{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-074933","form_type":"8-K","ticker":"MNST","cik":"0000865752","company_name":"Monster Beverage Corp","filed_at":"2023-06-27T23:59:59+00:00","discovered_at":"2026-05-14T18:03:42.471963+00:00","generated_at":"2026-06-13T16:42:55.785554+00:00","sec_items":["5.03","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"Monster shareholders approve 4x increase in authorized shares and officer exculpation amendments","bullets":["Shareholders approved increase in authorized common stock from 1.25B to 5B shares (676M for, 286M against).","Shareholders approved officer exculpation under Delaware law (802M for, 139M against).","Board adopted Third Amended and Restated Bylaws to implement universal proxy rules and other updates.","All ten director nominees re-elected; Ernst & Young ratified as auditor for FY2023.","Say-on-pay approved on advisory basis; frequency set at every year."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-074933","json":"https://secwatch.observer/filing/0001104659-23-074933.json","markdown":"https://secwatch.observer/filing/0001104659-23-074933.md","text":"https://secwatch.observer/filing/0001104659-23-074933.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/865752/000110465923074933/0001104659-23-074933-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/865752/000110465923074933/tm2319592d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-13T16:42:55.785554+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"226e56ba69bac41ab05960c660d8e4c624ea4df3","claim":"Monster Beverage Corp: Increased authorized common shares from 1,250,000,000 to 5,000,000,000 and added officer exculpation provisions (effective 2023-06-23).","evidence_excerpt":"On June 23, 2023, the Company filed the Second Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/865752/000110465923074933/0001104659-23-074933-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-06-23"}],"fact_type":"governance_change"},{"claim_id":"616802216d5378e45f66d6cf88c99c49a750b9a8","claim":"Monster Beverage Corp: Adopted Third Amended and Restated By-laws to address universal proxy rules, recent changes to DGCL, and other updates including board vacancies, board size alterations, and officer provisions (effective 2023-06-22).","evidence_excerpt":"On June 22, 2023, the Board of Directors (the “Board”) of the Company approved the Third Amended and Restated By-laws of the Company (the “By-laws”), effective the same day.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/865752/000110465923074933/0001104659-23-074933-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2023-06-22"}],"fact_type":"governance_change"},{"claim_id":"35d3f1f755968f27d12afab052dcaa3ae416d563","claim":"Monster Beverage Corp shareholders approved To elect ten directors of the Company to serve until the 2024 annual meeting of stockholders..","evidence_excerpt":"Proposal No. 1. To elect ten directors of the Company to serve until the 2024 annual meeting of stockholders. In accordance with the results below, the following individuals were re-elected as directors of the Company and received the number of votes set opposite their respective names. Director Votes For Votes Withheld Broker Non-Votes Rodney C. Sacks 883,150,024 58,871,175 20,705,421 Hilton H. Schlosberg 912,477,041 29,544,158 20,705,421 Mark J. Hall 932,298,221 9,722,978 20,705,421 Ana Demel 907,104,113 34,917,086 20,705,421 James L. Dinkins 936,385,071 5,636,128 20,705,421 Gary P. Fayard 924,511,757 17,509,442 20,705,421 Tiffany M. Hall 937,193,806 4,827,393 20,705,421 Jeanne P. Jackson 930,837,467 11,183,732 20,705,421 Steven G. Pizula 901,066,778 40,954,421 20,705,421 Mark S. Vidergauz 892,657,832 49,363,367 20,705,421","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/865752/000110465923074933/0001104659-23-074933-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"4c15aec80c9fd2d1a496cf7ac97533b21c655ec9","claim":"Monster Beverage Corp shareholders approved To approve, on a non-binding, advisory basis, the frequency with which stockholders will approve the compensation of the Company’s named executive officers..","evidence_excerpt":"Proposal No. 4. To approve, on a non-binding, advisory basis, the frequency with which stockholders will approve the compensation of the Company’s named executive officers. In accordance with the results below, the Board of Directors of the Company determined that it will include a non-binding, advisory vote on the compensation of the Company’s executive officers in its proxy materials every year until the next advisory vote on the frequency of stockholder votes on executive compensation. One Year Two Years Three Years Abstentions Broker Non-Votes 938,081,848 113,101 3,420,415 405,835 20,705,421","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/865752/000110465923074933/0001104659-23-074933-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"5e7bd324d31b7022f48628a38dbcbbffd01e0a69","claim":"Monster Beverage Corp shareholders approved To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers..","evidence_excerpt":"Proposal No. 3. To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. In accordance with the results below, the compensation of the Company’s named executive officers was approved on a non-binding, advisory basis. Votes For Votes Against Abstentions Broker Non-Votes 890,362,524 50,795,041 863,634 20,705,421","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/865752/000110465923074933/0001104659-23-074933-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"ca50d1958ec6ca45dd8cdd511752bb477d5a16d9","claim":"Monster Beverage Corp shareholders approved To ratify the appointment of Ernst & Young LLP to serve as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023. at the 2023-12-31 meeting.","evidence_excerpt":"Proposal No. 2. To ratify the appointment of Ernst & Young LLP to serve as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023. In accordance with the results below, the appointment of Ernst & Young LLP was ratified and approved. Votes For Votes Against Abstentions 949,556,160 12,802,387 368,073","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/865752/000110465923074933/0001104659-23-074933-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-12-31"}],"fact_type":"shareholder_vote"},{"claim_id":"cadd8c080930edf93e39251de5802806aa58a2bd","claim":"Monster Beverage Corp shareholders approved To approve the amendment and restatement of the Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation..","evidence_excerpt":"Proposal No. 6. To approve the amendment and restatement of the Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation. In accordance with the results below, the amendment and restatement of the Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation was approved. Votes For Votes Against Abstentions Broker Non-Votes 801,727,927 139,235,367 1,057,905 20,705,421","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/865752/000110465923074933/0001104659-23-074933-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"e71a34fa676651cb6ec95800d1157b99b19ebf05","claim":"Monster Beverage Corp shareholders approved To approve the amendment and restatement of the Amended and Restated Certificate of Incorporation of the Company, as amended, to increase the number of authorized shares of common stock from 1,250,000,000 shares to 5,000,000,000 shares..","evidence_excerpt":"Proposal No. 5. To approve the amendment and restatement of the Amended and Restated Certificate of Incorporation of the Company, as amended (the “Certificate of Incorporation”), to increase the number of authorized shares of common stock, par value $0.005 per share, from 1,250,000,000 shares to 5,000,000,000 shares. In accordance with the results below, the amendment and restatement of the Certificate of Incorporation to increase the number of authorized shares of common stock from 1,250,000,000 shares to 5,000,000,000 shares was approved. Votes For Votes Against Abstentions 675,977,358 285,827,334 921,928","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/865752/000110465923074933/0001104659-23-074933-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}