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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