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    Celsius Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

    5/29/25 8:09:10 AM ET
    $CELH
    Beverages (Production/Distribution)
    Consumer Staples
    Get the next $CELH alert in real time by email
    8-K
    NASDAQ false 0001341766 --12-31 0001341766 2025-05-28 2025-05-28
     
     

    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 28, 2025

     

     

    CELSIUS HOLDINGS, INC.

    (Exact name of registrant as specified in charter)

     

     

     

    Nevada   001-34611   20-2745790

    (State or other jurisdiction

    of incorporation)

     

    (Commission

    File Number)

     

    (IRS Employer

    Identification No.)

     

    2381 NW Executive Center Drive, 4th Floor  
    Boca Raton, Florida   33431
    (Address of principal executive offices)   (Zip Code)

    Registrant’s telephone number including area code: (561) 276-2239

    Not Applicable

    (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:

     

      ☐

    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, $0.001 par value per share   CELH   Nasdaq Capital 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 provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     
     


    Item 5.02.

    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

    At the Annual Meeting (as defined in Item 5.07 to this Current Report on Form 8-K) of Celsius Holdings, Inc., a Nevada corporation (the “Company”), the Company’s stockholders approved both (i) the Celsius Holdings, Inc. 2025 Omnibus Incentive Compensation Plan (the “2025 Plan”), pursuant to which the Company may issue up to 6,000,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), and (ii) the Celsius Holdings, Inc. 2025 Employee Stock Purchase Plan (the “2025 ESPP”), pursuant to which the Company may issue up to 850,000 shares of Common Stock. The material terms of the 2025 Plan and the 2025 ESPP have been previously reported by the Company and may be found under Proposal 5 and Proposal 6, respectively, contained in the Company’s definitive proxy statement previously filed with the Securities and Exchange Commission on April 14, 2025.

     

    Item 5.03.

    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

    At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Articles of Incorporation (the “Amendment”) to increase the number of shares of the Company’s authorized Common Stock from 300,000,000 to 400,000,000. The Company filed the Amendment with the Secretary of State of the State of Nevada on May 28, 2025, and it became effective on such date. The foregoing description of the Amendment is only a summary and is qualified in its entirety by the full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.03.

     

    Item 5.07.

    Submission of Matters to a Vote of Security Holders.

    On May 28, 2025, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). The Company’s stockholders voted on the seven proposals listed below at the Annual Meeting. The final voting results for each proposal are set forth in the following tables. For more information about each of the proposals, please see the Company’s definitive proxy statement previously filed with the Securities and Exchange Commission on April 14, 2025.

    Proposal 1: Election of Directors – To elect the nine nominees listed below as Directors to hold office until the 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified.

     

    Name    Votes For      Votes Against      Abstentions      Broker non-Votes  

    John Fieldly

         168,435,767        2,035,316        178,146        37,932,486  

    Nick Castaldo

         123,483,920        46,976,938        188,371        37,932,486  

    Damon DeSantis

         98,274,118        72,192,302        182,809        37,932,486  

    Israel Kontorovsky

         166,949,520        3,505,640        194,069        37,932,486  

    Hal Kravitz

         169,652,626        791,230        205,373        37,932,486  

    Caroline Levy

         123,603,541        46,859,620        186,068        37,932,486  

    Hans Melotte

         169,947,293        510,550        191,386        37,932,486  

    Cheryl Miller

         123,609,711        46,849,782        189,736        37,932,486  

    Joyce Russell

         169,301,804        1,155,861        191,564        37,932,486  

    Each nominee was elected by the Company’s stockholders, as recommended by the Company’s Board of Directors.

    Proposal 2: Say on Pay – To approve a non-binding advisory resolution regarding the compensation of the Company’s Named Executive Officers.

     

    Votes For

     

    Votes Against

     

    Abstentions

     

    Broker non-Votes

    167,497,782   2,887,983   263,464   37,932,486

    The Company’s stockholders approved, on a non-binding, advisory basis, the resolution regarding the compensation of the Company’s Named Executive Officers, as recommended by the Company’s Board of Directors.

    Proposal 3: Say on Frequency – To conduct a non-binding advisory vote on the frequency of non-binding advisory votes regarding the compensation of the Company’s Named Executive Officers.

     

    Votes For

    1 Year

     

    Votes for

    2 Years

     

    Votes for

    3 Years

     

    Abstentions

     

    Broker non-Votes

    169,727,453   123,099   559,382   239,295   37,932,486

    The Company’s stockholders approved, on a non-binding, advisory basis, the frequency of non-binding advisory votes regarding the compensation of the Company’s Named Executive Officers to be every 1 year, as recommended by the Company’s Board of Directors.

     


    Proposal 4: Amendment to Articles of Incorporation – To approve the Amendment to increase the number of shares of the Company’s authorized Common Stock that may be issued from 300,000,000 to 400,000,000.

     

    Votes For

     

    Votes Against

     

    Abstentions

     

    Broker non-Votes

    205,756,985   2,538,237   286,493   0

    The Company’s stockholders approved the Amendment, as recommended by the Company’s Board of Directors.

    Proposal 5: 2025 Omnibus Incentive Compensation Plan – To approve the 2025 Plan.

     

    Votes For

     

    Votes Against

     

    Abstentions

     

    Broker non-Votes

    163,779,432   5,270,611   1,599,186   37,932,486

    The Company’s stockholders approved the 2025 Plan, as recommended by the Company’s Board of Directors.

    Proposal 6: 2025 Employee Stock Purchase Plan – To approve the 2025 ESPP.

     

    Votes For

     

    Votes Against

     

    Abstentions

     

    Broker non-Votes

    170,041,778   440,259   167,192   37,932,486

    The Company’s stockholders approved the 2025 ESPP, as recommended by the Company’s Board of Directors.

    Proposal 7: Ratification of the Appointment of Independent Registered Public Accounting Firm – To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

     

    Votes For

     

    Votes Against

     

    Abstentions

     

    Broker non-Votes

    208,205,866   191,318   184,532   0

    The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified by the Company’s stockholders, as recommended by the Company’s Board of Directors.

     

    Item 9.01

    Financial Statements and Exhibits.

     

      (d)

    Exhibits

     

    Exhibit
    No
       Description
    3.1    Certificate of Amendment to Celsius Holdings, Inc. Articles of Incorporation
    104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


    SIGNATURE

    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.

     

        CELSIUS HOLDINGS, INC.
    Date: May 29, 2025     By:  

    /s/ Jarrod Langhans

          Jarrod Langhans, Chief Financial Officer
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