PISMO COAST VILLAGE, INC.

165 South Dolliver Street

Pismo Beach, California 93449

PROXY STATEMENT

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held Saturday, January 16, 202115, 2022

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation of proxies for use at the Annual Meeting of Shareholders (the “Meeting”) of Pismo Coast Village, Inc. (the “Company”) to be held as a virtual electronic meeting using Zoom video conferencing on Saturday, January 16, 2021,15, 2022, at 9:00 a.m., and all adjournments thereof.

It is expected that this Proxy Statement and accompanying Notice and form of proxy will be mailed to shareholders on or about December 16, 2020.15, 2021.

The matters to be considered and voted upon at the Meeting will include:

1. Election of Directors. Electing eighteen (18) persons to the Board of Directors to serve until the 20212023 Annual Meeting or until their successors are elected and have qualified. The persons nominated by the Board to serve as Directors are:

2. Selection of Auditor.To vote upon a resolution of the Board of Directors of the Company to approve the selection of Brown Armstrong Accountancy Corporation to serve as independent certified public accountant for the Company for fiscal year 2021.2021 - 2022.

3. Other Business.To transact such other business as may properly come before the Meeting and any adjournments thereof.

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REVOCABILITY OF PROXY

A proxy for use at the virtual Meeting is enclosed. Any shareholder who executes and delivers such Proxyproxy has the right to revoke it, at any time before it is exercised, by filing with the Vice President – Secretary of the Company an instrument revoking it, or a duly executed Proxyproxy bearing a later date. In addition, the powers of the proxy holders will be revoked if the person executing the Proxyproxy is in attendance at the virtual Meeting and elects to vote by phone-in during the open poll portion of the virtual Meeting. Subject to such revocation or suspension, all shares represented by a properly executed Proxyproxy received in time for the virtual Meeting will be voted by the proxy holders, in accordance with the instructions on the Proxy.proxy. IF NO INSTRUCTION IS SPECIFIED WITH REGARD TO A MATTER TO BE ACTED UPON, THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF MANAGEMENT AND IN FAVOR OF SUCH MATTER.

PERSONS MAKING THE SOLICITATION

This solicitation of Proxiesproxies is being made by the Board of Directors of the Company. The expense of preparing, assembling, printing and mailing this Proxy Statement and the materials used in the solicitation of Proxiesproxies for the Meeting will be borne by the Company. It is contemplated that proxies will be solicited principally through the use of the mail, but officers, directors, and regular employees of the Company may, for no additional compensation, solicit Proxiesproxies personally, by telephone or by other means of communication, without receiving special compensation.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

There were issued and outstanding 1,775 shares of the Company’s common stock on December 1, 2020,2021, which has been fixed as the record date for the purpose of determining the shareholders entitled to notice of, and to vote at, the virtual Meeting (the “Record Date”). Each holder of the Company’s common stock will be entitled to one vote, by Proxyproxy or by phone-in during the open poll portion of the virtual Meeting, for each share of common stock held of record on the books of the Company as of the Record Date, on any matter submitted to the vote of the shareholders, except in the election of Directors, where cumulative voting is permitted. See “Cumulative Voting” on page 4 hereof.

The presence by virtual attendance or by Proxyproxy of the holders of 33.33% (one-third) of the outstanding shares of stock entitled to vote at the Annual Meeting will constitute a quorum for the purpose of transacting business at the Meeting. Proxies received but marked as “withhold authority” or “abstain” will be counted as shares that are present for the purposes of determining the presence of a quorum, but will not be voted on that proposal and will have no direct effect on the outcome of the election of directors, the ratification of the appointment of Brown Armstrong Accountancy Corporation as our independent registered public accounting firm, or an advisory vote on executive compensation.

If you are a shareholder of record, you may vote your shares by mail or by phone-in during the open poll portion of the virtual Meeting:

To vote by mail, you must mark, sign, and date the enclosed proxy card and then mail the proxy card in the enclosed postage-paid envelope. Your proxy will be valid only if you complete and return the signed proxy card before the meeting.Meeting. By completing and returning the proxy card, you will direct the designated persons to vote your shares at the meetingMeeting in the manner you specify in the proxy card.

To vote by phone-in, you must call #805-773-5649 between 9:15am-9:30am15 to 9:30 a.m. during the open poll portion of the virtual Meeting, and identify your share certificate number(s).

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If you indicate a choice on the proxy card with respect to any matter to be acted upon, the shares will be voted as specified. If you sign and return your proxy card and do not specify a choice, your shares will be voted according to our board of directors’ recommendations, as indicated in this proxy statement. As to any matters properly brought before the shareholders at the virtual Meeting which are not specifically described on the proxy, all duly signed, dated and returned proxies will be voted in accordance with the recommendations of management in such matters.

For Proposal 1 – Election of Directors – shareholders may vote for all nominees, withhold votes for all nominees or withhold a vote for one or more nominees. To withhold a vote for a specific nominee, draw a line through the nominee’s name on the Official Proxy Card.

For Proposal 2 – Selection of Independent Public Accountants (the(the ratification of the appointment of our independent registered public accounting firm) -- shareholders may vote For, Against, or Abstain. The affirmative vote of a majority of the votes properly cast is required to ratify the selection of Brown Armstrong Accountancy Corporation as the Company’s independent public accounting firm for fiscal year 2020-2021.2021-2022.

If a shareholder does not provide a proxy or vote by phone-in at the virtual annual meeting,Annual Meeting, your shares will not be voted.

ELECTION OF DIRECTORS OF COMPANY (Proposal 1)

The Bylaws of the Company provide that the number of directors shall be eighteen (18) until changed by an amendment to the Articles of Incorporation or by the Bylaws duly adopted by the Company’s shareholders. Pursuant to Section 3.2.3 of the Bylaws, in order to be elected as a Director of the Company, an individual must own at least one share of the Common Stock of the Company. At the Annual Meeting, eighteen (18) directors (the entire Board of Directors) are to be elected to serve until the next Annual Meeting of the Shareholders or until their successors are elected and qualified.

A shareholder may withhold authority for the proxy holders to vote for any one or more of the nominees identified below by so indicating on the enclosed Proxyproxy in the manner instructed on the proxy. Unless authority to vote for the nominees is so withheld, the proxy holders will vote the proxies received by them for the election of the nominees identified below as directors of the Company. Proxy holders do not have an obligation to vote for nominees not identified on the preprinted card (that is, write-in candidates). Should any shareholder attempt to “write in” a vote for a nominee not identified on the preprinted card (and described in these proxy materials), the proxy holders will not vote the shares represented by that proxy for any such write-in candidate, but will instead vote the shares for any and all other validly indicated candidates. If any of the nominees should be unable or decline to serve, which is not now anticipated, the proxy holders shall have discretionary authority to vote for a substitute who shall be designated by the present Board of Directors to fill the vacancy. In the event that additional persons are nominated for election as directors, the proxy holders intend to vote all of the proxies received by them in such a manner, in accordance with cumulative voting, as will assure the election of as many of the nominees identified below as possible. In such event, the specific nominees to be voted for will be determined by the proxy holders, in their sole discretion.

None of the directors or executive officers of the Company were selected pursuant to any arrangement or understanding between themselves and any other individual (other than arrangements or understandings with directors or officers acting solely in the capacities as such). There is no familial relationship among any of the directors, executive officers of the Company, or the nominees for such offices, and except as noted below, none serves as directors of any company which has a class of securities registered under, or which is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 or any investment company registered under the Investment Company Act of 1940.

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VOTING RIGHTS – CUMULATIVE VOTING

All voting rights are vested in the holders of the common stock of the Company, each share being entitled to one vote, except with respect to the election of directors, as to which cumulative voting applies as described below.

California law provides that a shareholder of a California corporation, or his/her proxy, may cumulate votes in the election of Directors. That is, each shareholder may cast that number of votes equal to the number of shares owned by him or her, multiplied by the number of Directors to be elected, and he or she may cumulate such votes for a single candidate or distribute such votes among as many candidates as he or she deems appropriate.

Certain affirmative steps must be taken by the shareholders of the Company in order to be entitled to vote their share cumulatively in the election of Directors. At the shareholders’ virtual Meeting at which Directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any one or more candidates a number of votes greater than the number of the shareholder’s shares) unless the candidates’ names have been placed in nomination prior to the commencement of the voting and at least one shareholder has given notice prior to commencement of the voting of the shareholder’s intention to cumulate votes. If any shareholder has given such notice, then every shareholder entitled to vote may cumulate votes for candidates in nomination and give one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which that shareholder’s shares are entitled, or distribute the shareholder’s votes on the same principle among any or all of the candidates, as the shareholder thinks fit. The candidates receiving the highest number of votes, up to the number of Directors to be elected, shall be elected.

It is intended that shares represented by proxies in the accompanying form will be voted for the election of persons nominated by management. Although the Board of Directors does not know whether there will be any nominations for directors other than those nominated by management, as set forth below, if any such nomination is made, or if votes are cast for any candidates other than those nominated by the Board of Directors, the persons authorized to vote shares represented by executed proxies in the enclosed form (if authority to vote for the election of Directors or for any particular nominee is not withheld) will have full discretion and authority to vote cumulatively and allocate votes among any or all of the nominees of the Board of Directors in such order and in such numbers as they may determine in their sole discretion, provided all the above-listed requirements are met.

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth as to each current Director (each of whom has been nominated for reelection as a Director of the Company at the upcoming Meeting) and as to each new nominee for office, such person’s age, such person’s principal occupations during the past five years, the period during which such person has served as a Director of the Company, and other pertinent information. Pursuant to California law and the Bylaws of the Company, Directors shall be elected at each Annual Meeting of the shareholders whether it is held as an in-person physical meeting or a virtual meeting, and hold office until the next Annual Meeting. All of the nominees, except as designated, were elected as Directors of the Company at the 20202021 Annual Meeting of the Company’s Shareholders. The following table also sets forth such information as to the executive officers of the Company (each of whom also currently serves as a Director) and other key employees. Each of the executive officers of the Company is appointed by and serves at the pleasure of the Board.

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75

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The Board of Directors has no reason to believe that any of the nominees listed above will not be available to serve. However, if any nominee should become unable or unwilling to serve, the shares represented by proxies given to management pursuant hereto will be voted as management may recommend.

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OTHER OFFICERS AND KEY EMPLOYEES

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THE COMPANY’S DIRECTOR NOMINATIONS PROCESS

Nominating Committee: The Company has a standing Nominating Committee whose task it is to actively seek out and consider potential candidates for office on the Board of Directors. The Nominating Committee does not have a formal charter, but operates under the direction and authority of the Board as a whole, pursuant to Committee Procedures adopted by the Board.

Director Nominations: The Nominating Committee will consider as a candidate any existing director of the Company who has indicated to the Nominating Committee that he or she is willing to stand for reelection, as well as any other interested shareholder, who has owned a share of the Company’s stock in their name for at least two years and provides the required information and displays the qualifications and skills to effectively represent the best interests of all shareholders within the specified time requirements. Under no circumstances will the Nominating Committee evaluate any nominee pursuant to a process substantially different than that used for the other nominees for the same election or appointment of directors. Shareholder recommendations are treated identically with all other candidate recommendations.

The Board of Directors does not have a policy with regard to the consideration of diversity in identifying director nominees. However, our Nominating Committee and our Board believe that it is important that we have Board members whose diversity of skills, experience and background are complementary to those of our other Board members. In considering candidates for our Board, our Nominating Committee considers the entirety of each candidate’s credentials. In any given search, our Nominating Committee may also define particular characteristics for candidates to balance the overall skills and characteristics of our Board and our perceived needs. However, during any search, our Nominating Committee reserves the right to modify its stated search criteria for exceptional candidates.

The Nominating Committee solicits director candidates by word-of-mouth and through the Corporate Newsletter. The candidates are interviewed by two or more members of the Nominating Committee, who then compile a list from which future candidates may be chosen for board member nominees. If the Committee determines that additional consideration is warranted, it may request a third-party search firm to gather additional information about the prospective nominee’s background and references and to report its findings to the Committee. In addition, the Nominating Committee reviews the attendance and contributions of the present seated board members. After completing this evaluation, a list of eighteen potential nominees is selected and presented to the full board for approval and placed on the proxy card for the annual election.

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Independence of Nominating Committee:Of the five directors serving on the Nominating Committee during 2020,2021, Gary Willems, Chair, William Fischer, Dennis Hearne, William Fischer, Karen King and Ronald Nunlist, all are deemed “independent” directors, pursuant to standards of independence promulgated by the NASD [NASD Rule 4200(a)(15)].

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Nominees Proposed by Committee: The Nominating Committee recommended for nomination each of the candidates described above. Each of those nominees were prior directors standing for reelection and approved for inclusion on the recommended slate of director nominees at the Board of Directors’ meeting held November 14, 2020.13, 2021.

COMMITTEES OF THE BOARD OF DIRECTORS

The only standing committees of the Company during 20202021 were the Nominating Committee, Audit Committee, Personnel and Compensation/Benefits Committee, Finance Committee, Operations Committee, Environmental, Health and Safety Advisory Committee and the Executive Committee.Due to the COVID-19 pandemic, resort closure, stay at home orders, and social distancing requirements, Board of Director and committee meetings were limited in 2020.  Some meetings were canceled or attended virtually.

The Nominating Committee, which considers the qualifications and the composition of the Board of Directors of the Company, was elected at a meeting of the Board of Directors held January 18, 2020,16, 2021, and consisted of the following members: Gary Willems, Chair, William Fischer, Dennis Hearne, William Fischer, Karen King, and Ronald Nunlist. Pursuant to the policies and procedures adopted by the Board of Directors, the Nominating Committee considers nominees recommended by shareholders. The Nominating Committee met twofive times during 20202021 and submitted its recommendations for nominations at the upcoming Annual Meeting.

Individuals wishing to be considered as nominees for membership on the Board of Directors for fiscal year 20212023 or wishing to nominate an individual for membership on the Board, are requested to notify the committeeCommittee in writing, delivered to the principal office of the Company. The Nominating Committee will deliver or will cause to be delivered to a potential nominee, material for use by the potential nominee in submitting specific data, including personal history and professional skills. The resume, a questionnaire, and a statement by or on behalf of a potential nominee should be submitted on or before September 1, 2021,2022, in order to be considered by the Committee.

The Audit Committee of the Board of Directors consisted of Karen King, Chair, Sam Blank, Wayne Hardesty, Dennis Hearne Brian Skaggs, and Jack Williams. The functions of the Audit Committee include coordinating with the Company’s independent accountantsaccountant in the preparation of annual financial reports and audits; reviewing actions to be taken to comply with the auditor’s recommendations to management; and performing random reviews of selected accounting procedures of the Company. The Audit Committee met twofive times during 2020.2021.

Independence of Audit Committee:Of the five directors serving on the Audit Committee during 2020,2021, listed above, all are deemed “independent” directors, pursuant to standards of independence promulgated by the NASD [NASD Rule 4200(a)(15)].

The Personnel and Compensation/Benefits Committee consists of Garry Nelson,George Pappi, Jr., Chair, Rodney Enns, Wayne Hardesty, Terris Hughes, Garry Nelson, Ronald Nunlist, George Pappi, Jr.,Jerry Roberts and Jerry Roberts.Brian Skaggs. The functions of the Personnel and Compensation/Benefits Committee include negotiating an employment contract with the Chief Executive Officer/General Manager, review of his goals and objectives, setting compensation for major staff, and reviewing the employee benefits program. In addition, the Personnel and Compensation/Benefits Committee’s responsibilities include monitoring the Company’s 401(k) plan and its investment options along with the performance of the plan manager. The Committee met twofive times during 2020,2021, which included discussions at twothree meetings pertaining specifically to the Company’s 401(k) plan.

Independence of Personnel and Compensation/Benefits Committee: Of the seven directors serving on the Personnel and Compensation/Benefits Committee during 2020,2021, listed above, directors Ronald Nunlist and Jerry RobertsTerris Hughes are deemed as “independent” directors, pursuant to standards of independence promulgated by the NASD [NASD Rule 4200(a)(15)]. Mr. Enns, Mr. Nelson, Mr. Enns,Pappi Jr., Mr. Hardesty, Mr. Hughes,Roberts and Mr. PappiSkaggs are not deemed independent, by reason of their uncompensated service as executive officers of the Company.

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The Finance Committee consisted of Wayne Hardesty,Jerry Roberts, Chair, Sam Blank, William Fischer, Marcus Johnson, Dwight Plumley Brian Skaggs, and Jack Williams. The functions of the Finance Committee include reviewing the Company’s financial statements, drafting a three-year forecast of finances, drafting a one-year budget, prioritizing capital expenditures, monitoring the completion of capitalized projects, recommending changes in rate schedules, and submitting an annual report to the shareholders of the financial condition of the Corporation. The Finance Committee met twofive times during 2020.2021.

The Operations Committee consists of Rodney Enns, Chair, David Bessom, Sam Blank,Wayne Hardesty, Marcus Johnson, Ronald Nunlist Jerry Roberts, and Gary Willems. The functions of the Operations Committee include reviewing and recommending changes in the Shareholders’ Information Manual and Calendar, reviewing and recommending changes in the Resort’s occupancy rules and regulations, updating and recommending changes in the employee handbook, and implementing Board policy and procedures. The Operations Committee met twofive times during 2020.2021.

The Environmental, Health and Safety Advisory Committee consisted of Brian Skaggs, Chair, David Bessom, Harry Buchaklian, William Fischer and Marcus Johnson. The functions of the Environmental, Health and Safety Advisory Committee include performing environmental-related duties, safety reviews, and giving recommendations to the President and Chief Executive Officer/General Manager on matters related to environmental and safety concerns. The Environmental, Health and Safety Advisory Committee met twofive times during 2020.2021.

The Executive Committee consistsconsisted of Terris Hughes, Chair, Garry Nelson, Chair, George Pappi, Jr., Wayne Hardesty,Brian Skaggs, Jerry Roberts, Rodney Enns, and Ronald Nunlist.Terris Hughes. The functions of the Executive Committee include reviewing the monthly business with the Chief Executive Officer/General Manager, as well as the current financial statement. The Executive Committee met fourfive times during 2020.2021.

Due to COVID-19 restrictions, theThe full Board of Directors met threesix times during 2020. With the exception of George Pappi Jr being excused from the January 2020 Board meeting, all2021. All Board members attended the scheduled meetings either in person or virtually.

Although Board members are not required to attend the Annual Meeting of Shareholders as a matter of policy, directors regularly attend the Annual Meeting unless personal circumstances do not so permit. All incumbent directors attended last year’s Annual Meeting of Shareholders, except George Pappi Jr.Shareholders.

AUDIT COMMITTEE REPORT

The following Audit Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filings under the Securities Act of 1933 or the Securities Act of 1934, except to the extent we specifically incorporate this Report by reference.

The Audit Committee reports to the Board of Directors and is responsible for overseeing and monitoring financial accounting and reporting, the system of internal controls established by management and the audit process of Pismo Coast Village.

The Audit Committee Charter adopted by the Board sets out responsibilities, and authority for specific duties of the Audit Committee. A copy of the Audit Committee Charter is attached to this Proxy Statement as Appendix A.

The Audit Committee has reviewed and discussed the audited financial statements with management.

The Audit Committee has discussed with representatives of independent auditor, Brown Armstrong Accountancy Corporation, matters required by SAS 61 regulations.

The Audit Committee has received the written disclosures and the letter from the independent accountants, Brown Armstrong Accountancy Corporation, required by Independence Standards Board Standard No. 1 and has discussed with the independent accountants the independent accountant’s independence.

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Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s annual report on Form 10-K.

The Audit Committee members were Karen King, Chair, Sam Blank, Wayne Hardesty, Dennis Hearne, Brian Skaggs, and Jack Williams.

COMMON STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information concerning the ownership of the Company’s Common Stock as of December 1, 2020,2021, by each director and by all directors and executive officers as a group.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's directors, officers, and persons who beneficially own more than ten percent of a registered class of our equity securities within specified time periods to file with the SEC initial reports ("Form 3") of beneficial ownership and reports of changes ("Form 4" and "Form 5") in beneficial ownership of Common Stock of the Company. To the Company’s knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, all of the Company’s officers, directors and beneficial owners of greater than ten percent of the outstanding Common Stock complied with the Section 16(a) filing requirements for the fiscal year ended September 30, 2020.2021.

Board Leadership and Role in Risk Oversight

The Board believes that an effective board leadership structure depends on the experience, skills, and personal interaction between persons in leadership roles and the needs of the Company. The positions of Chairman of the Board and Chief Executive Officer are held by two different people based on the recognition of the differences between the two responsibilities. Mr. Jay Jamison, our Chief Executive Officer, is responsible for setting our strategic direction and for day-to-day leadership and performance of the Company. He possesses extensive knowledge of the hospitality industry and in-depth knowledge of the issues, opportunities, and challenges facing the Company, as well as the Company’s customers and suppliers. The Board of Directors, at the Reorganizational Meeting held immediately following the Annual Shareholders’ Meeting, elects the Company’s five officers, which include the Chairman of the Board and President, Executive Vice President, Vice President - Secretary, Vice President - Finance and Chief Financial Officer, and Vice President - Operations. The Chairman of the Board presides over meetings of the full Board. The members of our Board of Directors bring experience, oversight and expertise from outside our company and industry.

The Company faces a number of risks, including general economic risks, operational risks, financial risks, competitive risks and reputational risks. The Board is responsible for oversight of the Company’s risk management practices, assessing the Company’s approach to risk management, and oversees the business of the Company, including CEO performance, to assure that the long-term interests of the shareholders are being served. A key responsibility of the Board is to review the Company’s strategic direction and hold management accountable for the execution of strategy once it is developed. Our CEO is primarily responsible for the day-to-day risk management processes.

Each Committee of the Board is also responsible for reviewing risk exposure of the Company related to the committee’s areas of responsibility and providing input to management on such risks. For example, the Audit Committee is responsible for oversight of our accounting and financial reporting processes, internal controls, and discussions with management and the Company’s independent auditors regarding our financial statements, internal controls and other accounting and related matters and risk management. The Personnel and Compensation/Benefits Committee oversees certain risks related to compensation policies and programs.

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The entire Board of Directors meets six times per year to review the operations of the Company and is regularly informed through committee reports and reports from the Company’s CEO on significant risks facing the Company, including financial, operational and strategic risks.

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The Board of Directors believes that the risk management processes in place for the Company are appropriate and that this division of responsibilities is the most effective approach for addressing the risks facing the Company.

SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS (Proposal 2)

The firm of Brown Armstrong Accountancy (“Brown Armstrong”) Corporation served as independent certified accountants for the Company for its fiscal year ended September 30, 2020,2021, and this firm has been selected to serve as the Company’s accountants for fiscal year 2020-2021.2021-2022.

Audit services performed by Brown Armstrong for the year ended September 30, 2020,2021, consisted of examination of the financial statements of the Company, certain services related to filings with the Securities and Exchange Commission, and consultation on matters related to accounting and financial reporting. All such services were approved by the Board of Directors, which has determined the firm of Brown Armstrong to be fully independent of the operations of the Company.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table discloses the fees that the Company was billed for professional services rendered by its independent public accounting firm, Brown Armstrong Accountancy Corporation, in each of the last two fiscal years.