National Beverage : 2023 Notice and Proxy Statement

NOTICE 2023 ANNUAL MEETING &

PROXY STATEMENT

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TIME: 2:00 p.m. (local time)

DATE: October 6, 2023

PLACE: The Conrad Fort Lauderdale

551 N. Fort Lauderdale Beach Boulevard Fort Lauderdale, Florida 33304

At the Annual Meeting of Shareholders of National Beverage Corp. (the "Company") and any adjournments or postponements thereof (the "Meeting"), the following proposals are on the agenda for action by the shareholders:

1. To elect one director to serve as a Class III director for a term of three years;
2. To hold a non-binding advisory vote on executive compensation;
3. To hold a non-binding advisory vote on the frequency of future compensation advisory votes; and,
4. To transact such other business as may properly come before the Meeting.

Only holders of record of common stock, par value $.01 per share, of the Company, at the close of business on August 21, 2023 are entitled to notice of, and to vote at, the Meeting.

A complete list of the shareholders entitled to vote at the Meeting will be available for examination by any shareholder during ordinary business hours for a period of ten days prior to the Meeting at the principal executive offices of the Company at 8100 Southwest Tenth Street, Suite 4000, Fort Lauderdale, Florida 33324.

To attend the Meeting in person, shareholders must pre-register and obtain an admission ticket no later than 11:59 p.m., Eastern Time, on Wednesday October 4, 2023. Admittance to the Meeting will be limited to shareholders. In order to obtain an admission ticket, please click on the "Register for Meeting" link found at https://www.proxyvote.com and follow the instructions provided, using the 16-digit voting control number found on the accompanying proxy card. Shareholders should print their own admission ticket and bring it to the Meeting along with valid, government-issued photo identification to gain access. If you are unable to print your tickets, please contact Investor Relations at 954-581-0922.

Social distancing and other safety protocols will be followed at the Meeting. Seating at the Meeting is limited. No one will be admitted to the Meeting once the Meeting has commenced. Please note the Meeting is a procedural business meeting and we do not contemplate product sampling.

Whether or not you plan to attend the Meeting, please complete and return the proxy in the accompanying envelope addressed to the Company or vote electronically by using the Internet or by telephone, since a majority of the outstanding shares entitled to vote at the Meeting must be represented at the Meeting in order to transact business. Shareholders have the power to revoke any such proxy at any time before it is voted at the Meeting and the giving of such proxy will not affect your right to vote in person at the Meeting. Your vote is very important.

By Order of the Board of Directors,