UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
As indicated in connection with the modified “Dutch auction” tender offer of 2024, Rodney C. Sacks, age 75, currently Co-Chief Executive Officer and Chairman of the Board of Directors (the “Board”) of Monster Beverage Corporation (the “Company”), notified the Board and management of the Company on March 10, 2025 that in connection with his anticipated retirement, he will resign as Co-Chief Executive Officer of the Company, effective as of 11:59 p.m. on June 12, 2025 (the “Transition Effective Time”). Effective June 13, 2025, Hilton H. Schlosberg will serve as the Company’s sole Chief Executive Officer (the “CEO”).
Mr. Sacks and the Company entered into a transition letter agreement (the “Transition Letter”), dated March 10, 2025, to confirm the terms of the ongoing service of Mr. Sacks to the Company after the Transition Effective Time and to amend his employment agreement with the Company accordingly. Pursuant to the Transition Letter, Mr. Sacks will continue to serve as Chairman of the Board, subject to his re-election at each of the 2025 and 2026 annual meetings of stockholders of the Company, and will be responsible, in an employee capacity and in conformity with the sentiment of the Board (as represented by its Lead Independent Director) and the CEO, for strategic direction over the Company’s marketing, innovation and litigation efforts until his retirement as a Company employee, effective December 31, 2026 (the “Retirement Date”). During such transition period, Mr. Sacks will receive a base salary at an annual rate of $900,000, effective July 1, 2025, as well as 2025 and 2026 target annual incentive award opportunities, long-term incentive award grants and certain additional benefits described in the Transition Letter. Mr. Sacks will also continue to be eligible to vest in, and exercise, any outstanding long-term incentive awards previously granted to him under the Company’s incentive plans as outlined in the Transition Letter and will continue to be subject to his current share ownership guideline. Following the Retirement Date, Mr. Sacks will serve as a non-employee director on the Board through and including (i) the date of the 2027 annual meeting of stockholders of the Company or (ii) such later date as may be mutually agreed by Mr. Sacks and the Company (and approved by the Company’s shareholders).
The foregoing description is qualified in its entirety by the Transition Letter, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit 10.1 | Rodney C. Sacks Transition Letter, dated March 10, 2025. |
| Exhibit 104 | The cover page from this Current Report on Form 8-K, formatted in iXBRL (Inline eXtensible Business Reporting Language). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Monster Beverage Corporation | |
| Date: March 10, 2025 | /s/ Hilton H. Schlosberg |
| Hilton H. Schlosberg | |
| Vice Chairman of the Board of Directors and | |
| Co-Chief Executive Officer |