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):  June 14, 2016

 

 

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:

 

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

The 2016 Annual Meeting of Stockholders (the “Annual Meeting”) of Monster Beverage Corporation (the “Company”) was held on June 14, 2016, at which the following matters were submitted to a vote of the stockholders.

 

Proposal No. 1.  To elect ten directors of the Company to serve until the 2017 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

 

177,747,812

 

6,527,944

 

6,731,184

Hilton H. Schlosberg

 

171,534,175

 

12,741,581

 

6,731,184

Mark J. Hall

 

175,767,713

 

8,508,043

 

6,731,184

Norman C. Epstein

 

176,762,453

 

7,513,303

 

6,731,184

Gary P. Fayard

 

181,767,560

 

2,508,196

 

6,731,184

Benjamin M. Polk

 

178,233,525

 

6,042,231

 

6,731,184

Sydney Selati

 

180,857,704

 

3,418,052

 

6,731,184

Harold C. Taber, Jr.

 

176,119,162

 

8,156,594

 

6,731,184

Kathy N. Waller

 

176,926,102

 

7,349,654

 

6,731,184

Mark S. Vidergauz

 

177,881,507

 

6,394,249

 

6,731,184

 

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, 2016.

 

In accordance with the results below, the appointment of Deloitte & Touche LLP was ratified and approved.

 

Votes For

 

Votes Against

 

Abstentions

186,012,579

 

4,938,417

 

55,944

 

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

159,199,290

 

24,948,651

 

127,815

 

6,731,184

 



 

Proposal No. 4.  To re-approve the material terms of the Internal Revenue Code Section 162(m) performance goals under the Monster Beverage Corporation 2011 Omnibus Incentive Plan.

 

In accordance with the results below, the material terms of the Internal Revenue Code Section 162(m) performance goals under the Monster Beverage Corporation 2011 Omnibus Incentive Plan were re-approved.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

181,479,675

 

2,752,709

 

43,372

 

6,731,184

 

Proposal No. 5.  To consider a stockholder proposal requesting the Company’s board of directors adopt a proxy access bylaw.

 

In accordance with the results below, the stockholder proposal requesting the Company’s board of directors adopt a proxy access bylaw was not approved.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

79,983,222

 

104,214,886

 

77,648

 

6,731,184

 

Proposal No. 6.  To consider a stockholder proposal requesting the Company’s board of directors amend its corporate governance documents to provide that director nominees be elected by a majority vote standard.

 

In accordance with the results below, the stockholder proposal requesting the Company’s board of directors amend its corporate governance documents to provide that director nominees be elected by a majority vote standard was not approved.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

65,531,472

 

118,672,511

 

71,773

 

6,731,184

 

 

Item 7.01 Regulation FD Disclosure.

 

On June 14, 2016, the Company conducted a live audio webcast of the business discussion and question and answer portion of its 2016 Annual Meeting (the “Webcast”). During the Webcast, the Company engaged in discussions related to the anticipated launch of two new products, Mutant, a “super soda,” and Hydro, a non-carbonated energy drink. The Webcast will be archived for approximately one year at www.monsterbevcorp.com in the “Events & Presentations” section.

 



 

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 16, 2016

/s/ Hilton H. Schlosberg

 

 

 

 

 

 

 

 

 

 

 

Hilton H. Schlosberg

 

 

Vice Chairman of the Board of Directors,

 

 

President and Chief Financial Officer