8-KOther Events

Monster Beverage Corp 8-K Report, Corporate Update (Apr 24, 2007)

Filed April 24, 2007For Securities:MNST

Summary

Hansen Natural Corporation (now Monster Beverage Corp.) filed an 8-K on April 23, 2007, reporting on the outcome of a Special Meeting of Stockholders held on April 20, 2007. The primary purpose of the meeting was to seek stockholder approval for an amendment to the Company's Stock Option Plan for Outside Directors (the "1994 Plan"). Specifically, the amendment aimed to extend the grant period under the 1994 Plan through November 30, 2004. This action was necessitated by an inadvertent issuance of an out-of-plan stock option grant for 12,000 shares to an outside director on November 5, 2004, approximately four months after the 1994 Plan's expiration. This issuance was flagged by the Nasdaq Stock Market as a potential violation of listing rules. The filing confirms that stockholders approved the amendment, thereby encompassing the previously issued out-of-plan option grant. The company has subsequently informed Nasdaq of this stockholder approval as a condition for continued listing.

Key Highlights

  • 1Hansen Natural Corporation sought and received stockholder approval for an amendment to its Stock Option Plan for Outside Directors (1994 Plan).
  • 2The amendment extended the period during which grants could be made under the 1994 Plan through November 30, 2004.
  • 3The company had inadvertently issued an out-of-plan stock option grant for 12,000 shares to an outside director on November 5, 2004, after the plan's original expiration.
  • 4This inadvertent grant was identified by the Nasdaq Stock Market as a potential violation of listing rules (Rule 4350(i)(1)(A)).
  • 5Stockholder approval of the amendment retroactively validated the out-of-plan option grant.
  • 6The company has notified Nasdaq of the stockholder approval, which was a condition for continued listing.
  • 7The proposal to amend the plan passed with a significant majority: 51,977,232 votes 'For' versus 10,496,620 votes 'Against'.

Frequently Asked Questions

The main event was the Special Meeting of Stockholders held on April 20, 2007, where shareholders approved an amendment to the Company's Stock Option Plan for Outside Directors (1994 Plan) to retroactively cover an inadvertently issued stock option grant.

The approval was necessary because the company had issued a stock option grant to an outside director after the expiration date of the 1994 Plan. This was flagged by Nasdaq as a potential violation of their listing rules, and obtaining stockholder approval for the grant was a condition for the company's continued listing on Nasdaq.

It was an option to purchase 12,000 shares of the Company's common stock (pre-stock splits) that was issued to an outside director on November 5, 2004. This issuance occurred approximately four months after the original expiration date of the 1994 Plan, making it an 'out-of-plan' grant.

Yes, the stockholders overwhelmingly approved the amendment to Section 4(a) of the 1994 Plan. The filing shows 51,977,232 votes in favor of the amendment.