8-K
Monster Beverage Corp (MNST)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) ofthe
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 14, 2022
Monster Beverage Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-18761 | 47-1809393 |
|---|---|
| (Commission File Number) | (IRS Employer Identification No.) |
1 Monster Way
Corona,California 92879
(Address of principal executive offices and zip code)
(951
)
739 - 6200 ****(Registrant’s telephone number, including area code)
N/A
(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 the registrant under any of the following provisions (see General Instruction A.2 below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 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<br><br><br> registered |
|---|---|---|
| Common Stock | MNST | Nasdaq Global Select 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-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 pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Monster Beverage Corporation (the “Company”), was held on June 14, 2022, at which the following matters were submitted to a vote of the stockholders. For more information on the following proposals, see the Proxy Statement.
Proposal No. 1. To elect ten directors of the Company to serve until the 2023 annual meeting of stockholders.
In accordance with the results below, the following individuals were re-elected as directors of the Company and received the number of votes set opposite their respective names.
| Director | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Rodney C. Sacks | 437,566,443 | 29,909,496 | 11,675,223 |
| Hilton H. Schlosberg | 457,802,648 | 9,673,291 | 11,675,223 |
| Mark J. Hall | 460,184,791 | 7,291,148 | 11,675,223 |
| Ana Demel | 441,557,802 | 25,918,137 | 11,675,223 |
| James L. Dinkins | 464,652,348 | 2,823,591 | 11,675,223 |
| Gary P. Fayard | 457,543,979 | 9,931,960 | 11,675,223 |
| Tiffany M. Hall | 466,948,779 | 527,160 | 11,675,223 |
| Jeanne P. Jackson | 464,400,751 | 3,075,188 | 11,675,223 |
| Steven G. Pizula | 453,391,910 | 14,084,029 | 11,675,223 |
| Mark S. Vidergauz | 430,524,094 | 36,951,845 | 11,675,223 |
Proposal No. 2. To ratify the appointment of Deloitte & Touche LLP to serve as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022.
In accordance with the results below, the appointment of Deloitte & Touche LLP was ratified and approved.
| Votes For | Votes Against | Abstentions |
|---|---|---|
| 459,527,480 | 19,523,570 | 100,112 |
Proposal No. 3. To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.
In accordance with the results below, the compensation of the Company’s named executive officers was approved on a non-binding, advisory basis.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 442,355,426 | 24,709,800 | 410,713 | 11,675,223 |
Proposal No. 4. To consider the stockholder proposal regarding a report on the Company’s plans to reduce greenhouse gas emissions.
In accordance with the results below, the stockholder proposal regarding a report on the Company’s plans to reduce greenhouse gas emissions was not approved.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 205,974,698 | 260,112,115 | 1,389,126 | 11,675,223 |
Item 8.01. Other Events.
On June 14, 2022, the Company issued a press release announcing that its Board of Directors authorized a new repurchase program for the repurchase of up to an additional $500.0 million of the Company’s outstanding shares of common stock. As of June 14, 2022, approximately $157.4 million remained available for repurchase under the Company’s previously authorized repurchase program. The Company expects to make the share repurchases from time to time in the open market, through privately-negotiated transactions, by block-purchase or through other transactions managed by broker-dealers, or otherwise, subject to applicable laws, regulations and approvals. The timing of the share repurchases will depend on a variety of factors, including market conditions, and the share repurchases may be suspended or discontinued at any time.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 Press Release dated June 14, 2022.
Exhibit 104 The cover page from this Current Report on Form 8-K, formatted in iXBRL (Inline eXtensible Business Reporting Language).
SIGNATURES
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.
| Monster Beverage Corporation | |
|---|---|
| Date: June 15, 2022 | /s/ Hilton H. Schlosberg |
| Hilton H. Schlosberg | |
| Vice Chairman of the Board of Directors and | |
| Co-Chief Executive Officer |
Exhibit 99.1
| Investor<br> Relations<br><br> Strategic Public Relations | PondelWilkinson Inc.<br><br>21700 Oxnard Street, Suite 1840<br><br>Woodland Hills, CA 91367<br><br><br><br>T (310) 279 5980<br><br>F (310) 279 5988<br><br>W www.pondel.com |
|---|
| CONTACTS: | Rodney C. Sacks | |
|---|---|---|
| Chairman and Co-Chief Executive Officer | ||
| (951) 739-6200 | ||
| NEWS | Hilton H. Schlosberg <br><br>Vice Chairman and Co-Chief Executive Officer | |
| RELEASE | (951) 739-6200 | |
| Roger S. Pondel / Judy Lin Sfetcu | ||
| PondelWilkinson Inc. | ||
| (310) 279-5980 |
MONSTERBEVERAGE BOARD AUTHORIZES
NEW$500.0 MILLION SHARE REPURCHASE PROGRAM
Corona,CA – June 14, 2022 – Monster Beverage Corporation (NASDAQ:MNST) today announced that its Board of Directors has authorized a new share repurchase program for the repurchase of up to an additional $500.0 million of the Company’s outstanding common stock. As of June 14, 2022, approximately $157.4 million remained available for repurchase under the Company’s previously authorized repurchase program. The Company expects to make the share repurchases from time to time in the open market, through privately-negotiated transactions, by block-purchase or through other transactions managed by broker-dealers, or otherwise, subject to applicable laws, regulations and approvals. The timing of the share repurchases will depend on a variety of factors, including market conditions, and the share repurchases may be suspended or discontinued at any time.
Monster BeverageCorporation
Based in Corona, California, Monster Beverage Corporation is a holding company and conducts no operating business except through its consolidated subsidiaries. The Company’s subsidiaries develop and market energy drinks, including Monster Energy® energy drinks, Monster Energy Ultra® energy drinks, Juice Monster® Energy + Juice energy drinks, Java Monster® non-carbonated coffee + energy drinks, Espresso Monster® non-carbonated espresso + energy drinks, Rehab® Monster® non-carbonated energy drinks, Monster Hydro® Energy Water non-carbonated refreshment + energy drinks, Monster Hydro Super Sport® Superior Hydration non-carbonated refreshment + energy drinks, Monster HydroSport Super Fuel® non-carbonated advanced hydration + energy drinks, Monster Dragon Iced Tea® non-carbonated energy teas, Muscle Monster® non-carbonated energy shakes, Monster Energy® Nitro energy drinks, Reign Total Body Fuel® high performance energy drinks, Reign Inferno® thermogenic fuel high performance energy drinks, True North® Pure Energy Seltzer energy drinks, NOS® energy drinks, Full Throttle® energy drinks, Burn® energy drinks, Samurai® energy drinks, Relentless® energy drinks, Mother® energy drinks, Play® and Power Play® (stylized) energy drinks, BU® energy drinks, Nalu® energy drinks, BPM® energy drinks, Gladiator® energy drinks, Ultra Energy® energy drinks, Live+® energy drinks, Predator® energy drinks and Fury® energy drinks. The Company acquired CANarchy Craft Brewery Collective LLC in February 2022 and added a number of craft beers and hard seltzers to its product portfolio. For more information visit, www.monsterbevcorp.com.
(more)
Monster Beverage Corporation
2-2-2
CautionConcerning Forward-Looking Statements
Certain statements made in this announcement may constitute “forward-looking statements” within the meaning of the U.S. federal securities laws, as amended, regarding the expectations of management with respect to our future operating results and other future events including revenues and profitability. The Company cautions that these statements are based on management’s current knowledge and expectations and are subject to certain risks and uncertainties, many of which are outside of the control of the Company, that could cause actual results and events to differ materially from the statements made herein. Such risks and uncertainties include, but are not limited to, our ability to implement the share repurchase programs. For a more detailed discussion of these and other risks that could affect our operating results, see the Company’s reports filed with the Securities and Exchange Commission, including our annual report on Form 10-K for the year ended December 31, 2021 and our subsequently filed quarterly reports. The Company’s actual results could differ materially from those contained in the forward-looking statements, including with respect to the share repurchase programs. The Company assumes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.