Celsius Holdings, Inc 8-K, filed Aug 23, 2021
Celsius Holdings, Inc. (CELH)
About this 8-K
Celsius Holdings, Inc filed this 8-K on August 23, 2021, reporting on events of August 19, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 19, 2021
CELSIUS HOLDINGS, INC.
(Exact name of registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation)
| 000-55663 | 20-2745790 | |
| (Commission File Number) |
(IRS Employer Identification No.) |
2424 N. Federal Highway, Suite 208, Boca Raton, Florida 33431
(Address of principal executive offices and zip code)
| (561) 276-2239 |
| (Registrant’s telephone number including area code) |
| Former Name or Former Address (If Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.001 par value per share | CELH | The NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
When used in this Current Report on Form 8-K, unless otherwise indicated, the terms “the Company,” “Celsius,” “we,” “us” and “our” refer to Celsius Holdings, Inc. and its subsidiaries.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 20, 2021, the Company issued a press release announcing, that Damon DeSantis, Cheryl S. Miller and Joyce Russell were elected to our Board of Directors effective as of August 19, 2021 at the Company’s Annual Meeting of Shareholders (the “Annual Meeting”). The Company also announced certain changes to the board leadership structure including the appointment by the Board of Directors of John Fieldly as Chairman of the Board and Hal Kravitz as independent lead director.
A copy of the press release dated August 20, 2021 announcing the aforementioned appointments is included as Exhibit 99.1 to this report.
Furthermore, effective as of August 19, 2021 the following members of the Board of Directors were appointed to the committees set forth below:
Audit Committee
Cheryl Miller, Chair
Caroline Levy
Tony Lau
Joyce Russell
Human Resources and Compensation Committee
Joyce Russell, Chair
Hal Kravitz
Nick Castaldo
Alexandre Ruberti
Governance and Nominating Committee
Damon DeSantis, Co-Chair
Tony Lau, Co-Chair
Nicholas Castaldo
Cheryl Miller
Caroline Levy
Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 19, 2021, the Company held its Annual Meeting. The Company’s shareholders voted on the two proposals listed below at the Annual Meeting. The final voting results for each proposal are set forth in the following tables. For more information about each of the proposals please see the Company’s definitive Proxy Statement previously filed with the Securities and Exchange Commission on June 2, 2021.
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Proposal 1: Election of Directors – Election of the nominees listed below as directors to hold office until the next annual meeting of shareholders or until their successors are elected.
| Votes | Votes | Broker | ||||||||||
| Name | For | Against | Non-Votes | |||||||||
| John Fieldly | 58,532,047 | 127,541 | 627,498 | |||||||||
| Hal Kravitz | 49,505,001 | 9,154,587 | 627,498 | |||||||||
| Tony Lau | 58,490,616 | 168,972 | 627,498 | |||||||||
| Nicholas Castaldo | 50,175,458 | 8,484,130 | 627,498 | |||||||||
| Caroline Levy | 58,385,094 | 274,492 | 627,500 | |||||||||
| Alexandre Ruberti | 58,531,861 | 127,727 | 627,498 | |||||||||
| Damon DeSantis | 58,529,310 | 130,278 | 627,498 | |||||||||
| Cheryl Miller | 58,532,108 | 127,480 | 627,498 | |||||||||
| Joyce Russell | 58,532,460 | 127,128 | 627,498 | |||||||||
Each nominee was elected by the Company’s shareholders, as recommended by the Company’s Board of Directors.
Proposal 2: Ratification of Selection of Auditors - To ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
| Votes For | Votes Against | Abstain | |||
| 58,693,416 | 334,429 | 259,241 |
The appointment of Ernst & Young LLP was ratified by the Company’s shareholders, as recommended by the Company’s Board of Directors.
Item 7.01 Regulation FD Disclosure.
| (a) | ESG Report |
On August 20, 2021, Celsius issued a press release announcing the publication of its environmental, social and governance (ESG) report.
A copy of the Company’s ESG report is available at: https://celsiusholdingsinc.com/esg_report_082021
In addition, copies of the press release and the ESG report are included as Exhibits 99.2 and 99.3 to this report.
| (b) | Investor Presentation |
On August 19, 2021, the Company made a presentation to shareholders at the Annual Meeting. The furnishing of the investor presentation information in this report is not intended to, and does not, constitute a determination by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company. The information in the investor presentation materials is presented as of August 19, 2021 and the Company does not assume any obligation to update such information in the future.
A copy of the investor presentation that was used at the Annual Meeting is included as Exhibit 99.4 to this report.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, and including Exhibits 99.3 and 99.4 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CELSIUS HOLDINGS, INC. | ||
| Date: August 23, 2021 | By: | /s/ John Fieldly |
|
John Fieldly, Chief Executive Officer | ||
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Celsius Holdings, Inc. Announces New Board Members in Conjunction
With Board Succession and Refreshment Policy
John Fieldly, CEO, Named Chairman of the Board
Hal Kravitz, Named Independent Lead Director
BOCA RATON, FL, August 20, 2021/PRNewswire/ -- Celsius Holdings, Inc., (Nasdaq: CELH) (the “Company”), maker of the leading global fitness drink, CELSIUS®, announced today that directors William Milmoe, Tom Lynch and Kevin Harrington stepped down from the Company’s Board of Directors (the “Board”) upon the scheduled expiration of their terms at the Company’s Annual Meeting of Stockholders, held on August 19, 2021 (the “Annual Meeting”). The Company has added three new board of directors and named John Fieldly, CEO, as Chairman of the Board. The changes emanated from the Nominating Committee and Board adoption of a Succession and Refreshment Policy, to ensure Celsius is among corporate governance leaders.
John Fieldly, President, Chairman and CEO commented, “I first want to thank the tremendous service our three exiting board members brought to Celsius as they were all integral in our journey from trading on the OTC market to now topping over $5 billion in market capitalization. They have helped position the company for continued acceleration in both sales and market share gains, where we believe the opportunity for scale is just beginning. I’m also excited to welcome the new board members to our team. Their collective extraordinary backgrounds, diverse viewpoints, and expertise will complement and further enhance the skills and perspectives represented on our Board”.
New Board Member Bios:
Damon DeSantis, Board Member- Damon currently serves as a board member of MacPherson’s, the largest employee-owned distributor of creative materials and art supplies in North America. His corporate business interests continue with ownership, direct investment, and board membership in a variety of private businesses in the hospitality, financial services, automotive, spirits and cannabis industries. Previously, Damon served as Chief Executive Officer of Rexall Sundown Nutritional Company, a former Nasdaq 100 company until 2001 as well as a board member of the company. Rexall Sundown was in the business of developing, manufacturing, packaging, marketing, and distributing nutritional products of over 2800 SKUs to wholesalers, distributors, retailers in the US and worldwide.
Damon is the son of Carl DeSantis, one of the principal shareholders of Celsius and he and his family live in Plantation Florida.
Cheryl S. Miller, Board Member- Cheryl currently serves as an Executive Strategic Advisor for JM Family Enterprises, a privately owned diversified automotive company, where she previously served as Executive Vice President and Chief Financial Officer. Cheryl has also previously served as President and Chief Executive Officer and held positions of Ex VP and Chief Financial Officer, Treasurer and VP of Investor Relations between 2010 and April 2021 with AutoNation Inc., a publicly traded Fortune 150 automotive retailer while also serving on their board from July 2019 to July 2020. In addition, since 2016, Cheryl has been serving as a director of Tyson Foods, Inc., one of the world’s largest public food companies where she is a member of Tyson’s Audit and Compensation & Leadership Development committees.
A native of Puerto Rico and resident of Florida, Cheryl holds a bachelor’s degree in finance and business administration from James Madison University and brings over 20 years of corporate finance experience in consumer-focused industries specializing in M&A, cybersecurity, e-commence and public company shareholder relations.
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Joyce Russell, Board Member- Joyce currently serves as President of the Adecco Group U.S. Foundation, which is focused on up/re-skilling American workers and helping to ensure work equality for all. The Foundation was formed in 2019 and Joyce was appointed its first President. She previously served as President of Adecco Staffing US from 2004 to 2018, an affiliate of the Swiss public company Adecco Group AG, a Fortune Global 500 company, and she brings over 34 years of experience specializing in human resources. Joyce is a panelist and participates at the World Economic Forum in Davos and Fortune’s Most Powerful Women Summits and serves as Chairperson of the Board of Directors of the American Staffing Association.
Joyce and her family reside in Vero Beach, Florida and holds a Bachelor of Arts degree in business and communications from Baylor University.
The Board has eliminated the Co-Chair BOD structure, with President and CEO, John Fieldly, serving as the Chairman of the Board. In addition, Hal Kravitz has been named independent lead director. With these changes, Tony Lau will step-down as co-chair and remain a board member.
Carl DeSantis, Chairman CDS International Holdings, Inc. added, “It brings me great pleasure to see the continuing evolution of Celsius, not only in terms of sales growth and the opportunity in front of the company, but also the commitment to always challenge themselves to be at the forefront of corporate governance improvements. In conjunction with the future growth expectations and opportunity the company has in front of them, it provides great confidence to my long-term commitment and support.
Upon completion of these changes, the updated Board of Directors are as follows composed of 9 directors, 6 of whom are independent:
| ● | John Fieldly- Chairman |
| ● | Hal Kravitz- Independent Lead Director |
| ● | Tony Lau |
| ● | Nick Castaldo |
| ● | Caroline Levy |
| ● | Alexandre Ruberti |
| ● | Damon DeSantis |
| ● | Cheryl Miller |
| ● | Joyce Russell |
Horizons Ventures stated, “We join the board in expressing our appreciation and thanks to our co-chairman William H. Milmoe and the other departing board members for their service and partnership, building Celsius to a top energy drink competitor on a global scale. Our support for the company, management team and board has never been stronger and are fully committed to expanding our partnership to the future opportunities that lay ahead.”
About Celsius Holdings, Inc.
Celsius Holdings, Inc. (Nasdaq: CELH), is a global company with a proprietary, clinically proven formula for its master brand CELSIUS® and all its sub-brands. A lifestyle fitness drink and a pioneer in the rapidly growing performance energy sector, CELSIUS® has five beverage lines that each offer proprietary, functional, healthy-energy formulas clinically-proven to offer significant health benefits to its users. The five lines include, CELSIUS® Originals, CELSIUS HEAT™, CELSIUS® BCAA +Energy, CELSIUS® On-the-Go, and CELSIUS® Sweetened with Stevia. CELSIUS® has zero sugar, no preservatives, no aspartame, no high fructose corn syrup, and is non-GMO, with no artificial flavors or colors. The CELSIUS® line of products is Certified Kosher and Vegan. CELSIUS® is also soy and gluten-free and contains very little sodium. CELSIUS® is backed by six university studies that were published in peer-reviewed journals validating the unique benefits CELSIUS® provides. CELSIUS® is sold nationally at Target, CVS, Walmart, GNC, Vitamin Shoppe, 7-Eleven, Dick’s Sporting Goods, The Fresh Market, Sprouts and other key regional retailers such as HEB, Publix, Winn-Dixie, Harris Teeter, Shaw’s and Food Lion. It is also available on Amazon, at fitness clubs and in select micro-markets across the country. For more information, please visit: http://www.celsiusholdingsinc.com
Investor Relations:
Cameron Donahue
(651) 707-3532
cdonahue@celsius.com
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Exhibit 99.2
FOR IMMEDIATE RELEASE
Celsius Announces Inaugural Environmental, Social and Governance (ESG) Report
BOCA RATON, FL, August 20, 2021/PRNewswire/ -- Celsius Holdings, Inc., (Nasdaq: CELH), maker of the leading global fitness drink, CELSIUS®, today released its inaugural Environmental, Social and Governance (ESG) Report, highlighting its initiatives and best practices to drive a sustainable, equitable and prosperous impact for our various stakeholders.
“As part of our Board of Directors corporate-wide best practices initiatives, which includes the appointment of E&Y as our corporate auditor, restructuring our BOD and personnel, and the recent addition of Marcus Sandifer as corporate secretary, we are proud to share our inaugural ESG report highlighting the progress and key focus areas in our ESG initiatives, through the focus and investments we have undertaken to reduce our environmental footprint, advance diversity and inclusion and innovate across our business to drive an increasingly sustainable business model for the future,” said John Fieldly, president and chief executive officer of Celsius Holdings.
CELH’s ESG Report outlines key focus areas consistent within the beverage industry and how the company is aligning its sustainability efforts with driving superior financial performance. The company has benchmarked their disclosures against MSCI ESG Ratings framework, derived from “The United Nations Sustainable Development Goals (SDGs).
The ESG report is available at: https://celsiusholdingsinc.com/esg_report_082021
About Celsius Holdings, Inc.
Celsius Holdings, Inc. (Nasdaq: CELH), is a global company with a proprietary, clinically proven formula for its master brand CELSIUS® and all its sub-brands. A lifestyle fitness drink and a pioneer in the rapidly growing performance energy sector, CELSIUS® has five beverage lines that each offer proprietary, functional, healthy-energy formulas clinically-proven to offer significant health benefits to its users. The five lines include, CELSIUS® Originals, CELSIUS HEAT™, CELSIUS® BCAA +Energy, CELSIUS® On-the-Go, and CELSIUS® Sweetened with Stevia. CELSIUS® has zero sugar, no preservatives, no aspartame, no high fructose corn syrup, and is non-GMO, with no artificial flavors or colors. The CELSIUS® line of products is Certified Kosher and Vegan. CELSIUS® is also soy and gluten-free and contains very little sodium. CELSIUS® is backed by six university studies that were published in peer-reviewed journals validating the unique benefits CELSIUS® provides. CELSIUS® is sold nationally at Target, CVS, Walmart, GNC, Vitamin Shoppe, 7-Eleven, Dick’s Sporting Goods, The Fresh Market, Sprouts and other key regional retailers such as HEB, Publix, Winn-Dixie, Harris Teeter, Shaw’s and Food Lion. It is also available on Amazon, at fitness clubs and in select micro-markets across the country. For more information, please visit: http://www.celsiusholdingsinc.com
Investor Relations:
Cameron Donahue
(651) 707-3532
cdonahue@celsius.com
Exhibit 99.3
Exhibit 99.4
