Celsius Holdings (NASDAQ: CELH) investors back directors, pay and EY audit
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Celsius Holdings, Inc. reported the results of its Annual Meeting of Stockholders held on May 28, 2026. Stockholders elected 10 directors to serve until the 2027 annual meeting, with each nominee receiving more votes for than against.
Stockholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 152,191,085 votes for and 4,591,285 against. In addition, they ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 190,729,091 votes for and 199,278 against.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Votes for John Fieldly: 155,523,958 votes
Say-on-pay votes for: 152,191,085 votes
Say-on-pay votes against: 4,591,285 votes
+5 more
8 metrics
Votes for John Fieldly
155,523,958 votes
Director election at 2026 Annual Meeting
Say-on-pay votes for
152,191,085 votes
Advisory approval of executive compensation
Say-on-pay votes against
4,591,285 votes
Advisory approval of executive compensation
Broker non-votes on say-on-pay
33,986,950 votes
Advisory executive compensation proposal
Auditor ratification votes for
190,729,091 votes
Ratification of Ernst & Young LLP for FY 2026
Auditor ratification votes against
199,278 votes
Ratification of Ernst & Young LLP for FY 2026
Auditor ratification abstentions
162,300 votes
Ratification of Ernst & Young LLP for FY 2026
Broker non-votes on director elections
33,986,950 votes
Each of the 10 director election proposals
Key Terms
Annual Meeting of Stockholders, Say on Pay, non-binding advisory, independent registered public accounting firm, +1 more
5 terms
Annual Meeting of Stockholders financial
"held its Annual Meeting of Stockholders (the “Annual Meeting”)."
Say on Pay financial
"Proposal 2: Say on Pay – To approve a non-binding advisory resolution"
Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.
non-binding advisory financial
"approved, on a non-binding, advisory basis, the resolution regarding the compensation"
A non-binding advisory is a formal recommendation or vote that expresses shareholder or stakeholder opinion but does not create a legal obligation for a company to act. It matters to investors because it signals how influential groups view management decisions or policies; markets often react to that signal as if it were binding, even though the company can ignore it. Think of it like a public opinion poll that can pressure leaders but cannot force a change.
independent registered public accounting firm financial
"as the Company’s independent registered public accounting firm for the fiscal year"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-Votes financial
"Votes For | | Votes Against | | Abstentions | | Broker non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
FAQ
Were all Celsius Holdings (CELH) director nominees elected at the 2026 annual meeting?
Yes, all 10 director nominees were elected. Each candidate, including John Fieldly and other board members, received more votes for than against, based on detailed tallies reported to stockholders after the May 28, 2026 Annual Meeting.
When was the 2026 Celsius Holdings (CELH) Annual Meeting of Stockholders held?
The Annual Meeting of Stockholders was held on May 28, 2026. At this meeting, investors voted on director elections, an advisory say-on-pay resolution, and the ratification of Ernst & Young LLP as the company’s independent registered public accounting firm.
How many broker non-votes occurred on Celsius Holdings (CELH) proposals in 2026?
For the director elections and say-on-pay proposal, 33,986,950 broker non-votes were reported. The auditor ratification proposal recorded zero broker non-votes, reflecting that brokers were generally permitted to vote on the auditor item under applicable exchange rules.