Current Report Filing (8-k)
October 30 2020 - 1:51PM
Edgar (US Regulatory)
0000865752
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0000865752
2020-10-26
2020-10-26
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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):
October 26, 2020
Monster Beverage Corporation
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction of incorporation)
001-18761
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47-1809393
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(Commission File Number)
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(IRS Employer Identification No.)
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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:
¨
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
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock
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MNST
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Nasdaq Global Select Market
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Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
In connection with the recently announced
organizational changes by The Coca-Cola Company (“TCCC”), TCCC has replaced Ms. Kathleen E. Ciaramello with Mr. James
L. Dinkins as the designee of European Refreshments (“ER”), an indirect wholly owned subsidiary of TCCC, to the Board
of Directors (the “Board”) of Monster Beverage Corporation (the “Company”), effective as of November 1,
2020.
Ms.
Ciaramello has been the ER designee to the Board since June 2019 and, on October 26, 2020, Ms. Ciaramello informed the Company
of her intention to resign from Board, effective as of November 1, 2020. Ms. Ciaramello noted that her resignation is not as a
result of any disagreement with the Company, its management, the Board or any committee of the Board.
Mr. Dinkins will be the new ER designee
to the Board and, on October 28, 2020, the Board elected Mr. Dinkins to serve as a director of the Company, effective as of November
1, 2020. Mr. Dinkins will receive customary fees and equity awards from the Company for serving as a director in accordance with
the Company’s non-employee director compensation program.
Additional information on Mr. Dinkins is
provided below:
James L. Dinkins—Senior
Vice President and Senior Advisor of TCCC. Director of Coca-Cola FEMSA, S.A.B. de C.V. since 2020. Mr. Dinkins joined TCCC in 1988,
serving in various account management, marketing and bottler franchise leadership roles with Coca-Cola USA until June 1999. He
rejoined TCCC in August 2002 and held positions of increasing responsibility in Coca-Cola North America, including Chief Retail
Sales Officer and President of the Minute Maid Business Unit. Mr. Dinkins was appointed President of Coca-Cola North America and
elected Senior Vice President of TCCC effective January 1, 2018 until August 2020. Mr. Dinkins also serves on the board of governors
of the Boys & Girls Clubs of America and is a trustee of The University of Georgia Foundation and Morehouse College. Mr. Dinkins
has substantial business and leadership experience in the beverage industry.
A copy of the Company’s press release
is attached hereto as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
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.
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Monster
Beverage Corporation
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Date:
October 30, 2020
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/s/
Hilton H. Schlosberg
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Hilton
H. Schlosberg
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Vice
Chairman of the Board of Directors,
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President
and Chief Financial Officer
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