BELLRING BRANDS, INC.
For the period ended Jan 28, 2026. Filed Dec 16, 2025.
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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.
Jan 28, 2026 · Filed Dec 16, 2025
Contents
PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in this proxy statement. This summary is not a complete description, and you should read the entire proxy statement carefully before voting.
ANNUAL MEETING
| Time and Date: | 9:00 a.m. Central Time, on Wednesday, January 28, 2026 |
|---|---|
| Website: | www.meetnow.global/MADH4W4 |
| Record Date: | December 8, 2025 |
| Voting: | Stockholders on the record date are entitled to one vote per share on each matter to be voted upon at the annual meeting. |
VOTING ITEM
| Item · BoardRecommendation · PageReference | |||
|---|---|---|---|
| 1 | Election of Five Directors | For all nominees | 19 |
| 2 | Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the fiscal year ending September 30, 2026 | For | 24 |
| 3 | To consider and vote, on an advisory basis, for the adoption of a resolution approving the compensation of our named executive officers, as such compensation is described under the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this proxy statement | For | 68 |
Election of Board of Directors
The following table provides summary information about each director nominee as of November 7, 2025. At our annual meeting of stockholders in January 2025, stockholders approved an amendment to our certificate of incorporation to declassify our Board of Directors over a three-year phase-in period commencing at last year’s annual meeting of stockholders. Accordingly, at our annual meeting, stockholders will be asked to elect the five director nominees in Class I and Class III listed in the table below. The Board unanimously recommends a vote FOR each nominee.
Class I and Class III - Directors whose terms expire at the 2026 annual meeting of stockholders and who are nominees for terms expiring at the 2027 annual meeting, or in the case of Mr. Stein, through the date of his previously announced retirement on September 30, 2026.
| Name · DirectorSince · Occupation and Experience · Board Committees(1) | |||||
|---|---|---|---|---|---|
| Independent · AC · CGCC · EC | |||||
| Robert V. Vitale · 2019 · President and CEO, Post Holdings, Inc. · No · ✓ | |||||
| Darcy Horn Davenport · 2019 · President and CEO, BellRing Brands, Inc. · No | |||||
| David I. Finkelstein | 2026(2) | Former Investment Banking Executive | Yes | ✓ | |
| Chonda J. Nwamu | 2021 | EVP and General Counsel for Edison International | Yes | ✓ | |
| Elliot H. Stein, Jr. | 2019 | Retired Executive | Yes | ✓ | ✓ |
| (1) | AC – Audit Committee; CGCC – Corporate Governance and Compensation Committee; EC – Executive Committee |
| (2) | On November 12, 2025, Mr. Finkelstein was appointed to the Board of Directors effective January 1, 2026. |
Independent Registered Public Accounting Firm
As a matter of good governance, we are asking our stockholders to ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2026. The Board unanimously recommends a vote FOR ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm.
Advisory Vote on Executive Compensation
As required by Section 14A of the Exchange Act, which was added to the Exchange Act by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are asking our stockholders to vote to approve or not approve, on anon-binding, advisory basis, the compensation of our named executive officers as disclosed in the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our compensation philosophy, policies and practices with respect to our named executive officers. The Board unanimously recommends a vote FOR the approval of the executive compensation of our named executive officers.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.