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

On June 2, 2022, 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 22, 2022.

Proposal 1: Election of Directors - Election of the nominees listed below as directors to hold office until the next annual meeting of stockholders or until their successors are elected.



                       Votes            Votes          Broker
Name                    For            Against        Non-Votes
John Fieldly          58,275,768        361,698        6,744,419
Nicholas Castaldo     50,167,055       8,650,411       6,744,419
Caroline Levy         58,256,645         380,821       6,744,419
Hal Kravitz           50,376,389       8,261,077       6,744,419
Alexandre Ruberti     54,289,074       4,348,392       6,744,419
Cheryl Miller         58,275,111         362,355       6,744,419
Damon DeSantis        58,359,088         278,378       6,744,419
Joyce Russell         54,394,687       4,241,951       6,744,419

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

Proposal 2: Ratification of Selection of Auditors - To ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2022.



Votes For    Votes Against   Abstain
65,294,259      825,183      86,801

The appointment of Ernst & Young LLP was ratified by the Company's stockholders, as recommended by the Company's Board of Directors.

Proposal 3: Say-on-Pay Vote - To approve, on a non-binding advisory basis, of the compensation of the Company's named executive officers.



Votes For    Votes Against   Abstain
35,064,940    23,473,834     98,691

The compensation of the Company's named executive officers was approved by the Company's stockholders.

Item 7.01 Regulation FD Disclosure.

On June 2, 2022, the Company made a presentation to stockholders at the Annual Meeting. The furnishing of the investor presentation information in this report is not intended to, and does not, constitute a determination by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company. The information in the investor presentation materials is presented as of June 2, 2022 and the Company does not assume any obligation to update such information in the future.

A copy of the investor presentation that was used at the Annual Meeting is included as Exhibit 99.4 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, and including Exhibits 99.3 and 99.4 furnished herewith, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

--------------------------------------------------------------------------------



Exhibit No    Description

  99.1          Celsius Holdings, Inc. Stockholder Presentation dated June 2, 2022
Exhibit 104   Cover Page Interactive Data File (embedded within the inline XBRL Document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses