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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): May 14, 2026
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
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-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 pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07. Submission of Matters to
a Vote of Security Holders.
At
the Annual Meeting of Stockholders of Monster Beverage Corporation (the “Company”) held on May 14, 2026, the following
matters were submitted to a vote of the stockholders. For more information on the following proposals, see the Company’s definitive
proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2026.
Proposal
No. 1. To elect ten directors of the Company to serve until the 2027 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 Against | | |
Abstentions | | |
Broker
Non-Votes | |
| Ana Demel | |
| 862,378,221 | | |
| 3,609,825 | | |
| 213,601 | | |
| 19,519,201 | |
| James L. Dinkins | |
| 863,419,283 | | |
| 2,564,360 | | |
| 218,004 | | |
| 19,519,201 | |
| William W. Douglas III | |
| 861,807,993 | | |
| 4,176,166 | | |
| 217,488 | | |
| 19,519,201 | |
| Mark J. Hall | |
| 855,092,867 | | |
| 10,497,178 | | |
| 611,602 | | |
| 19,519,201 | |
| Tiffany M. Hall | |
| 851,841,347 | | |
| 13,320,869 | | |
| 1,039,431 | | |
| 19,519,201 | |
| Jeanne P. Jackson | |
| 798,763,505 | | |
| 67,224,877 | | |
| 213,265 | | |
| 19,519,201 | |
| Steven G. Pizula | |
| 851,070,569 | | |
| 14,914,966 | | |
| 216,112 | | |
| 19,519,201 | |
| Rodney C. Sacks | |
| 852,151,746 | | |
| 13,448,703 | | |
| 601,198 | | |
| 19,519,201 | |
| Hilton H. Schlosberg | |
| 857,208,955 | | |
| 8,390,930 | | |
| 601,762 | | |
| 19,519,201 | |
| Mark S. Vidergauz | |
| 755,948,888 | | |
| 102,628,948 | | |
| 7,623,811 | | |
| 19,519,201 | |
Proposal
No. 2. To ratify the appointment of Ernst & Young LLP to serve as the independent registered public accounting firm of
the Company for the fiscal year ending December 31, 2026.
In accordance with the results
below, the appointment of Ernst & Young LLP was ratified and approved.
| Votes For | | |
Votes Against | | |
Abstentions | |
| 885,168,644 | | |
| 340,152 | | |
| 212,052 | |
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 |
| 823,312,573 |
|
42,628,482 |
|
|
260,592 |
|
|
19,519,201 |
Item 8.01. Other Events.
On May 14, 2026, the Board
of Directors of the Company 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 May 14, 2026, approximately $400.0 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 May 15, 2026. |
| 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: May 15, 2026 |
/s/ Hilton H. Schlosberg |
| |
Hilton H. Schlosberg |
| |
Vice Chairman of the Board of Directors and |
| |
Chief Executive Officer |
Exhibit 99.1
Investor Relations
Strategic Public Relations |
PondelWilkinson Inc.
2945 Townsgate Road, Suite 200
Westlake Village, CA 91361
T (310)
279 5980
W www.pondel.com |
CONTACTS:
NEWS
RELEASE |
Mark Astrachan
SVP, Investor Relations &
Corporate Development
(951) 739-6200
Roger S. Pondel / Judy Lin
PondelWilkinson Inc.
(310) 279-5980 |
MONSTER BEVERAGE BOARD AUTHORIZES
NEW $500.0 MILLION SHARE
REPURCHASE PROGRAM
Corona, CA –
May 15, 2026 – 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 May
14, 2026, approximately $400.0 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 Beverage Corporation
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® drinks, Monster Energy Ultra® energy
drinks, Juice Monster® and Punch Monster® Energy + Juice energy drinks, Java Monster® and Monster Killer Brew® non-carbonated
coffee + energy drinks, Rehab® Monster® non-carbonated energy drinks, Monster Energy® Nitro energy drinks, Reign Total Body
Fuel® high performance energy drinks, Reign Storm® and Storm™ total wellness energy drinks, NOS® energy drinks, Full
Throttle® energy drinks, Bang Energy® drinks, FLRT™ total wellness energy drinks, BPM® energy drinks, BU® energy
drinks, Burn® energy drinks, Live+® energy drinks, Mother® energy drinks, Nalu® energy drinks, Play® and Power Play®
(stylized) energy drinks, Relentless® energy drinks, Samurai® energy drinks, Ultra Energy® drinks, Predator® energy drinks
and Fury® energy drinks. The Company’s subsidiaries also develop and market craft beers, flavored malt beverages and hard seltzers
under a number of brands, including Jai Alai® IPA, Dale’s Pale Ale®, Dallas Blonde®, Wild Basin® hard seltzers,
The BeastTM, Beast® Tea, Blind Lemon® and Blinder Lemon™. For more information visit www.monsterbevcorp.com.
(more)
Monster Beverage Corporation
2-2-2
Caution Concerning 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, 2025 and our subsequently filed quarterly report. 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.
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