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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 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 |
Name of each exchange |
||
| 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 | ||||||
Exhibit 3.1
Filed in the Office of Business Number E0241042005-4 Filing Number 20254925661 Secretary of State Filed On 5/28/2025 10:48:00 AM State Of Nevada Number of Pages 2 FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701 -4201 (775) 684-5708 Website: www.nvsos.gov Profit Corporation: Certificate of Amendment <PuRsuANT ro NRs 78.3ao & ra.3a5na.3so) Certificate to Accompany Restated Articles or Amended and Restated Articles (PuRsuANT To NRs 78.403> Officer’s Statement (PuRsuANT To NRs ao.oao> TYPE OR PRINT • USE DARK INK ONLY • DO NOT HIGHLIGHT 1. Entity Information: Name of entity as on file with the Nevada Secretary of State: •Celsius Holdings, Inc. Entity or Nevada Business Identification Number (NVID): NV20051151800 2. Restated or Certificate to Accompany Restated Articles or Amended and Restated Articles Amended and • Restated Articles—No amendments; articles are restated only and are signed by an Restated Articles: officer of the corporation who has been authorized to execute the certificate by (Select one) resolution of the board of directors adopted on: (If amending and The certificate correctly sets forth the text of the articles or certificate as amended restating only, complete to the date of the certificate. section 1,2 3, 5 and 6) ; Amended and Restated Articles • Restated or Amended and Restated Articles must be included with this filing type. 3. Type of Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.380—Before Amendment Filing Issuance of Stock) Being Completed: The undersigned declare that they constitute at least two-thirds of the (Select only one box) following: (Check only one box) · ·· incorporators board of directors The undersigned affirmatively declare that to the date of this certificate, no stock (If amending. complete of the corporation has been issued section 1, 3. 5 and 6.) Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.385 and X 78.390- After Issuance of Stock) The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power. or such greater proportion of the voting power as may be required in the case of a vote by classes or series. or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 179~ 83 o;~—-·-·J Or No action by stockholders is required, name change only. Officer’s Statement (foreign qualified entities only) -Name —— in home state, if using a modified name in Nevada: Jurisdiction of formation: Changes to takes the following effect: The entity name has been amended. Dissolution ·. The purpose of the entity has been amended. Merger The authorized shares have been amended. Conversion Other: (specify changes) • Officer’s Statement must be submitted with either a certified copy of or a certificate evidencing the filing of any document, amendatory or otherwise, relating to the original articles In the place of the corporations creation. This form must be accompanied by appropriate fees. Page 1 of 2 Revised: 9/1/2023
FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701-4201 (775) 68o4-5708 Webalte: www.nvsos.gov Profit Corporation: Certificate of Amendment (PuRsuANT To NRs 78.380 & 78.385n8.390) Certificate to Accompany Restated Articles or Amended and Restated Articles (PuRsuANT To NRs 78.403) Officer•s Statement PuRsuANT To NRs ao.o3o> 4. Effective Date and Date: Time: Time; (Optional) (must not be later than 90 days after the certificate is filed) 5. Information Being Changes to takes the following effect: Changed: (Domestic The entity name has been amended. corporations only) The registered agent has been changed. (attach Certificate of Acceptance from new registered agent) The purpose of the entity has been amended. x The authorized shares have been amended. The directors. managers or general partners have been amended. IRS tax language has been added. Articles have been added. Articles have been deleted. Other. The articles have been amended as follows: (provide article numbers. if available) [see below] (attach additional page(s} if necessary} 6. Signature; x 1’~1) .1’1~1—(Required) Signature of Officer or Authorized Signer Title x Signature of Officer or Authorized Signer Title · 11 any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote. in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof. Please include any required or optional information in space below: (attach additional page(s} if necessary) Article IV of the Articles of Incorporation, as amended, of Celsius Holdings, Inc. is hereby amended to increase the number of authorized shares of common stock, par value $0.001 per share, from 300,000,000 to 400,000,000. This form must be accompanied by appropriate fees. Page 2 of 2 Revised: 91112023