CELH Celsius Holdings, Inc. - 8-K

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 28, 2026, Celsius Holdings, Inc., a Nevada corporation (the “Company”), held its Annual Meeting of Stockholders (the “Annual Meeting”). The Company’s stockholders voted on the three proposals listed below at the Annual Meeting. The final voting results for each proposal are set forth in the following tables. For more information about each of the proposals, please see the Company’s definitive proxy statement previously filed with the Securities and Exchange Commission on April 14, 2026.

Proposal 1: Election of Directors – To elect the 10 nominees listed below as Directors to hold office until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified.

Name

Votes For

Votes Against

Abstentions

Broker non-Votes

John Fieldly

155,523,958

1,436,499

143,261

33,986,950

Nicholas Castaldo

153,288,447

3,669,489

145,782

33,986,950

Damon DeSantis

151,493,437

5,458,454

151,827

33,986,950

Christy Jacoby

150,258,273

5,049,895

1,795,550

33,986,950

Hal Kravitz

156,065,392

879,918

158,408

33,986,950

Caroline Levy

153,830,070

3,099,155

174,493

33,986,950

Cheryl Miller

154,986,246

1,941,431

176,041

33,986,950

Fletcher Previn

154,892,801

396,076

1,814,841

33,986,950

Joyce Russell

152,687,780

4,253,390

162,548

33,986,950

John Short

154,841,499

456,779

1,805,440

33,986,950

Each nominee was elected by the Company’s stockholders, as recommended by the Company’s Board of Directors.

Proposal 2: Say on Pay – To approve a non-binding advisory resolution regarding the compensation of the Company’s Named Executive Officers.

Votes For

Votes Against

Abstentions

Broker non-Votes

152,191,085

4,591,285

321,348

33,986,950

The Company’s stockholders approved, on a non-binding, advisory basis, the resolution regarding the compensation of the Company’s Named Executive Officers, as recommended by the Company’s Board of Directors.

Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm – To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Votes For

Votes Against

Abstentions

Broker non-Votes

190,729,091

199,278

162,300

0

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified by the Company’s stockholders, as recommended by the Company’s Board of Directors.