UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 3, 2020, at the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Monster Beverage Corporation (the “Company”), the Company’s stockholders approved the Monster Beverage Corporation 2020 Omnibus Incentive Plan (the “2020 Omnibus Incentive Plan”), which provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, and other share-based awards. The 2020 Omnibus Incentive Plan provides for the grant of up to 46,169,367 shares of the Company’s common stock, par value $0.005 per share (“Common Stock”), comprised of 32,000,000 new shares of Common Stock reserved under the 2020 Omnibus Incentive Plan and 14,169,367 shares of Common Stock that were available for grant under the Monster Beverage Corporation 2011 Omnibus Incentive Plan as of December 31, 2019.
The 2020 Omnibus Incentive Plan is described in more detail in Proposal Four in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 21, 2020 (the “Proxy Statement”). The descriptions of the 2020 Omnibus Incentive Plan contained herein and in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the 2020 Omnibus Incentive Plan, a copy of which was filed as Appendix A to the Proxy Statement and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Company was held on June 3, 2020, 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 2021 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 | 439,374,386 | 23,788,733 | 12,657,316 | |||
| Hilton H. Schlosberg | 424,868,514 | 38,294,605 | 12,657,316 | |||
| Mark J. Hall | 439,008,872 | 24,154,247 | 12,657,316 | |||
| Kathleen E. Ciaramello | 440,558,126 | 22,604,993 | 12,657,316 | |||
| Gary P. Fayard | 459,346,867 | 3,816,252 | 12,657,316 | |||
| Jeanne P. Jackson | 460,652,376 | 2,510,743 | 12,657,316 | |||
| Steven G. Pizula | 459,948,185 | 3,214,934 | 12,657,316 | |||
| Benjamin M. Polk | 433,143,583 | 30,019,536 | 12,657,316 | |||
| Sydney Selati | 446,402,724 | 16,760,395 | 12,657,316 | |||
| Mark S. Vidergauz | 432,860,349 | 30,302,770 | 12,657,316 |
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, 2020.
In accordance with the results below, the appointment of Deloitte & Touche LLP was ratified and approved.
| Votes For | Votes Against | Abstentions | |||
| 460,844,830 | 14,861,627 | 113,978 |
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 | |||
| 441,419,735 | 21,352,174 | 391,210 | 12,657,316 |
Proposal No. 4. To approve the 2020 Omnibus Incentive Plan.
In accordance with the results below, the 2020 Omnibus Incentive Plan was approved.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 443,035,518 | 19,978,542 | 149,059 | 12,657,316 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1 Monster Beverage Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A, filed April 21, 2020).
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 8, 2020 | /s/ Hilton H. Schlosberg |
| Hilton H. Schlosberg | |
| Vice Chairman of the Board of Directors, | |
| President and Chief Financial Officer | |
Cover |
Jun. 03, 2020 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jun. 03, 2020 |
| Entity File Number | 001-18761 |
| Entity Registrant Name | Monster Beverage Corporation |
| Entity Central Index Key | 0000865752 |
| Entity Tax Identification Number | 47-1809393 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 1 Monster Way |
| Entity Address, City or Town | Corona |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 92879 |
| City Area Code | 951 |
| Local Phone Number | 739 - 6200 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock |
| Trading Symbol | MNST |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |