UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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 | ||||||