BellRing Brands (NYSE: BRBR) holders back board, auditor and pay

Rhea-AI Filing Summary

BellRing Brands, Inc. reported results of its virtual 2026 annual stockholder meeting. Of 118,425,407 shares outstanding and entitled to vote, 100,350,223 were represented, establishing an 84.74% quorum. Stockholders elected all five director nominees to serve until the 2027 annual meeting or until successors are elected and qualified.

Stockholders also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026, with 100,054,830 votes for and 99.7% of votes cast in favor. In an advisory vote, stockholders approved the Company’s executive compensation, with 77,493,242 votes for and 82.4% of votes cast in favor.

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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): January 28, 2026

BellRing Brands, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-39093						87-3296749
(State or other jurisdiction of incorporation)			(Commission File Number)						(IRS Employer Identification No.)
1 N Brentwood, Blvd., Suite 1550			St. Louis			Missouri			63105
(Address of Principal Executive Offices)									(Zip Code)

Registrant’s telephone number, including area code: (314) 644-7652

2503 S. Hanley Rd.			St. Louis			Missouri			63144
(Former Address of Principal Executive Office)									(Zip Code)

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:

☐    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 registered
Common Stock, $0.01 par value per share			BRBR			New York Stock Exchange

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.☐

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

BellRing Brands, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) entirely virtually, conducted via a live audio-only webcast on Wednesday, January 28, 2026. At the Annual Meeting, of the 118,425,407 shares outstanding and entitled to vote, 100,350,223 shares were represented, constituting a 84.74% quorum. The final result for each of the matters submitted to a vote of the stockholders at the Annual Meeting are as follows:

Proposal 1:    Each of the nominees for director were elected to serve until the Company’s annual meeting of stockholders to be held in 2027 or until their respective successors are elected and qualified, by the votes set forth in the table below:    

Nominee						For						Withhold						Broker Non-Votes						Percentage of Votes Cast For
Robert V. Vitale						69,541,042						24,565,552						6,243,629						73.9%
Darcy H. Davenport						92,522,171						1,584,423						6,243,629						98.3%
David I. Finkelstein						92,950,103						1,156,491						6,243,629						98.8%
Chonda J. Nwamu						92,519,129						1,587,465						6,243,629						98.3%
Elliot H. Stein, Jr.						89,082,408						5,024,186						6,243,629						94.7%

Proposal 2:    The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026 was ratified by the stockholders, by the votes set forth in the table below:

For						Against						Abstain						Percentage of Votes Cast For
100,054,830						16,631						278,762						99.7%

Proposal 3:    The Company's executive compensation as described in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 21, 2022, was approved by the non-binding advisory votes of the stockholders set forth in the table below:

    

For						Against						Abstain						Broker Non-Votes						Percentage of Votes Cast For
77,493,242						16,312,005.00						301,347						6,243,629						82.4%

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 thereunto duly authorized.

Date: February 2, 2026			BellRing Brands, Inc.
			(Registrant)
			By:			/s/ Craig L. Rosenthal
			Name:			Craig L. Rosenthal
			Title:			Chief Legal Officer and Corporate Secretary

FAQ

What did BellRing Brands (BRBR) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing five directors, ratifying the 2026 independent auditor, and approving executive compensation. All five director nominees were elected, PricewaterhouseCoopers LLP was ratified as auditor, and the advisory say-on-pay resolution for executive compensation received majority support.

Was there a quorum at BellRing Brands (BRBR) 2026 annual stockholder meeting?

Yes, a quorum was achieved. Of 118,425,407 shares outstanding and entitled to vote, 100,350,223 shares were represented, resulting in an 84.74% quorum. This level of participation allowed all proposals on the agenda to be validly considered and voted upon by stockholders.

How did BellRing Brands (BRBR) shareholders vote on director elections in 2026?

All five nominees for director were elected to serve until the 2027 annual meeting or until successors are elected and qualified. Support levels ranged from 73.9% of votes cast for Robert V. Vitale to 98.8% for David I. Finkelstein, indicating broad backing for the board slate.

Did BellRing Brands (BRBR) shareholders approve the company’s executive compensation?

Yes. In the non-binding advisory say-on-pay vote, 77,493,242 shares voted for the company’s executive compensation as described in its proxy statement. This represented 82.4% of votes cast, with additional votes recorded against, abstentions, and broker non-votes on the proposal.

Which audit firm did BellRing Brands (BRBR) shareholders ratify for fiscal 2026?

Shareholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2026. The proposal received 100,054,830 votes for, 16,631 votes against, and 278,762 abstentions, with 99.7% of votes cast supporting the selection of PricewaterhouseCoopers LLP.