the meeting if:

As of market close on the Record Date, 9,162,313June 21, 2021, 12,417,577 shares of our common stock were outstanding and entitled to vote. Because holders of common stock are entitled to one vote per share, a total of 9,162,31312,417,577 votes are entitled to be cast at the annual meeting.Annual Meeting. Proxies that are received and voted as withholding authority, abstentions, and broker non-votes (where a bank, trust, broker, or other nominee does not exercise discretionary authority to vote on a matter) will be included in the calculation of the number of shares considered to be present at the meeting.

How do I vote my shares?

If you are a stockholder of record as of the record date, you can give a proxy to be voted at the meeting in any of the following ways:

The telephone and internet voting procedures have been set up for your convenience. We encourage you to reduce corporate expense by submitting your vote by telephone or internet. The procedures have been designed to authenticate your identity, to allow you to give voting instructions, and to confirm that those instructions have been recorded properly. If you are a stockholder of record and you would like to submit your proxy by telephone or internet, please refer to the specific instructions provided on the enclosed proxy card. If you wish to submit your proxy by mail, please access a proxy card in the material available on the internet or request a proxy card from us and return your signed proxy card to us before the annual meeting.Annual Meeting.

If the shares you own are held in street name, your broker, bank, trust, or other nominee, as the record holder of your shares, is required to vote your shares according to your instructions. Your broker, bank, trust, or other nominee is required to send you directions on how to vote those shares. If you do not give instructions to your broker, bank, trust, or other nominee, it will still be able to vote your shares with respect to certain “discretionary” items but will not be allowed to vote your shares with respect to certain “non-discretionary” items. In the case of non-discretionary items, the shares that do not receive voting instructions will be treated as “broker non-votes.”

Stockholders will not be able to attend the Annual Meeting in person. If you were a stockholder of record as of the Record Date, you aremay access the virtual meeting by going to https://www.issuerdirect.com/virtual-event/east and following the instructions on the website to enter the first 13 digits of your control number printed on your proxy card or notice of internet availability of proxy materials.

If you were a stockholderbeneficial owner as of recordthe Record Date of shares held in “street name” through a broker, bank or other nominee and you attend the meeting, you may vote in person at the meeting. Even if you currently planwish to attend the meeting we recommend that you also submit your proxy as described above so that your vote will be counted if you later decide not to attend the meeting. If you are a street name holder, you mayand/or vote your shares in person atduring the meeting only ifor submit questions during the meeting, you will need to provide proof of your authority to vote (legal proxy), which you must obtain a signed letter or other documentfrom such nominee reflecting your holdings. You may forward an e-mail from your broker, bank, trustnominee or other nominee givingattach an image of your legal proxy and transmit it via e-mail to Issuer Direct at proxy@issuerdirect.com and you should label the righte-mail “Legal Proxy” in the subject line. Requests for registration must be received by Issuer Direct no later than 12:00 a.m., Pacific Time, on August 17, 2021. You will then receive confirmation of your registration, with a control number by e-mail from Issuer Direct. At the time of the meeting, go to www.issuerdirect.com/virtual-event/east and enter the first 13 digits of your control number.

Online access to the Annual Meeting will open at 1:45 p.m. Pacific Time to allow time for stockholders to log-in prior to the start of the Annual Meeting. You may vote or ask questions during the Annual Meeting by following the instructions available on the meeting website during the meeting.

Whether or not stockholders plan to participate in the virtual-only Annual Meeting, the Company urges stockholders to vote and submit their proxies in advance of the meeting by one of the methods described in the proxy materials for the Annual Meeting. The proxy card included with the Proxy Statement previously distributed will not be updated to reflect the change to a virtual-only meeting and may continue to be used to vote shares atin connection with the meeting. If you have questions about attending or would like directions to the annual meeting, please write to the Secretary, Eastside Distilling, Inc., 1001 SE Water Avenue, Suite 390 Portland, OR, 97214 or call (971) 888-4264.Annual Meeting.

What does it mean if I receive more than one proxy card or voting instruction form?

If you receive more than one proxy card or voting instruction form, it means that you hold shares registered in more than one account. To ensure that all of your shares are voted, sign and return each proxy card, or if you submit your proxy vote by telephone or internet, vote once for each proxy card or voting instruction form you receive.

What if I do not specify how I want my shares voted?

If you submit a signed proxy card or submit your proxy by telephone or internet and do not specify how you want to vote your shares, the proxies will vote your shares:

	●	FOR PROPOSAL NO. 6 if the Annual Meeting is convened and a quorum is present, but there are not sufficient votes to approve Proposals 3 and 4, our proxy holders may move to continue, adjourn, or postpone the Annual Meeting at that time to enable our Board of Directors to solicit additional proxies; and
	●	In the discretion of the persons named as proxies as to all other matters that may be properly presented at the annual meeting.Annual Meeting.

Can I change my proxy after submitting my proxy?

Yes, you may revoke your proxy and change your vote at any time before your proxy is voted at the annual meeting.Annual Meeting. If you are a stockholder of record, you may revoke your proxy and change your vote by submitting a later-dated proxy by telephone, internet, or mail, by voting in person at the meeting, or by delivering to our Secretary a written notice of revocation. Attending the meeting will not revoke your proxy unless you specifically request to revoke it.

If you hold your shares in street name, contact your broker, bank, trust, or other nominee regarding how to revoke your proxy and change your vote.

What is the vote required to approve each matter?

Proposal No. 1: Election of Directors.The affirmative vote of the holders of a plurality of the votes cast on the election of directors at the meeting is required for nominees to be elected as directors. The sevenfive nominees receiving the highest number of votes will be elected to the Board. Votes withheld and broker non-votes are not counted toward a nominee’s total.will have no effect on the vote.

Proposal No. 2: Advisory approval of compensation of our named executive officers. Because this is an advisory vote, it will not be binding upon the Board of Directors. However, the Compensation Committee of the Board (the “Compensation Committee”) will take into account the outcome of the vote when considering future executive compensation arrangements. This proposal will be approved upon the affirmative vote of a majority of the common stock present in person or by proxy at the meeting and voting on the matter.meeting. For purposes of counting votes on this matter, abstentions will have the effect of voting against the matter and broker non-votes will not be counted as shares votedhave no effect on the matter.vote.

Proposal No. 3: Amendment to the articles of incorporation. We are asking stockholders to approve an amendment to the Company’s Articles of Incorporation, to increase the number of authorized shares of common stock, par value $0.0001 per share, from 15,000,000 to 50,000,00035,000,000 shares. The Board believes that the proposed increase in authorized common stock is desirablenecessary to provide additional flexibility for potential future business and financial transactions. The affirmative vote of a majority of our outstanding common stock will be necessary to approve the adoption of the proposed amendment to our Articles. As a result, abstentions and non-votes will have the same effect as “against” votes.

Proposal No. 4: Anti-Dilution Approval Proposal. We are asking stockholders to approve the anti-dilution protection provisions included in the Notes and the Warrants issued in connection with the Company’s entry into the Purchase Agreement with the Subscribers for their purchase of the Notes and Warrants in the Private Placement. For purposes of counting votes on this matter, abstentions will have the effect of voting against the matter and broker non-votes will have no effect on the vote.

Proposal No. 5: Independent Registered Public Accounting Firm.The affirmative vote of a majority of the common stock present in person or by proxy at the meeting is necessary to approve the ratification of our independent registered public accounting firm for 2021. For purposes of counting votes on this matter, abstentions will have the effect of voting against the matter and broker non-votes will have no effect on the vote.

Proposal No. 6: The Adjournment Proposal. The affirmative vote of a majority of the common stock present in person or by proxy at the meeting and voting on the matter is necessary to approve the ratification of our independent registered public accounting firm for 2019.Adjournment Proposal. For purposes of counting votes on this matter, abstentions will have the effect of voting against the matter and broker non-votes will not be counted as shares votedhave no effect on the matter.vote.

Are there other matters to be voted on at the meeting?

As of the date of this proxy statement, our Board of Directors does not know of any matters which may come before the meeting other than the matters described in this proxy statement. Should any other matter requiring a vote of the stockholders arise and be properly presented at the annual meeting,Annual Meeting, the proxy gives the persons named in the proxy and designated to vote the shares discretionary authority to vote or otherwise act with respect to any such matter in accordance with their best judgment.

What happens if the Annual Meeting is postponed?

Your proxy may be voted at the postponed meeting. You will still be able to change your proxy until it is voted.

How does the Board recommend that I vote?

The Board of Directors recommends that you vote:

Who pays for this proxy solicitation?

All costs of soliciting proxies will be borne by us. Our directors, officers, and other employees may without compensation other than their regular compensation, solicit proxies by further mailing or personal conversation, or by telephone, facsimile or electronic means. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for their out-of-pocket expenses for forwarding soliciting material to the beneficial owners of our common stock.

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting

to be Held on August 8, 2019:19, 2021:

Our proxy statement and 20182020 Annual Report are available

at www.proxyvote.com.www.proxyvote.com.

PROPOSAL NO. 1

ELECTION OF

DIRECTORS

General

Our Bylaws provide that the Board of Directors shall have not lessfewer than three (3) nor more than nine (9) seats. The Board of Directors has set the size of the Board of Directors at seven (7) effective following the Annual Meeting.five (5). The directors shall be elected at each annual general meeting of the stockholders and, except as otherwise provided by applicable law, our Articles of Incorporation or Bylaws, each director shall hold office until the next annual meeting of stockholders or until the director’s successor has been elected and qualified. If for any reason directors are not elected at the annual meetingAnnual Meeting of the stockholders, they may be elected at any special meeting of the stockholders that is duly called and held for that purpose in the manner provided by the Bylaws.

Set forth below is certain information furnished to us by the director nominees.

Nominees for Director

SevenFive directors are to be elected at the Annual Meeting for a one-year term ending on the earlier of:of (a) the annual meeting of stockholders to be held in 2020;2022, or (b) her or his successor is duly elected and qualified. The Board of Directors has nominated Trent Davis, Michael Fleming, Jack Peterson, David Holmes, Matthew Szot, Owen LingleyPaul Block, Eric Finnsson, Robert Grammen, Stephanie Kilkenny, and Paul F. ShoenElizabeth Levy-Navarro for election to the Board of Directors.

Unless otherwise instructed, the proxy holders will vote the proxies received by themforthe election of each of the nominees to the Board of Directors. Each nominee has indicated that he or she will serve if elected. We do not anticipate that any of these nominees will be unable or unwilling to stand for election, but if that occurs, all proxies received may be voted by the proxy holders for another person nominated by the Board of Directors. As there are sevenfive nominees, proxies may be voted for up to sevenfive persons.

Vote Required for Election of Directors

If a quorum is present, the nominees for election to the Board of Directors receiving the greatest number of votes cast “for” the election of the directors by the shares present, in person or by proxy, will be elected to the Board of Directors. Votes withheld and broker non-votes are not counted toward a nominee’s total.

Director Nominees

The names and certain information as of the Record Date about the nominees are set forth below.

Trent Davis,Paul Block, age 5164, was appointed as our Chief Executive Officer as of July 1, 2020, was appointed to our Board of Directors in April 2020, and currently serves as Chairman of the Board. Mr. Block also serves as a member of the board of directors of GLG Life Tech Corporation, a producer of zero calorie natural sweeteners, and served as president of GLG Life Tech Corporation from January 2019 to June 2020. Prior to GLG Life Tech Corporation, Mr. Block held numerous positions as a consumer goods executive, including as chief executive officer and member of the board of directors of SVP Worldwide, a consumer sewing machine company, as chief executive officer and member of the board of directors of Merisant Worldwide, the maker of the Equal Sweetener brand, and as chief executive officer of Sara Lee Retail Coffee & Tea USA, a retail coffee company. He also held various marketing and brand management positions with Allied Domecq PLC, Groupe Danone, Guinness, and Miller Brewing Company earlier in his career. Mr. Block received his Bachelor of Science from Kent State University and participated in the Kellogg School of Management’s Advanced Executive Program for General Management. We believe Mr. Block’s experience in consumer products, including beer and spirits, provides a valuable perspective to the board.

Eric Finnsson, age 59, was appointed to our Board of Directors on July 30, 2020. Since March 2019, Mr. Finnsson has served as chief financial officer of GLG Life Tech Corporation, a producer of zero calorie natural sweeteners. Prior to joining GLG Life Tech Corporation, Mr. Finnsson worked as an independent consultant, offering finance and business consulting services to start-ups and individuals investing in China. Mr. Finnsson worked for KPMG for over 25 years in Canada, Europe and China, including three years specializing in Global Risk Management in KPMG’s International Headquarters. During his time with KPMG in China, Mr. Finnsson specialized in auditing and advising large multinational groups in the food and beverages sector. Mr. Finnsson graduated from The University of British Columbia in 1987 with a major in Economics and received his designation as a Canadian Chartered Accountant in 1990. We believe Mr. Finnsson’s experience in finance and management provides a value to the Board.

Robert Grammen, age 65, was appointed to our Board of Directors on June 15, 2020. Mr. Grammen currently serves as a managing director of EFO Management, LLC, a family investment office, where he is responsible for the origination, analysis, structure and execution of direct debt and equity investments. Prior to joining EFO Management, LLC in 1999, Mr. Grammen served as a vice president of International Trading Group, focusing on the purchase, restructure and sale of distressed municipal bond debt. Mr. Grammen received his Bachelor of Arts in Economics from Bethany College, Bethany, West Virginia. We believe Mr. Grammen’s experience in finance and investment provides a value to the board.

Stephanie Kilkenny, age 48, was appointed to our Board of Directors in August 2016. Mr. Davis is currently CEO for Paulson Investment Company,October 2019. Ms. Kilkenny was the former managing director of Azuñia Tequila, and together with her spouse, owns and controls TQLA, LLC which is(“TQLA”), the majority owner of Intersect Beverage, LLC (“Intersect”). Ms. Kilkenny holds a boutique investment firm specializingBS Psychology from Ursinus College in private equity offerings for smallPennsylvania and relocated to mid-cap markets. Formerly, from December 2014 to December 2018, Mr. Davis was PresidentCalifornia immediately upon earning her degree. She began her post-college career in Client Services at the corporate offices of Mail Boxes Etc. and COOas an Operations Manager at the corporate offices of Whitestone Investment Network, Inc., which specializesInsurance Express Services. After a few years in providing executive advisory services to small entrepreneurial companies, as well as restructuring, recapitalizing, and making strategic investments in small to midsize companies. In March of 2018, Mr. Davis was appointedthe corporate world, Ms. Kilkenny returned to the Board of Directors of Senmiao Technology Limited (Nasdaq: AIHS),classroom to study photography and acquire an online lending platform in China connecting Chinese investors with individualAA Interior Design from Mesa College, and small- to-medium-sized enterprise borrowersthen opened her own photography and creditors, anddesign firm, Adair Interiors, LLC. Stephanie currently serves as an independent director and a memberBoard President of the Audit, Compensation,Lucky Duck Foundation, a non-profit organization that has raised over $10 million dollars for various charitable organizations since Ms. Kilkenny and Nominating and Corporate Governance Committees. Asher husband Patrick founded it in 2005. In 2017, The Lucky Duck Foundation narrowed its focus to alleviating the Lead Independent Director, from July 2015suffering of San Diego County’s homeless population. Their annual Swing & Soiree event has raised over $1 million dollars per year for the past 5 years. We believe Ms. Kilkenny adds value to April 2017, Mr. Davis helped to successfully complete the reverse merger between Dataram Corporation (Nasdaq: DRAM), which develops, manufactures, and markets memory products primarily used in enterprise servers and workstations worldwide, and U.S. Gold Corp (Nasdaq: USAU), which is a gold exploration and development company. Previously, from December 2014 to July 2015, Mr. Davis was Chairman of the Board for Majesco Entertainment Company (Nasdaq: COOL), which is an innovative developer, marketer, publisher, and distributor of interactive entertainment for consumers around the world. In April of 2017, Majesco completed a reverse merger with, and changed its name to PolarityTE, which is the owner of a novel regenerative medicine and tissue engineering platform. From November 2013 until July 2014, Mr. Davis served as the President and a Director of Paulson Capital Corp. (Nasdaq: PLCC) until he successfully completed the reverse merger of Paulson with VBI Vaccines, (Nasdaq: VBIV). He went on to serve as a member of its Board of Directors and Audit Committee until May 2016. Mr. Davis was also the Chief Executive Officer of Paulson Investment Company, LLC, a subsidiary of Paulson Capital Corp, from July 2005 to October 2014, and is credited with overseeing the syndication of approximately $600 million for over 50 client companies in both public and private transactions. In 2003, Mr. Davis served as a Chairman of the Board of the National Investment Banking Association. Mr. Davis holds a B.S. in Business and Economics from Linfield College and an M.B.A. from the University of Portland. Mr. Davis is qualified to serve on the Boardboard because of his deep knowledgeher experience as managing director of finance and public company issues, capital market, advisory and entrepreneurial experiences, and extensive expertise in operational and executive management.Azuñia Tequila.

Michael Fleming,Elizabeth Levy-Navarro, age 70, was appointed to our Board of Directors in August 2016. Mr. Fleming is currently an attorney with the law firm Ryan, Swanson & Cleveland, PLLC specializing in real estate, dispute resolution, securities and environmental matters. Mr. Fleming previously was an attorney with the law firm of Lane Powell PC from 2000 to 2013. Mr. Fleming is the Chairman of the Board of Directors of Jones Soda Co., a publicly traded premium beverage company. Mr. Fleming has served on the Board of Directors of Big Brothers and Big Sisters of Puget Sound since 2002 and was Chairman of the Board of Directors from 2008 to 2009. He has also been the President and owner of Kidcentre, Inc., a company in the business of providing child-care services in downtown Seattle, Washington, since 1988. Since 1985, he has also been the President and owner of Fleming Investment Co., an investment company. Mr. Fleming holds a Bachelor of Arts degree from University of Washington and a law degree from the University of California, Hastings College of the Law. We believe Mr. Fleming is qualified to serve on our Board of Directors because of his experience serving on public company boards, as president and owner of two businesses as well as his legal expertise in matters of business and securities law.

Jack Peterson, age 55, was appointed to our Board of Directors in August 2017. Since May 2007, Mr. Peterson has been the President of Sandstrom Partners, a brand development company that focuses on the creation and revitalization of thought leading brands such as Bulleit Bourbon, St-Germain, Stillhouse Whiskey, Miller Brewing, Pernod Ricard and Aviation Gin. In addition to Eastside, clients of the firm include Bacardi, Pernod Ricard, Brown Foreman and Diageo. From March 1996 to April 2007, Mr. Peterson was President of Borders, Perrin, Norrander, a full-service advertising agency in Portland, OR. Previously, Mr. Peterson served as account director and account executive at several advertising agencies including Hal Riney & Partners in San Francisco. Mr. Peterson holds a B.A. from the University of Minnesota. Because of his professional experience in brand development and establishing brand equity, and his contacts within the spirits industry, we believe Mr. Peterson will be a valuable member of our board of directors.

Matthew Szot, age 45, was elected to our board of directors and has served as the chairman of the audit committee of our board of directors since June 2018. Mr. Szot is currently the Executive Vice President and Chief Financial Officer of S&W Seed Company (Nasdaq: SANW) where he has served since March 2010. Mr. Szot brings a wealth of knowledge in mergers and acquisitions, debt and equity financings, developing and implementing financial and operational process improvements, technical accounting, SEC reporting and compliance. During this tenure, Mr. Szot has been instrumental in negotiating, structuring and integrating six strategic acquisitions and raising more than $125 million for the company. Mr. Szot is also currently a Director and serves as Chairman of the Audit Committee and a member of both the Compensation Committee and Nominating and Governance Committees of SenesTech (Nasdaq: SNES), a life science company focused on animal health. From February 2007 until October 2011, Mr. Szot served as the Chief Financial Officer for Cardiff Partners, LLC, a strategic consulting company that provided executive financial services to various publicly traded and privately held companies. Prior thereto, from 2003 to December 2006, Mr. Szot served as Chief Financial Officer and Secretary of Rip Curl, Inc., a market leader in wetsuit and action sports apparel products. From 1996 to 2003, Mr. Szot was a Certified Public Accountant with KPMG in the San Diego and Chicago offices and served as an Audit Manager for various publicly traded companies. Mr. Szot graduated with High Honors from the University of Illinois, Champaign-Urbana with a Bachelor of Science degree in Agricultural Economics/Accountancy. Mr. Szot is a Certified Public Accountant in the State of California. We believe that Mr. Szot is qualified to serve as a member of our board of directors because of his experience and knowledge of corporate finance, mergers and acquisitions and corporate governance, as well as other operational, financial and accounting matters gained as a past and present chief financial officer of other public and private companies.

David Holmes, age 45,58, was appointed to our Board of Directors on October 15, 2018. Mr. Holmes currentlyMarch 22, 2021. Ms. Levy-Navarro co-founded and was Chief Executive Officer of Orrington Strategies, a management consulting firm, helping consumer products and financial services executives grow their businesses and brands, from 2002 to 2017. Since 2018, she has been a corporate advisor with Summit Strategy Advisors. From 1993 to 2002, Ms. Levy-Navarro served as Practice Leader and Operating Committee Member for The Cambridge Group. Ms. Levy-Navarro led her practice helping corporate executives develop and implement business growth strategies. Ms. Levy-Navarro also serves on the Wilshire Mutual Funds Board, as its Valuation Committee Chair, and on its Audit, Nominating, and Investment Committees. She also serves on the founder of Third Floor, LLC, a development-stage company assembling a platform of brands primarily focusedAIG US Life Company Board, including on ‘evolved beverages’ and cannabidiol (CBD) beverages. Prior thereto, he was a co-founder of Boathouse Beverage, the developer of the SpikedSeltzer brand, which was sold to ABInbev in 2016. While at Boathouse, Mr. Holmes built the SpikedSeltzer brand from concept to product to sale and, in the process, created a segment in the alcohol beverage market. He developed and directed all branding/marketing and related execution, along with sole responsibility for all investment, finance, logistics and field sales management. Following the SpikedSeltzer brand acquisition, Mr. Holmes became Vice President at ABInbev where his primary focus was on managing the operational transition to ABI, leading and guiding the brand identity transition into ABI and wholesaler outreach and relationship building. Prior to co-founding Boathouse Beverage, Mr. Holmes was a director and portfolio manager at Citi Capital Advisors from 2007 through 2012, where he ran its distressed debt opportunity fund. Mr. Holmes was also an analyst at Marathon Asset Management, an alternative asset management firm with $10 billion in assets under management investing in global credit and fixed income markets. Mr. Holmes has anCorporate Affairs (Audit) Committee. Ms. Levy-Navarro earned her MBA in Finance from ColumbiaThe Wharton School, University of Pennsylvania, and holds a BABBA in EconomicsMarketing from Connecticut College.BecauseUniversity of his extensiveMichigan. We believe Ms. Levy-Navarro adds value to the board because of her experience within the spirits industry, the Company believes Mr. Holmes will be a valuable member of the Board.in beverage distributing and executive strategic leadership.

Owen Lingley, age 39,is the founder of Craft Canning & Bottling (“Craft”) and Imperial Yeast. After receiving an economics degree from the University of Denver, he spent two years in Kazakhstan in the Peace Corps. Moving to the Northwest, he worked in packaging and at a yeast laboratory, before founding Craft in 2012. Craft has grown to be the industry leader in canning, with 17 lines spread over three states, packaging beer, wine, coffee, ready-to-drink cocktails, and cannabidiol beverages and was acquired by the Company in 2019. Following the acquisition, Mr. Lingley continues to serve as the non-executive Chairman of Craft. In 2014, he founded Imperial Yeast, which has grown to be the third largest supplier of liquid yeast to the brewing industry, and the first certified organic supplier of yeast in the world.Because of his extensive industry experience, particularly with respect to canning and bottling operations, we believe that Mr. Lingley will be a valuable member of the Board.

Paul F. Shoen, age 63,is a private investor and also founded and has served as the Chairman of Pantechnicon Aviation, Ltd., a company that buys and sells aircraft, since 1995. Although he is no longer associated with Amerco, Inc., over a 15-year period, Mr. Shoen served as a member of various Boards of Directors at the parent and subsidiary levels of Amerco, including the operational, real estate and insurance companies. He also served in various executive capacities within Amerco, including President and Vice-President of U-Haul International. Mr. Shoen also served on the Board of Directors of Paulson Capital Corp. from 1998 until its acquisition by VBI Vaccines Inc. in 2014. Mr. Shoen attended College of the Holy Cross where he earned a B.A. in Psychology. He has also taken graduate-level business courses at the University of Chicago. We believe that Mr. Shoen’s experience on other company boards and as a private investor is valuable to our Board.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTEFOR THE ELECTION OFMessrs. Davis, Fleming, peterson, szot, Holmes, Lingley and Shoen PAUL BLOCK, ERIC FINNSSON, ROBERT GRAMMEN, STEPHANIE KILKENNY, AND ELIZABETH LEVY-NAVARRO TO THE BOARD OF DIRECTORS.

Executive Officers

Executive Officers

The names and certain information about our executive officers as of the Record Date are set forth below:

Robert Manfredonia, age 54,has served as our President since December 6, 2018.Mr. Manfredonia has over 25 yearsOur executive officers are each appointed by the Board of experience helping liquor companies drive new business growth, distributor focusDirectors and forging strong relationships with external business partners. In April 2018, Mr. Manfredonia joined us from Russian Standard, where he was Vice President in charge of National Accounts. As Vice President of National Accountsserve at the Company, Mr. Manfredonia was in charge of selling the Company’s Redneck Riviera Whiskey product to ‘big box’ retailers including Costco, Kroger, Albertsons, Walmart, CVS, Winn Dixie, Spec’s (Texas), Jewel Osco, ABC Liquors (Florida) and other significant accounts. He started his career as a sales manager with Southern Wine & Spirits. From 2012 through 2015, he was co-founder of Diamond Brands Inc., where he led the concept development, research and development, and bringing to market of a French sparkling wine. From 2007 through 2012, he was Western Division Director for Duvel Moortgat USA, where he had oversight of six breweries, five European, and U.S. management of 106 distributors. Prior to 2007, Mr. Manfredonia worked for Miller Brewing Company as a Division Director of International Brands. His oversight included nine urban centers and 52 distributors with a fiscal 2006 revenue increase of 42%Board’s discretion. There are no family relationships among our officers or directors. He served as a logistics specialist in the United States Air Force from 1984 through 1989, serving in Asia and Europe.

Steven Shum,Paul Block, age 4864, was appointed as our Chief Executive Officer as of July 1, 2020, has served as our interim chief executive officera director since May 2019April 2020, and as our chief financial officer since October 2015. Prior to joining us, Mr. Shum served as an officer and director of XZERES Corp from October 2008 until April 2015, a publicly-traded global renewable energy company, in various officer roles, including chief operating officer from September 2014 until April 2015, chief financial officer, principal accounting officer and secretary from April 2010 until September 2014 (under former name, Cascade Wind Corp) and chief executive officer and president from October 2008 to August 2010. Mr. Shum currently serves onas Chairman of the Board. Mr. Block also currently serves as a member of the board of directors of Invo Bioscience Inc. (OTC: IVOB),GLG Life Tech Corporation, a medical device company. Mr. Shum also serves as the managing principal of Core Fund Management, LP and the Fund Manager of Core Fund, LP. He was a founder of Revere Data LLC (now part of Factset Research Systems, Inc.) and served as its executive vice president for four years, heading up the product development efforts and contributing to operations, business development, and sales. He spent six years as an investment research analyst and portfolio manager of D.N.B. Capital Management, Inc. His previous employers include Red Chip Review and Laughlin Group of Companies. He earned a B.S. in Finance and a B.S. in General Management from Portland State University in 1992.

Melissa Heim, age 35,has served as our master distiller since June 2012 and has been a professional producer of spirits for 11 years. In November 2016, she was appointed our Executive Vice President Operations. We believe Ms. Heim was one of the first female master distillers and blenders west of the Mississippi River. Prior to joining us, she apprenticed at and then served as head distiller at Rogue Distillery and Public House in Portland’s Pearl District, holding the latter position from 2008 to 2010. Also, Ms. Heim co-foundedzero calorie natural sweeteners, and served as president of GLG Life Tech Corporation from January 2019 to June 2020. Prior to GLG Life Tech Corporation, Mr. Block held numerous positions as a consumer goods executive, including as chief executive officer and member of the Clear Boots Society, an organization that supports women’s leadershipboard of directors of SVP Worldwide, a consumer sewing machine company, as chief executive officer and member of the board of directors of Merisant Worldwide, the maker of the Equal Sweetener brand, and as chief executive officer of Sara Lee Retail Coffee & Tea USA, a retail coffee company. He also held various marketing and brand management positions with Allied Domecq PLC, Groupe Danone, Guinness and Miller Brewing Company earlier in his career. Mr. Block received his Bachelor of Science from Kent State University and participated in the spirits industry. Ms. Heim studied Liberal Arts with emphasis on English at the UniversityKellogg School of Oregon. Ms. Heim is a current board member and TreasurerManagement’s Advanced Executive Program for the Women Distillers Guild,General Management.

Geoffrey Gwin, age 53, was appointed Chief Financial Officer as of June 15, 2020. Mr. Gwin previously served as a member of the Craft Spirit Steering Committee forboard of directors from August 2019 through June 2020. Mr. Gwin was a Member of Quad Capital Management Advisors, LLC and the international association WomenManaging Member of Group G Capital Partners, LLC. Mr. Gwin is a Board Observer of SMArtX Advisory Solutions, Inc., a private company offering technology solutions to wealth advisors, RIAs, and other financial services firms. Mr. Gwin formed Group G Capital Partners, LLC in 2003 and has continuously managed its related strategies as its Chief Investment Officer. Mr. Gwin has held positions at Symphony Asset Management, BHF-BANK Aktiengesellschaft, and Citibank, Inc. over the Vinelast two decades. Mr. Gwin holds a Bachelor of Science in Business from Wake Forest University and Spirits,is a member in good standing with the American Distilling Institute since 2014, a member in good standing with the American Craft Spirits Association since 2014, was named as one of the beverage industry’s top 40 under 40 tastemakers in 2017 and holds certification in advanced blending, maturation and warehousing techniques for spirits. She has earned the company over 40 medals for flavor including prestigious Double Golds at the country’s most competitive contests, besting some of the industry’s largest brands. Her works extends beyond distilled spirits, in 2019 she spearheaded the production and release of the first-of-their-kind CBD beverages, under the brand name Outlandish, which includes single serve seltzer, tonic and ginger ale. Ms. Heim oversees the Eastside portfolio of products and manages the company’s development and innovation team.Chartered Financial Analyst.

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

Board of Directors Leadership Structure

In 2018, the Board of Directors had a structure whereby the Chair of our Board of Directors was the Chief Executive Officer. In May 2019, the structure was modified to have an “Executive Chair”,Chair,” who was the most recent former Chief Executive Officer. The Executive Chair hashad expanded duties, including sourcing acquisitions and product development and assisting in financing activities as requested by the Company. TheIn August 2019, we changed the structure also includes a separate Vice-Chair who acts as a lead independent director. We believe the current separation of the vice-chair/lead independent director from the Executive Chair allowed the Board to balance a Chair with inside knowledge of the Company with appropriate oversight. We anticipate that the Board of Directors will elect a new Chair in conjunction with our Annual Meeting and will determine whether to maintain the non-independent chair / independent vice-chair structure or have an independent Chair. In July 2020, we changed the structure to instead have an Independent Lead Director.

In May 2021, the Board determined that the need for the Independent Lead Director is no longer necessary. We have determined that our current leadership structure where the same person serves as both principal executive officer and Chair structure.of the Board best suits our current leadership needs as we seek to implement our new sustainable business strategy and reinvent our business model for sustainable success and value creation. We recognize that different board leadership structures may be appropriate for companies in different situations and should be reviewed and carefully considered periodically in light of the Board’s composition and the needs of the Company. As a result, we intend to closely review and consider the optimal Board leadership structure for the Company at and following the Annual Meeting.

Our chair of the Board of Directors is responsible for the effective functioning of our Board of Directors, enhancing its efficacy by guiding Board of Directors processes and presiding at Board of Directors meetings. Typically, our chair presides at stockholder meetings and ensures that directors receive appropriate information from our management to fulfill their responsibilities. We expect our chairChair to also act as a liaison between our Board of Directors and executive management, facilitating clear and open communication between management and the Board of Directors.

Board of Directors Role in Risk Oversight

One of the key functions of our Board of Directors is informed oversight of our risk management process. Our Board of Directors does not have a standing risk-management committee, but rather administers this oversight function directly through our Board of Directors as a whole, as well as through our various standing committees as described below, that address risks inherent in their respective areas of oversight. In particular, our Board of Directors is responsible for monitoring and assessing strategic risk exposure, and discusses with management our major risk exposures, their potential impact on us and the steps we take to manage them. While our Board is ultimately responsible for risk oversight, our standing committees and management assist the Board of Directors in fulfilling its oversight responsibilities in certain areas of risk. For example, our audit committee is responsible for monitoring and assessing risk exposure related to financing, accounting, and investment risks.

Director Independence

Generally, under the listing requirements and rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors. Our Board of Directors has undertaken a review of its composition, the composition of its committees and the independence of each director. Our Board of Directors has determined that directors Trent Davis, Michael Fleming, David HolmesEric Finnsson, Robert Grammen, and Matthew Szot, and nominee Paul ShoenElizabeth Levy-Navarro, are independent within the meaning of Nasdaq listing standards. Accordingly, a majority of our directors are independent, as required under applicable Nasdaq rules. In making this determination, our Board of Directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our Boardboard of Directorsdirectors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. The Board of Directors further considered all transactions set forth under “Certain Relationships and Related Transactions” below.

The Board also considered other relationshipsOn January 19, 2021, our board of directors (the “Board”) determined that could cause a director notone of its members, Stephanie Kilkenny, had ceased to be independent including that Trent D. Davis, one of our directors and a director nominee, is the brother-in-law of Murray Smith, our current CFO of our wholly-owned Craft Canning + Bottling subsidiary and former controller. In addition, Mr. Davis’ son is a staff sales employee. There are no other family relationships among any of our directors or officers.(as defined by Nasdaq Listing Rule 5605(a)(2) due to circumstances beyond her reasonable control.

On January 29, 2021, our Board of Directors created a special committee in order to act on behalf of the Company with respect to all matters arising out of or relating to the Company’s relationship, existing transactions, or proposed transactions with Intersect, TQLA, and their affiliates, including Ms. Kilkenny. The special committee currently consists of Eric Finnsson, Paul Block, and Elizabeth Levy-Navarro.

On March 22, 2021, the Company appointed Elizabeth Levy-Navarro to the Board of Directors, audit, compensation, and nominating committees and Ms. Kilkenny was removed from each of those committees. Ms. Levy-Navarro was also appointed to the special committee.

Standing Committees and Attendance

The Board of Directors held a total of seven17 meetings during 2018.2020. During 2018,2020, each incumbent director attended allat least 75% of the meetings of our Board of Directors.Directors during the time period which the director then served.

The Board of Directors has established the following standing committees: an audit committee a compensation committee,(the “Audit Committee”), the Compensation Committee, and a nominating & corporate governance committee.committee (the “Nominating Committee”). The Board of Directors determined that establishing standing audit, compensation, and nominating & corporate governance committees is an important element of sound corporate governance. TheDuring 2020, each incumbent director attended at least 75% of the meetings of the audit, compensation, and nominating & corporate governance committees held six, nine and four meetings, respectively, during 2018, andupon which each director attended all of the meetings of the committees on which he or she then served.

served, if any.

Audit Committee

Our audit committeeAudit Committee oversees the engagement of our independent public accountants, reviews our audited financial statements, meets with our independent public accountants to review internal controls and reviews our financial plans. Our audit committeeAudit Committee currently consists of Matthew Szot,Eric Finnsson, who is the chair of the committee, Trent D. DavisRobert Grammen, and Michael M. Fleming.Elizabeth Levy-Navarro. Each of Messrs. Szot, DavisFinnsson, Grammen, and FlemingMs. Levy-Navarro has been determined by our Board of Directors to be independent in accordance with Nasdaq and SEC standards. Our Board of Directors has also designated each of Mr. Szot and Mr. FlemingFinnsson as an “audit committee financial expert” as the term is defined under SEC regulations and has determined that each of Mr. Szot, Mr. Davis and Mr. FlemingFinnsson possesses the requisite “financial sophistication” under applicable Nasdaq rules. The audit committeeAudit Committee operates under a written charter which is available on our website athttp:https://www.eastsidedistilling.com/s/ESDI-Audit-Committee-Charter-Adopted-101316.pdfinvestors. Both our independent registered accounting firm and internal financial personnel will regularly meet with our audit committee and have unrestricted access to the audit committee.Audit Committee. Each member of the audit committeeAudit Committee is able to read and understand fundamental financial statements, including our consolidated balance sheets, consolidated statements of operations, and consolidated statements of cash flows. Further, no member of the audit committeeAudit Committee has participated in the preparation of our consolidated financial statements, or those of any of our current subsidiaries, at any time during the past three years.

Compensation Committee

Our compensation committeeCompensation Committee reviews and recommends policies, practices, and procedures relating to compensation for our directors, officers and other employees and advising and consulting with our officers regarding managerial personnel and development. Our compensation committeeCompensation Committee currently consists of Trent D. Davis,Elizabeth Levy-Navarro, who is the chair of the committee, Eric Finnsson, and Matthew SzotRobert Grammen. Each of Ms. Levy-Navarro and Michael M. Fleming, each of whomMessrs. Finnsson and Grammen has been determined by our Board of Directors to be independent in accordance with Nasdaq standards. Each member of our compensation committeeCompensation Committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Securities Exchange Act and an outside director,of 1934, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended.amended (the “Exchange Act”). The compensation committeeCompensation Committee operates under a written charter which is available on the Company’s website athttp:https://www.eastsidedistilling.com/s/ESDI-Compensation-Committee-Charter-Adopted-101316.pdfinvestors. Under its charter, the functions of the compensation committee include:

The Compensation Committee may delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Compensation Committee may deem appropriate in its sole discretion.

Pursuant to its charter, the Compensation Committee has the authority, in its sole discretion, to select, retain, and obtain the advice of a compensation consultant, outside legal counsel, or other advisors as it deems necessary to fulfill its duties and responsibilities under its charter. In 2019, the Compensation Committee engaged FW Cook as its independent consultant to assist the Compensation Committee in fulfilling its responsibilities, including by providing advice, research, and analysis on executive compensation trends and norms, determining the composition of our peer group for purposes of compensation comparison, and reviewing and analyzing peer group and industry information to assist with setting both specific elements of, and the total amount of, executive compensation. The Compensation Committee did not engage any consultants in 2020.

Nominating & Corporate Governance Committee

Our nominating &and corporate governance committee (“Nominating Committee”) evaluates the composition, size, and governance of our Board of Directors and its committees, evaluating and recommending candidates for election to our Board of Directors, establishing a policy for considering stockholder nominees and reviewing our corporate governance principles, establishing director compensation and providing recommendations to the Board of Directors. Our Nominating Committee currently consists of Michael M. Fleming,Robert Grammen, who is the chair of the committee, Eric Finnsson, and Trent D. Davis, eachElizabeth Levy-Navarro. Each of whomMessrs. Grammen, Finnsson, and Ms. Levy-Navarro has been determined by our Board of Directors to be independent in accordance with Nasdaq standards. The Nominating Committee operates under a written charter which is available on the Company’s website athttp:https://www.eastsidedistilling.com/s/ESDI-Nominating-and-Corporate-Governance-Committee-Charter-Adopted-10.pdfinvestors.

Director Nomination Process

The nominating committeeNominating Committee identifies director nominees by first considering those current members of the Board of Directors who are willing to continue in service. Current members of the Board of Directors with skills and experience that are relevant to our business and who are effective as members of the Board of Directors and who are willing to continue in service are considered for re-nomination, balancing the value of the skills and experiences of the current members and the value of continuity of service by existing members of the Board of Directors with that of obtaining a new perspective or skills or experience, among other factors that the Board of Directors in their judgment believes are relevant.and experiences. If any member of the Board of Directors does not wish to continue in service, if the nominating committee or the Board of Directors decides not to re-nominate a member for reelection, if the nominating committee or the Board of Directors decided to fill a director position that is currently vacant or if the nominating committee or the Board of Directors decides to recommend that the size of the Board of Directors be increased, the nominating committee identifies the desired skills needed by the board and will evaluate the experience of a new nominee in light of the criteria described below.above. Current members of the Board of Directors and management are polled for suggestions as to individuals meeting the Board of Directors’ criteria. WeResearch may perform researchalso be performed to identify qualified individuals and, if appropriate, the nominating committee may engage a search firm. Nominees for director are selected by a majority of the members of the Board of Directors, after recommendation by the Nominating Committee, with any current directors who may be nominees themselves abstaining from any vote relating to their own nomination. All of our directors participated in the consideration of the director nominees for election at the Annual Meeting. Although the nominating committee and the Board of Directors do not have a formal diversity policy, the Board of Directors andinstructed the nominating committee to consider such factors as they deemit deems appropriate to develop a Board and committees that are diverse in nature and comprised of experienced and seasoned advisors who may add valuable contributions.advisors. Factors considered by the nominating committee include judgment, knowledge, skill, diversity, (including, but not limited to, factors such as race, gender and experience), integrity, effectiveness as a Board member, experience with businesses and other organizations of comparable size, including experience in the spirits industry, business, finance, administration or public service, the relevance of a candidate’s experience to our needs and experience of other board members, familiarity with national and international business matters, experience with accounting rules and practices, willingness and ability to serve on committees, the desire to balance the considerable benefit of continuity with the periodic injection of the fresh perspective provided by new members, and the extent to which a candidate would be a desirable addition to the Board of Directors and any committees of the Board of Directors.

In addition, directors are expected to be able to exercise their best business judgment when acting on behalf of us and ourall stockholders, act ethically at all times, and adhere to the applicable provisions of our code of business conduct and ethics. Other than consideration of the foregoing and applicable SEC and Nasdaq requirements, unless determined otherwise by the Nominating Committee, there are no stated minimum criteria, qualities, or skills for director nominees. However, the Nominating Committee may also consider such other factors as it may deem are in the best interests of us and ourall stockholders. In addition, at least one member of the Board of Directors serving on the audit committee should meet the criteria for an “audit committee financial expert” having the requisite “financial sophistication” under applicable Nasdaq and SEC rules, and a majority of the members of the Board of Directors should meet the definition of “independent director” under applicable Nasdaq rules.

The Nominating Committee and the Board of Directors may consider suggestions for persons to be nominated for director that are submitted by stockholders. The Nominating Committee will evaluate stockholder suggestions for director nominees in the same manner as it evaluates suggestions for director nominees made by management, then-current directors or other appropriate sources. Stockholders suggesting persons as director nominees should send information about a proposed nominee to our Secretary at our principal executive offices as referenced above at least 90 days before the anniversary of the prior year’s annual stockholder meeting. This information should be in writing and should include a signed statement by the proposed nominee that he or she is willing to serve as a director of Eastside Distilling, Inc., a description of the proposed nominee’s relationship to the stockholder, and any information that the stockholder feels will fully inform the Board of Directors about the proposed nominee and his or her qualifications. The Board of Directors may request further information from the proposed nominee and the stockholder making the recommendation. In addition, a stockholder may nominate one or more persons for election as a director at our annual meeting of stockholders. Please see the section below titled “Stockholder Proposals for 20202022 Annual Meeting” for important information regarding stockholder proposals, including director nominations.

Code of Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all of our employees, officers, and directors. We will provide to any person without charge, upon request, a copy of our code of business conduct and ethics. Requests may be directed to our principal executive offices at 1001 SE Water Avenue,8911 NE Marx Drive, Suite 390,A2, Portland, Oregon 97214.OR 97220. Also, a copy of our code of business conduct and ethics is available on our websitehttps://static1.squarespace.com/static/56ce21152fe1314d29719fb4/t/591e0d42e6f2e133ca940503/1495141699066/Code+of+Conduct+and+Ethics.pdf.website. We will disclose, on our website, any amendment to, or a waiver from, a provision of our Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of the Code of Business Conduct and Ethics enumerated in applicable rules of the SEC.

20182020 Director Compensation

During 2018, the Board of Directors established an annual compensation program for the directors that includes; 1)includes (1) an annual retainer of $16,000 paid in cash in quarterly installments, 2)(2) $5,000 in stock awards per quarter, 3)(3) $2,500 cash payment for each board committee chair, which iswill be paid annually at the beginning of the year, 4)(4) $1,000 for in-person board meetings and $500 for telephonic board meetings, and 5)(5) 5,000 stock options per year. The

In October of 2019, the annual compensation program was updated to include (1) an initial board election restricted stock unit (“RSU”) grant of $5,000, paid one time upon appointment or election, (2) a board chair premium of $20,000, and (3) annual committee member fees of $20,000 per committee, paid in quarterly installments. In July of 2020, the Board of Directors formally approved the acceptance of restricted stock units to be paid in lieu of cash, each such award to be fully-vested and payable as of the date of grant.

Other than Paul Block and Geoffrey Gwin, who each received compensation as an executive officer as well as a director as described above, the following table sets forth information regarding compensation earned by or paid to our non-employee directors during the year ended December 31, 2018.2020.

OTHER MATTERS

Stockholder Communications with the Board of Directors and Board Attendance at Annual Stockholder Meetings

Our stockholders may, at any time, communicate in writing with any member or group of members of the Board of Directors by sending such written communication to the attention of our Secretary by regular mail to our principal executive offices.

Copies of written communications received by our Secretary will be provided to the relevant director(s) unless such communications are considered, in the reasonable judgment of our Secretary, to be improper for submission to the intended recipient(s). Examples of stockholder communications that would be considered improper for submission include, without limitation, customer complaints, solicitations, communications that do not relate directly or indirectly to us or our business, or communications that relate to improper or irrelevant topics.

The Chairman of the Board of Directors is expected to make all reasonable efforts to attend our annual stockholder meeting in person. If the Chairman is unable to attend an annual stockholder meeting for any reason, at least one other member of the Board of Directors is expected to attend in person. Other members of the Board of Directors are expected to attend our annual stockholder meeting in person if reasonably possible. The Company held its 20182020 annual meeting on June 18, 2018.July 30, 2020. We do not maintain a formal policy regarding director attendance at annual stockholder meetings. TwoAll four of the Company’s directors attended our 20182020 annual meeting of stockholders.

Proxy Materials Delivered to a Shared Address

Stockholders who have the same mailing address and last name may have received a notice that your household will receive only one set of proxy materials. This practice, commonly referred to as “householding,” is designed to reduce the volume of duplicate information and reduce printing and postage costs. A single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice, from us or from your bank, broker or other registered holder, that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. A number of banks, brokers, and other registered holders with account holders who are our stockholders will be householding our proxy materials. If you hold your shares in street name, and no longer wish to participate in householding and would prefer to receive a separate proxy statement in the future, or currently receive multiple copies of the proxy materials and would like to request householding, please notify your bank, broker, or other registered holder. If you are a holder of record, and no longer wish to participate in householding and would prefer to receive a separate proxy statement in the future, or currently receive multiple copies of the proxy materials and would like to request householding, please notify us in writing at 1001 SE Water Avenue,8911 NE Marx Drive, Suite 390,A2, Portland, Oregon 97214,OR 97220, or by telephone at (971) 888-4264. Any stockholder residing at a shared address to which a single copy of the proxy materials was delivered who wishes to receive a separate copy of our proxy statement may obtain a copy by written request addressed to 1001 SE Water Avenue,8911 NE Marx Drive, Suite 390,A2, Portland, Oregon 97214, attention:OR 97220, Attention: Secretary. We will deliver a separate copy of our proxy statement to any stockholder who so requests in writing promptly following our receipt of such request.

Stockholder Proposals for 20202022 Annual Meeting

Stockholder proposals may be included in our proxy statement and form of proxy for an annual meeting so long as they are provided to us on a timely basis and satisfy the other conditions set forth in Rule 14a-8 under the Securities Exchange Act, of 1934, as amended (the “Exchange Act”), regarding the inclusion of stockholder proposals in company-sponsoredcompany- sponsored proxy materials. We currently anticipate holding our 20202022 annual meeting of stockholders in June 2020,August 2022, although the Board may decide to schedule the meeting for a different date. For a stockholder proposal to be considered pursuant to Rule 14a-8 for inclusion in our proxy statement and form of proxy for the annual meeting to be held in 2020,2022, we must receive the proposal at our principal executive offices, addressed to our Secretary, no later than March 13, 2020.February 15, 2022 Any proposals received after such date will be considered untimely. Submitting a stockholder proposal does not guarantee that it will be included in our proxy statement and form of proxy.

In addition, a stockholder proposal that is not intended for inclusion in our proxy statement and form of proxy under Rule 14a-8 (including director nominations) shall be considered “timely” as calculatedin accordance with Rule 14a-4(c)14a- 4(c) under the Exchange Act, andmay be brought before the 20202022 annual meeting of stockholders provided that we receive information and notice of the proposal addressed to our Secretary at our principal executive offices, no earlier than April 10, 20201, 2022 and no later than May 10, 2020.3, 2022.

We strongly encourage any stockholder interested in submitting a proposal to contact our Secretary in advance of these deadlines to discuss any proposal he or she is considering, and stockholders may want to consult knowledgeable counsel with regard to the detailed requirements of applicable securities laws. All notices of stockholder proposals, whether or not intended to be included in our proxy materials, should be in writing and sent to our principal executive offices, located at: Eastside Distilling, Inc., 1001 SE Water Avenue,8911 NE Marx Drive, Suite 390,A2, Portland, Oregon 97214,OR 97220, Attention: Secretary.