Monster Beverage (MNST) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 12, 2025, will be held virtually, allowing electronic voting and Q&A for shareholders.

• Key proposals include electing ten directors, ratifying Ernst & Young LLP as auditor, and an advisory vote on executive compensation.

• Net sales reached a record $7.49 billion in 2024, up 4.9% from 2023, with a five-year TSR of 65.4%.

• Proxy materials and annual report are available online; shareholders are encouraged to vote by phone, internet, or mail.

Voting matters and shareholder proposals

• Shareholders will vote on electing ten directors, ratifying Ernst & Young LLP as auditor, and a non-binding say-on-pay for executive compensation.

• Shareholder proposals for the 2026 meeting must be submitted by December 26, 2025, for proxy inclusion.

• Proxy access bylaw allows groups holding 3%+ of shares for 3 years to nominate directors.

Board of directors and corporate governance

• Board will reduce to ten members after Gary P. Fayard retires; nominees bring diverse industry, legal, and financial expertise.

• Rodney C. Sacks will step down as Co-CEO on June 12, 2025, remaining Chairman; Hilton H. Schlosberg becomes sole CEO.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Executive Committees.

• All non-employee directors comply with stock ownership guidelines; independent directors met in executive session nine times in 2024.