DEFA14A: Celsius Holdings Clarifies Stock Incentive Plan Details Ahead of 2025 Annual Meeting

Celsius Holdings issues a supplement to its proxy statement clarifying the details of the proposed 2025 Omnibus Incentive Compensation Plan and the expiration of the 2015 Stock Incentive Plan.

Summary

• Celsius Holdings has issued a supplement to its proxy statement regarding the 2025 Annual Meeting of Stockholders.
• The supplement clarifies information about Proposal No. 5, which concerns the Celsius Holdings, Inc. 2025 Omnibus Incentive Compensation Plan (2025 Plan).
• The existing 2015 Stock Incentive Plan (2015 Plan) expired on April 30, 2025, and the remaining 23,347,968 shares under that plan will not be available under the proposed 2025 Plan.
• If approved, the 2025 Plan will authorize 6,000,000 shares of common stock for awards.
• Without the 2025 Plan's approval, Celsius will be unable to grant equity compensation, potentially leading to increased cash compensation and reduced alignment with investors.
• The company believes 6,000,000 shares will be enough to attract and retain talent.
• Celsius reports a historical average burn rate of 0.26%.
• The current share request is estimated to last four to five years.
• The board recommends stockholders vote for the approval of the 2025 Omnibus Incentive Compensation Plan.

Sentiment

Score: 7

Explanation: The document is primarily informational, clarifying details of a proposed compensation plan. The tone is professional and reassuring, emphasizing the company's prudent share usage and the importance of the plan for attracting talent.

Positives

• The company believes the 6,000,000 shares under the 2025 Plan will allow it to continue to attract, retain and motivate the talent required to execute its strategy.
• Celsius has a strong history of prudent share usage, as evidenced by its 0.26% average burn rate.

Negatives

• If the 2025 Plan is not approved, the company will be unable to grant any compensation to its directors, executives or other employees in the form of equity, resulting in increased cash compensation payments.
• The increased cash compensation payments would ultimately decrease the directors', executives' and other employees' long-term alignment with investors and reduce cash available for operations.

Risks

• Failure to approve the 2025 Plan could lead to increased cash compensation, reducing funds available for operations.
• Inability to grant equity compensation may hinder the company's ability to attract and retain key talent.

Future Outlook

The company expects to seek stockholder approval of a prudent number of additional shares in four to five years.

Management Comments

• The company believes that the pool of 6,000,000 shares under the 2025 Plan will allow it to continue to attract, retain and motivate the talent required to execute its strategy.
• The board reasserts its recommendation that stockholders vote for approval of the Celsius Holdings, Inc. 2025 Omnibus Incentive Compensation Plan.

Industry Context

Many companies use equity compensation plans to align employee and shareholder interests, and the approval of such plans is a common item on proxy statements.

Comparison to Industry Standards

• Companies like Monster Beverage Corporation and National Beverage Corp also utilize stock incentive plans to attract and retain talent.
• The size of the share pool requested and the burn rate are important metrics to compare against industry peers to assess the reasonableness of the request.

Stakeholder Impact

• Shareholders are asked to vote on the proposed compensation plan.
• Employees and executives may be impacted by the approval or disapproval of the plan, affecting their compensation structure.

Next Steps

• Stockholders will vote on the approval of the 2025 Omnibus Incentive Compensation Plan at the Annual Meeting.
• The company expects to seek stockholder approval of a prudent number of additional shares in four to five years.

Key Dates

Keywords

2025 Omnibus Incentive Compensation Plan, proxy statement, stockholders, equity awards, Celsius Holdings, compensation, shares