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 19, 2017

 

 

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))

 

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 o

 

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. o

 

 

 

 



 

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

 

The 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of Monster Beverage Corporation (the “Company”) was held on June 19, 2017, 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 2018 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

 

492,052,748

 

13,183,588

 

18,392,527

Hilton H. Schlosberg

 

462,816,158

 

42,420,178

 

18,392,527

Mark J. Hall

 

482,313,050

 

22,923,286

 

18,392,527

Norman C. Epstein

 

463,614,975

 

41,621,361

 

18,392,527

Gary P. Fayard

 

489,414,230

 

15,822,106

 

18,392,527

Benjamin M. Polk

 

498,885,855

 

  6,350,481

 

18,392,527

Sydney Selati

 

476,129,363

 

29,106,973

 

18,392,527

Harold C. Taber, Jr.

 

462,469,610

 

42,766,726

 

18,392,527

Kathy N. Waller

 

481,640,636

 

23,595,700

 

18,392,527

Mark S. Vidergauz

 

483,545,190

 

21,691,146

 

18,392,527

 

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, 2017.

 

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

 

Votes For

 

Votes Against

 

Abstentions

 

494,960,536

 

28,456,534

 

211,793

 

 

Proposal No. 3.  To approve the Monster Beverage Corporation 2017 Compensation Plan for Non-Employee Directors.

 

In accordance with the results below, the Monster Beverage Corporation 2017 Compensation Plan for Non-Employee Directors was approved.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

495,145,816

 

9,958,164

 

132,356

 

18,392,527

 



 

Proposal No. 4.  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

429,191,373

 

75,614,218

 

430,745

 

18,392,527

 

Proposal No. 5.  To approve, on a non-binding, advisory basis, the frequency with which stockholders will approve the compensation of the Company’s named executive officers.

 

In accordance with the results below, the board of directors of the Company determined that it will include a non-binding, advisory vote on the compensation of the Company’s executive officers in its proxy materials every year until the next advisory vote on the frequency of stockholder votes on executive compensation.

 

One Year

 

Two
Years

 

Three
Years

 

Abstentions

 

Broker Non-Votes

478,090,779

 

67,995

 

26,903,301

 

174,261

 

18,392,527

 

Proposal No. 6.  To consider a stockholder proposal requesting that the board of directors of the Company adopt a “proxy access” bylaw.

 

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

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

205,493,011

 

299,261,863

 

481,462

 

18,392,527

 

Proposal No. 7  To consider a stockholder proposal requesting that the board of directors of the Company adopt a sustainability report related to key environmental, social and governance risks and opportunities including an analysis of material water-related risks.

 

In accordance with the results below, the stockholder proposal requesting the board of directors of the Company adopt a sustainability report was not approved.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

160,505,806

 

340,802,680

 

3,927,850

 

18,392,527

 



 

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 20, 2017

/s/ Hilton H. Schlosberg

 

-----------------------------------

 

Hilton H. Schlosberg

 

Vice Chairman of the Board of Directors,

 

President and Chief Financial Officer