Celsius Holdings, Inc. 8-K

What Happened Celsius Holdings, Inc. (CELH) held its Annual Meeting of Stockholders on May 28, 2026 and filed an 8-K reporting the voting outcomes. All 10 nominated directors were elected to serve until the 2027 annual meeting: John Fieldly, Nicholas Castaldo, Damon DeSantis, Christy Jacoby, Hal Kravitz, Caroline Levy, Cheryl Miller, Fletcher Previn, Joyce Russell and John Short. Stockholders also approved a non‑binding advisory "say-on-pay" vote on executive compensation and ratified Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

Key Details

• Director elections: each of the 10 nominees was elected; broker non‑votes totaled 33,986,950 for the director ballots. Example vote counts: John Fieldly — 155,523,958 For; Hal Kravitz — 156,065,392 For.
• Say‑on‑pay (non‑binding): 152,191,085 For, 4,591,285 Against, 321,348 Abstentions, with 33,986,950 broker non‑votes.
• Auditor ratification: Ernst & Young LLP ratified as auditor with 190,729,091 For, 199,278 Against, and 162,300 Abstentions (no broker non‑votes for this vote).
• The matters voted on were described in the Company’s definitive proxy statement filed April 14, 2026; all proposals were recommended by the Board.

Why It Matters Board continuity was confirmed by the election of all incumbent nominees, which can signal stability in governance and strategy. The advisory approval of executive compensation indicates shareholder support (though non‑binding) for the Company’s pay practices. Ratification of Ernst & Young ensures the Company’s auditor is in place for the 2026 fiscal year, which is material to the integrity and timing of future financial reporting.