Monster Beverage Corp
For the period ended May 14, 2026. Filed Mar 27, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 14, 2026 · Filed Mar 27, 2026
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**UNITED STATES
**SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of**
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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Monster Beverage Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
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1 Monster Way
Corona, California 92879
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 14, 2026
March 27, 2026
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of Monster Beverage Corporation (the “Company”) to be held on Thursday, May 14, 2026 at 8:30 a.m. Pacific Time (the “Annual Meeting”). Similar to last year, we will conduct our Annual Meeting exclusively as a virtual meeting via live webcast. You will not be able to attend the Annual Meeting in person. We believe that a virtual meeting will provide meaningful stockholder access and participation. During the virtual meeting, you may ask questions and will be able to vote your shares electronically. Stockholders can access the Annual Meeting by visiting: www.virtualshareholdermeeting.com/MNST2026. This proxy is solicited on behalf of the Board of Directors of the Company.
In addition to the specific matters to be voted on at the Annual Meeting that are listed in the accompanying notice, there will be an opportunity for stockholders of the Company to ask questions.
I hope that you will be able to join us. Your vote is important to us and to our business. I encourage you to vote by telephone, over the internet, or if you requested to receive printed proxy materials, by marking, signing, dating and returning your proxy card so that your shares will be represented and voted at the Annual Meeting, whether or not you plan to attend. If you attend the Annual Meeting via live webcast, you will, of course, have the right to revoke the proxy and vote your shares electronically.
The proxy materials, including this proxy statement and our Annual Report to Stockholders for the fiscal year ended December 31, 2025, are being distributed and made available on or about March 27, 2026.
Sincerely,
/s/ Rodney C. Sacks
Rodney C. Sacks
Chairman of the Board of Directors
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 14, 2026
TO THE STOCKHOLDERS OF THE COMPANY:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Monster Beverage Corporation (“Monster” or the “Company”) will be held on Thursday, May 14, 2026 at 8:30 a.m. Pacific Time (the “Annual Meeting”). This year’s Annual Meeting will be exclusively conducted as a virtual meeting via live webcast. You will be able to attend the Annual Meeting, vote your shares electronically and submit questions during the meeting by visitingwww.virtualshareholdermeeting.com/MNST2026. You will not be able to attend the Annual Meeting in person. Additional information regarding attending the Annual Meeting, voting your shares and submitting questions can be found in the Proxy Statement for the Annual Meeting of Stockholders (the “Proxy Statement”). The Annual Meeting is being held for the following purposes:
| 1. | To elect ten directors to serve until the 2027 annual meeting of stockholders of the Company; |
| 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, 2026; |
| 3. | To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers; and |
| 4. | To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. |
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. Only stockholders of the Company of record at the close of business on March 23, 2026 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.
All stockholders of the Company are cordially invited to attend the Annual Meeting via live webcast atwww.virtualshareholdermeeting.com/MNST2026 and use their 16-digit control number provided in the Notice of Internet Availability of Proxy Materials or on the proxy card. We encourage stockholders to log in to this website and access the webcast before the Annual Meeting’s start time. Please note that there is no in-person annual meeting for you to attend. However, to ensure your representation at the Annual Meeting, you are urged to vote by telephone, over the internet, or if you requested to receive printed proxy materials, by marking, signing, dating and returning your proxy card prior to the Annual Meeting. We encourage you to send your proxies in as early as possible. You may revoke your voted proxy at any time prior to the Annual Meeting or by voting again electronically during the virtual meeting. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting electronically via live webcast, specifically request in writing that your prior proxy be revoked or are a beneficial holder who requests a legal proxy.
If you encounter any technical difficulties with the virtual meeting platform on the day of the Annual Meeting, please call the technical support number on the virtual meeting login page.
Sincerely,
/s/ Paul J. Dechary
Paul J. Dechary
Secretary, Executive Vice President & General Counsel
Corona, California
March 27, 2026
IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO VOTE YOUR SHARES AS PROMPTLY AS POSSIBLE. IN ADDITION TO VOTING ELECTRONICALLY VIA LIVE WEBCAST, STOCKHOLDERS OF RECORD MAY VOTE VIA A TOLL-FREE TELEPHONE NUMBER OR OVER THE INTERNET AS INSTRUCTED IN THESE MATERIALS. IF YOU REQUESTED TO RECEIVE A PROXY CARD OR VOTING INSTRUCTION CARD BY MAIL, YOU MAY ALSO VOTE BY MARKING, SIGNING, DATING AND MAILING THE PROXY CARD PROMPTLY IN THE RETURN ENVELOPE PROVIDED. PLEASE NOTE THAT IF YOUR SHARES ARE HELD BY A BROKER OR OTHER INTERMEDIARY AND YOU WISH TO VOTE AT THE ANNUAL MEETING, YOU MUST OBTAIN A LEGAL PROXY FORM AND VOTE YOUR SHARES IN THE MANNER PRESCRIBED BY THAT RECORD HOLDER.
Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to be Held on May 14, 2026.
The Company’s Proxy Statement and the Company’s Annual Report to Stockholders for the fiscal year ended December 31, 2025 are available at https://materials.proxyvote.com/61174X.
TABLE OF CONTENTS
| Information Concerning Solicitation and Voting | 2 |
|---|---|
| Principal Stockholders and Security Ownership of Management | 6 |
| Deadlines for Receipt of Stockholder Proposals | 10 |
| Proposal One – Election of Directors | 11 |
| Management | 15 |
| Compensation Discussion and Analysis | 20 |
| Director Compensation | 51 |
| Equity Compensation Plan Information | 54 |
| CEO Pay Ratio | 54 |
| Pay Versus Performance | 55 |
| Certain Relationships and Related Transactions and Director Independence | 58 |
| Audit Committee | 59 |
| Compensation Committee | 62 |
| Nominating and Corporate Governance Committee | 63 |
| Proposal Two – Ratification of the Appointment of Ernst & Young LLP | 64 |
| Proposal Three – Advisory Vote on Executive Compensation | 64 |
| Other Matters | 65 |
| Communicating with the Board | 65 |
| Appendix A – Reconciliation of GAAP and Non-GAAP Information | A-1 |
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.