Celsius Holdings Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect the ten director nominees named in the proxy to serve until the 2027 annual meeting and until their successors are duly elected and qualified.

2. 2

   Non-binding Advisory Resolution Regarding the Compensation of our Named Executive Officers (Say on Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy (Compensation Discussion & Analysis, tables, and narrative).

   More detail

   This non-binding advisory proposal asks stockholders to approve the Company’s disclosed executive compensation (the CD&A, compensation tables and related narrative). Management is seeking shareholder approval as a matter of good corporate governance to validate its pay-for-performance framework and to obtain feedback that the Human Resources and Compensation Committee will consider in future compensation decisions. The CD&A describes a compensation program that ties a substantial portion of named executive officer pay to financial metrics (revenue, gross profit, adjusted EBITDA) and long-term performance through PSUs and RSUs, and notes recent adjustments following acquisitions (Alani Nu, Rockstar) and ongoing stockholder engagement. Management emphasizes retention and alignment with stockholders through multi-year vesting, relative TSR components, and special performance awards tied to integration milestones. The Board recommends a vote FOR, asserting that the program aligns executive incentives with long-term stockholder value, was benchmarked using independent consultant analysis, and includes safeguards such as clawbacks, anti-hedging/pledging policies, and double-trigger CIC provisions. The proposal is advisory and non-binding, so even if approved the Compensation Committee and Board retain discretion, but they state they will take the voting outcome into account. Given the Company’s recent strong financial performance, the Board frames this vote as an endorsement of both pay-for-performance outcomes in 2025 and the overall incentive design going forward. Potential stockholder considerations include the scale of CEO and senior pay following acquisitions, the mix between cash and equity, and the use of special leadership awards tied to integration milestones; the Committee highlights robust disclosure, annual engagement with top institutional holders, and a prior 98% Say-on-Pay support as context for its recommendation.

3. 3

   Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for Fiscal Year Ending December 31, 2026

   ManagementBoard: FOR

   Ratify the Audit and Enterprise Risk Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the Celsius Holdings Inc 2026 annual meeting?

Celsius Holdings Inc (CELH) holds its 2026 annual shareholder meeting on Thursday, May 28, 2026.

What is the record date for the Celsius Holdings Inc 2026 meeting?

The record date for the Celsius Holdings Inc 2026 meeting is Wednesday, April 1, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Celsius Holdings Inc's 2026 meeting?

The board is presenting 10 director nominees at the Celsius Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Celsius Holdings Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Celsius Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.