8-KCorporate ChangesExhibits & Filings

Monster Beverage Corp 8-K Report, Bylaw Amendment (Apr 16, 2018)

Filed April 16, 2018For Securities:MNST

Summary

Monster Beverage Corporation (MNST) announced an update to its corporate governance through the adoption of its Second Amended and Restated By-Laws, effective April 13, 2018. The most significant change introduced is the implementation of a proxy access by-law. This provision allows eligible stockholders, or a group of up to 20 stockholders, holding a minimum of 3% of the company's outstanding common stock continuously for at least three years, to nominate and include director candidates in the company's proxy materials. This move empowers long-term shareholders by providing them with a formal mechanism to propose board nominees. The by-laws outline specific requirements for both the nominating stockholders and the proposed director candidates, including adherence to advance notice procedures. In addition to proxy access, the updated by-laws also incorporate various administrative and technical changes to align with Delaware General Corporation Law, ensuring broader compliance and updated procedures for stockholder meetings and related corporate actions.

Key Highlights

  • 1Effective April 13, 2018, Monster Beverage Corporation adopted new By-Laws.
  • 2The primary change is the implementation of a proxy access by-law.
  • 3Proxy access allows eligible stockholders (3% ownership for 3+ years) to nominate director candidates.
  • 4Nomination of directors can include up to two individuals or 20% of the board, whichever is greater.
  • 5Specific requirements and advance notice procedures are detailed for proxy access nominations.
  • 6The updated By-Laws align with Delaware General Corporation Law for stockholder meetings and corporate actions.
  • 7Other conforming, technical, and non-substantive changes were also made.

Frequently Asked Questions

Proxy access is a by-law provision that allows eligible long-term shareholders to nominate directors to the company's board and include these nominees in the company's proxy materials. For Monster Beverage Corp. shareholders, this means that a group of shareholders owning at least 3% of the company's stock for at least three years can now formally propose director candidates, increasing shareholder influence on board composition.

To be eligible to use the proxy access provision, a shareholder or a group of up to 20 shareholders must collectively own at least 3% of Monster Beverage Corporation's outstanding common stock continuously for at least three years. They must also satisfy specific requirements outlined in the by-laws regarding the nomination and the nominees themselves.

The By-Laws were updated to align with the Delaware General Corporation Law, impacting various provisions. These include changes related to notice requirements for stockholder meetings, adjournment procedures, actions by written consent, record dates, stock ledgers, and the process for signatures on stock certificates. Additionally, several conforming, technical, and other non-substantive changes were made.

The filing indicates the By-Laws are effective April 13, 2018. While the filing doesn't explicitly state the impact on any specific upcoming meeting, the updated procedures, including advance notice requirements for director nominations, would apply to future meetings governed by these new By-Laws.