COFFEE HOLDING CO INC — Proxy Solicitation & Information Statement 2025

Oct 29, 2025

DEFA14A 1 formdefa14a.htm DEFA14A

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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

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

COFFEE HOLDING CO., INC.

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(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 the appropriate box):

☒ No fee required

☐ Fee computer on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

| 1) | Title
of each class of securities to which transaction applies: |
| --- | --- |
| 2) | Aggregate
number of securities to which transaction applies: |
| 3) | Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule
0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| 4) | Proposed
maximum aggregate value of transaction: |
| 5) | Total
fee paid: |
| ☐ | Fee
paid previously with preliminary materials. |

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	CONTROL ID:
COFFEE
HOLDING CO INC.	REQUEST ID:

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF STOCKHOLDERS

DATE:	TUESDAY, DECEMBER 16, 2025
TIME:	3:00 P.M. EASTERN STANDARD TIME
LOCATION:	HTTPS://EDGE.MEDIA-SERVER.COM/MMC/GO/JVA2025AGM

HOW TO REQUEST PAPER COPIES OF OUR MATERIALS — ●	●	●	●
PHONE: CALL TOLL FREE 1-866-752-8683	FAX: SEND THIS CARD TO 202-521-3464	INTERNET: HTTPS://WWW.IPROXYDIRECT.COM/JVA AND FOLLOW THE ON-SCREEN INSTRUCTIONS.	EMAIL: PROXY-ID@EQUINITI.COM INCLUDE
YOUR CONTROL ID IN YOUR EMAIL.

THIS COMMUNICATION REPRESENTS A NOTICE TO ACCESS A MORE COMPLETE SET OF PROXY MATERIALS AVAILABLE TO YOU ON THE INTERNET. WE ENCOURAGE YOU TO ACCESS AND REVIEW ALL OF THE IMPORTANT INFORMATION CONTAINED IN THE PROXY MATERIALS BEFORE VOTING. THE PROXY STATEMENT IS AVAILABLE AT: HTTPS://WWW.IPROXYDIRECT.COM/JVA

IF YOU WANT TO RECEIVE A PAPER COPY OF THE PROXY MATERIALS YOU MUST REQUEST ONE. THERE IS NO CHARGE TO YOU FOR REQUESTING A COPY. TO FACILITATE TIMELY DELIVERY PLEASE MAKE THE REQUEST, AS INSTRUCTED ABOVE, BEFORE DECEMBER 2, 2025.

YOU MAY ENTER YOUR VOTING INSTRUCTIONS AT HTTPS://WWW.IPROXYDIRECT.COM/JVA

UNTIL 11:59 PM EASTERN TIME DECEMBER 15, 2025.

| THE
PURPOSES OF THIS MEETING ARE AS FOLLOWS: — 1. | TO
ELECT TWO DIRECTORS TO SERVE FOR A THREE-YEAR TERM TO EXPIRE AT THE 2028 ANNUAL MEETING OF STOCKHOLDERS. THE FOLLOWING DIRECTORS
HAVE BEEN NOMINATED BY THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS: | |
| --- | --- | --- |
| | a. | GERARD
DECAPUA |
| | b. | GEORGE
F. THOMAS |
| 2. | TO
RATIFY THE APPOINTMENT OF CBIZ CPAS P.C. (“CBIZ”) AS COFFEE HOLDING CO., INC.’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING OCTOBER 31, 2025; | |
| 3. | TO
HOLD AN ADVISORY VOTE ON EXECUTIVE COMPENSATION; | |
| 4. | TO
HOLD AN ADVISORY VOTE ON THE FREQUENCY OF HOLDING STOCKHOLDER ADVISORY VOTES ON EXECUTIVE COMPENSATION; AND | |
| 5. | TO
TRANSACT ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING. | |

PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULES, YOU ARE RECEIVING THIS NOTICE THAT THE PROXY MATERIALS FOR THE ANNUAL MEETING ARE AVAILABLE ON THE INTERNET. FOLLOW THE INSTRUCTIONS ABOVE TO VIEW THE MATERIALS AND VOTE OR REQUEST PRINTED COPIES.

THE BOARD OF DIRECTORS HAS FIXED THE CLOSE OF BUSINESS ON OCTOBER 17, 2025 AS THE RECORD DATE FOR THE DETERMINATION OF STOCKHOLDERS ENTITLED TO RECEIVE NOTICE OF THE ANNUAL MEETING AND TO VOTE THE SHARES OF OUR COMMON STOCK, PAR VALUE $.001 PER SHARE, THEY HELD ON THAT DATE AT THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT OF THE MEETING.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE ‘FOR’ PROPOSAL 1, 2, 3 AND ‘1 YEAR’ FOR PROPOSAL 4.

PLEASE NOTE - THIS IS NOT A PROXY CARD - YOU CANNOT VOTE BY RETURNING THIS CARD

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COFFEE HOLDING CO INC. C/O ISSUER DIRECT COMPLIANCE 1110 CENTRE POINT CURVE STE 101 MENDOTA HEIGHTS MN 55120 FIRST-CLASS MAIL US POSTAGE PAID DURHAM NC PERMIT # 302

TIME SENSITIVE SHAREHOLDER INFORMATION ENCLOSED

IMPORTANT SHAREHOLDER INFORMATION

YOUR VOTE IS IMPORTANT

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