Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
At
the Annual Meeting of Stockholders held on June 22, 2023, the stockholders of Monster Beverage Corporation (the “Company”)
approved the amendment to and restatement of the Amended and Restated Certificate of Incorporation of the Company, as amended, to provide
for an increase in the number of authorized shares of common stock, par value $0.005 per share, to 5,000,000,000 shares and for the exculpation
of certain officers of the Company against personal liability, to the extent permitted by the Delaware General Corporation Law,
as further described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission
on April 28, 2023 (the “Proxy Statement”). On June 23, 2023, the Company filed the Second Amended and Restated Certificate
of Incorporation of the Company with the Secretary of State of the State of Delaware. A copy of the Second Amended and Restated Certificate
of Incorporation is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.03.
On June 22, 2023, the Board
of Directors (the “Board”) of the Company approved the Third Amended and Restated By-laws of the Company (the “By-laws”),
effective the same day. The amendments effected by the By-laws account for the Securities and Exchange Commission’s recent adoption
of universal proxy rules, recent changes to the Delaware General Corporation Law and a periodic review of the By-laws. Among other updates,
the By-laws address informational requirements for stockholder notices seeking to bring business and/or propose director nominees at annual
meetings of stockholders in accordance with the universal proxy rules, vacancies in the Board, alterations to the Board’s size,
officers of the Company, and remove the requirement that stockholder lists be available for inspection during annual meeting of stockholders.
This description of the amendments to the By-laws does not purport to be complete and is qualified in its entirety by reference to the
complete text of the By-laws, which are attached hereto as Exhibit 3.2 and incorporated herein by reference.
Item
5.07. Submission of Matters to a Vote of Security Holders.
At
the Annual Meeting of Stockholders of the Company, the following matters were submitted to a vote of the stockholders. For more
information on the following proposals, see the Proxy Statement.
Proposal
No. 1. To elect ten directors of the Company to serve until the 2024 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 Withheld | |
Broker Non-Votes |
| Rodney C. Sacks | |
883,150,024 | |
58,871,175 | |
20,705,421 |
| Hilton H. Schlosberg | |
912,477,041 | |
29,544,158 | |
20,705,421 |
| Mark J. Hall | |
932,298,221 | |
9,722,978 | |
20,705,421 |
| Ana Demel | |
907,104,113 | |
34,917,086 | |
20,705,421 |
| James L. Dinkins | |
936,385,071 | |
5,636,128 | |
20,705,421 |
| Gary P. Fayard | |
924,511,757 | |
17,509,442 | |
20,705,421 |
| Tiffany M. Hall | |
937,193,806 | |
4,827,393 | |
20,705,421 |
| Jeanne P. Jackson | |
930,837,467 | |
11,183,732 | |
20,705,421 |
| Steven G. Pizula | |
901,066,778 | |
40,954,421 | |
20,705,421 |
| Mark S. Vidergauz | |
892,657,832 | |
49,363,367 | |
20,705,421 |
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, 2023.
In accordance with the results
below, the appointment of Ernst & Young LLP was ratified and approved.
| Votes For | |
Votes Against | |
Abstentions |
| | 949,556,160 | |
| 12,802,387 | |
| 368,073 |
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 |
| | 890,362,524 | |
| 50,795,041 | |
| 863,634 | |
| 20,705,421 |
Proposal
No. 4. To approve, on a non-binding, advisory basis, the frequency with which stockholders will approve the compensation of
the Company’s named executive officers.
In accordance with the results
below, the Board of Directors of the Company determined that it will include a non-binding, advisory vote on the compensation of the Company’s
executive officers in its proxy materials every year until the next advisory vote on the frequency of stockholder votes on executive compensation.
| One Year | |
Two
Years | |
Three
Years | |
Abstentions | |
Broker Non-Votes |
| | 938,081,848 | |
| 113,101 | |
| 3,420,415 | |
| 405,835 | |
| 20,705,421 |
Proposal
No. 5. To approve the amendment and restatement of the Amended and Restated Certificate of Incorporation of the Company, as
amended (the “Certificate of Incorporation”), to increase the number of authorized shares of common stock, par value $0.005
per share, from 1,250,000,000 shares to 5,000,000,000 shares.
In accordance with the results
below, the amendment and restatement of the Certificate of Incorporation to increase the number of authorized shares of common stock from
1,250,000,000 shares to 5,000,000,000 shares was approved.
| Votes For | |
Votes Against | |
Abstentions |
| | 675,977,358 | |
| 285,827,334 | |
| 921,928 |
Proposal
No. 6. To approve the amendment and restatement of the Certificate of Incorporation to reflect new Delaware law provisions
regarding officer exculpation.
In accordance with the results
below, the amendment and restatement of the Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation
was approved.
| Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
| | 801,727,927 | |
| 139,235,367 | |
| 1,057,905 | |
| 20,705,421 |