8-KOther EventsExhibits & Filings

Monster Beverage Corp 8-K Report, Corporate Update (May 6, 2011)

Filed May 6, 2011For Securities:MNST

Summary

This 8-K filing by Hansen Natural Corporation (later known as Monster Beverage Corp) on May 6, 2011, addresses a specific amendment made to its proposed 2011 Omnibus Incentive Plan. The company proactively revised the plan to eliminate a "liberal share recycling provision" following a review by ISS Proxy Advisory Services (ISS). This provision, which had been inadvertently included, allowed for an increase in shares available for issuance under certain conditions. The primary focus for investors is the company's responsiveness to proxy advisory firm feedback. By removing this provision, Hansen Natural Corporation aimed to alleviate concerns raised by ISS and demonstrate its commitment to sound corporate governance. The amendment was incorporated into the restated 2011 Incentive Plan, the full text of which is attached as an exhibit. This action is intended to ensure the smooth approval of the 2011 Incentive Plan at the upcoming Annual Meeting of Stockholders.

Key Highlights

  • 1Hansen Natural Corporation (now Monster Beverage Corp) filed an 8-K on May 6, 2011.
  • 2The filing concerns an amendment to the proposed 2011 Omnibus Incentive Plan.
  • 3A "liberal share recycling provision" was removed from the 2011 Incentive Plan.
  • 4The amendment was made in response to an analysis by ISS Proxy Advisory Services (ISS).
  • 5The company believes the amendment addresses concerns raised by ISS.
  • 6The restated 2011 Incentive Plan, with the amendment, is attached as an exhibit.
  • 7This action was taken in preparation for the 2011 Annual Meeting of Stockholders.

Frequently Asked Questions

This 8-K filing is to report an amendment made to the Hansen Natural Corporation 2011 Omnibus Incentive Plan. Specifically, a 'liberal share recycling provision' was removed from the plan.

The provision was removed after a review by ISS Proxy Advisory Services (ISS) raised concerns. The company believes this amendment addresses those concerns and improves the plan's governance.

For shareholders, this amendment means a potential dilution from share recycling under the incentive plan has been eliminated. It also signals that the company is responsive to feedback from proxy advisory firms, which can be seen as a positive corporate governance practice.

While not explicitly detailed in this 8-K beyond its function, a 'liberal share recycling provision' typically allows for shares used for awards (like stock options or restricted stock) to be added back to the pool of shares available for future grants, even in circumstances that might not be considered standard in less liberal plans. Removing it means fewer shares will be available for future grants from awards that have been exercised or forfeited.