Willamette Valley Vineyards : Notice of Annual Meeting and Proxy Statement/2023 Annual Report - Click Here

Notice of the Annual Meeting of Stockholders

To be held: Saturday, July 15, 2023

Dear Shareholders,

You are cordially invited to the 2023 Annual Meeting of Shareholders ("Annual Meeting") of Willamette Valley Vineyards, Inc. (the "Company"), which will be held via online live webcast on Saturday, July 15, 2023, beginning at 11:00 a.m. Pacific Time.

The government-mandated "escheatment" process could adversely affect your shares. If the Company, or the Company's Transfer Agent, Equiniti, cannot locate you, they are required to transfer your shares to the state government as "unclaimed" property. Voting your shares or updating your contact information will assure your continued control of your shares. For registered shareholders, you can update your information by emailing us at: [e-mail]. Beneficial owners should contact their brokerage firm with updates to their contact information.

The Annual Meeting can be accessed by visiting wvv.com/annualmeeting, where you will be able to participate in the meeting live and vote online. In order to be able to vote at the Annual Meeting, you will need your control number, which is included on your proxy ballot if you are a shareholder of record on May 11, 2023 or included with the form and voting instructions you received from your broker if you hold your shares in "street name." The Annual Meeting will be held for the following purposes:

1. To consider and vote upon a proposal to elect two members to our Board of Directors with terms ending at the annual meeting in 2026;
2. To ratify the appointment by the Board of Directors of Moss Adams LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2023;
3. To conduct a non-binding advisory vote on the Company's executive compensation;
4. To conduct a non-binding advisory vote on the frequency of future advisory votes on the Company's executive compensation; and
5. To transact such other business as may properly come before the meeting or any postponements or adjournments of the meeting.

The foregoing items of business are more fully described in the proxy statement (the "Proxy Statement") that accompanies this notice.

Our Board of Directors fixed May 11, 2023 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting and any postponements or adjournments of the meeting, and only shareholders of record at the close of business on that date are entitled to this notice and to vote at the Annual Meeting. A list of shareholders entitled to vote at the Annual Meeting will be available at our offices for ten days prior to the meeting.

We hope that you will use this opportunity to take an active part in our affairs by voting on the business to come before the Annual Meeting, either by executing and returning the enclosed proxy ballot or by casting your vote using the internet. An electronic version of the Proxy Statement and our Annual Report to Shareholders for the year ended December 31, 2022 is available at this web address: wvv.com/annualmeeting. Please access your Proxy using one of the methods outlined in the Proxy Statement - internet, regular mail, or telephone. If you receive more than one proxy card because you own shares registered in different names or addresses, each proxy card should be voted and returned.

BY ORDER OF THE BOARD OF DIRECTORS

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/s/ Jim Bernau

Jim Bernau

President and Chairperson of the

Board of Directors

Turner, Oregon

May 31, 2023

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CONTENTS
1.	INTRODUCTION	6
1.1	GENERAL	6
1.2	SOLICITATION, VOTING AND REVOCABILITY OF PROXIES	6
1.3	DIRECTORS AND EXECUTIVE OFFICERS	7
1.4	BOARD AND COMMITTEE MEETING ATTENDANCE	10
1.5	ANNUAL MEETING ATTENDANCE	10
1.6	INDEPENDENCE	10
1.7	COMMITTEES OF THE BOARD OF DIRECTORS	10
1.8	LEADERSHIP STRUCTURE OF BOARD OF DIRECTORS	12
1.9	ROLE OF BOARD OF DIRECTORS IN RISK OVERSIGHT	12
1.10 DIRECTOR COMPENSATION	12
1.11 COMMUNICATIONS TO THE BOARD OF DIRECTORS	13
1.12 CODE OF ETHICS	13
2.	EXECUTIVE COMPENSATION	13
2.1	SUMMARY COMPENSATION TABLE	13
2.2	COMPENSATION PHILOSOPHY	15
2.3	BERNAU EMPLOYMENT AGREEMENT	16
2.4	FERRY EMPLOYMENT AGREEMENT	16
2.5	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	16
2.6	TRANSACTIONS WITH RELATED PERSONS	17
2.7	DELINQUENT SECTION 16 REPORTS	17
2.8	AUDIT COMMITTEE REPORT	17
2.9	FEES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	18
3.	ELECTION OF DIRECTORS (PROPOSAL NO. 1)	18
4.	RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS (PROPOSAL NO. 2)	19
5.	APPROVAL ON COMPANY'S EXECUTIVE COMPENSATION (PROPOSAL NO. 3)	19

6. APPROVAL ON THE FREQUENCY OF THE COMPANY'S EXECUTIVE COMPENSATION (PROPOSAL NO. 4)

………………………………………………………………………………………………………………………...20

7.	SHAREHOLDER PROPOSALS AND NOMINATIONS OF DIRECTORS	20
7.1	SHAREHOLDER PROPOSALS FOR INCLUSION IN NEXT YEAR'S PROXY STATEMENT	20
7.2	OTHER SHAREHOLDER PROPOSALS	20
7.3	SHAREHOLDER DIRECTOR NOMINATIONS	21
8.	RESULTS OF ANNUAL MEETING	21
9.	HOUSEHOLDING	21
10.	COST OF SOLICITATION	22
11.	ADDITIONAL INFORMATION	22
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ANNUAL REPORT TO SHAREHOLDERS	23
DESCRIPTION OF BUSINESS	23
INTRODUCTION	23
SEGMENTS	23
PRODUCTS	23
MARKET OVERVIEW	24
THE OREGON WINE INDUSTRY	24
COMPANY STRATEGY	25
VINEYARDS	26
WINERY	28
SALES AND DISTRIBUTION	29
DEPENDENCE ON MAJOR CUSTOMERS	30
COMPETITION	30
GOVERNMENTAL REGULATION OF THE WINE INDUSTRY	31
COSTS AND EFFECTS OF COMPLIANCE WITH LOCAL, STATE AND FEDERAL ENVIRONMENTAL LAWS	31
EMPLOYEES	31
ADDITIONAL INFORMATION	31
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	32
MARKET INFORMATION	32
HOLDERS	32
DIVIDENDS	32
EQUITY COMPENSATION PLANS	32
RECENT SALES OF UNREGISTERED SECURITIES	32
ISSUER PURCHASES OF EQUITY SECURITIES…….......................................................................................................... 32
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	32
CRITICAL ACCOUNTING POLICIES AND ESTIMATES	33
OVERVIEW	32
RESULTS OF OPERATIONS	34
EBITDA	36
SALES……. ................................................................................................................................................................... 37
WINE INVENTORY	37
PRODUCTION CAPACITY	37
GRAPE SUPPLY	37
WINE QUALITY	38
SEASONALITY	38
LIQUIDITY AND CAPITAL RESOURCES	38
INFLATION	39
RISK FACTORS	39
UNRESOLVED STAFF COMMENTS	44
PROPERTIES	45
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LEGAL PROCEEDINGS	45
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	45
DISCLOSURE CONTROLS AND PROCEDURES	45
INTERNAL CONTROL OVER FINANCIAL REPORTING	46
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	47

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