8-K – 2026-05-15 – tm2614725d1_8k.htm

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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