Celsius (CELH) Proxy filing summary

Executive summary

• Advanced a Total Energy Portfolio strategy, integrating CELSIUS, Alani Nu, and Rockstar Energy to expand market reach and relevance, supported by disciplined integration and risk management.

• Strengthened partnership with PepsiCo, leveraging their distribution for broader scale and improved in-store execution in the U.S. and Canada.

• Focused on building a scalable operating model, emphasizing SKU productivity, organizational alignment, and leadership depth through succession planning.

• Achieved record revenues of approximately $2.5 billion in 2025, with significant growth from acquisitions and portfolio expansion.

• Maintained a consumer-first mindset and commitment to long-term stockholder value.

Voting matters and shareholder proposals

• Election of 10 directors to serve until the 2027 annual meeting.

• Advisory vote on executive compensation (Say on Pay).

• Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Procedures for shareholder proposals and director nominations for the 2027 annual meeting outlined, with specific deadlines and requirements.

Board of directors and corporate governance

• Board consists of 10 nominees with diverse expertise in management, finance, technology, human resources, and industry knowledge.

• 9 out of 10 director nominees are independent; Lead Independent Director role established.

• Three standing committees: Audit and Enterprise Risk, Human Resources and Compensation, and Governance and Nominating, all composed of independent directors.

• Director rotation policy requires directors to rotate off the board at age 75.

• Stock ownership requirements for directors and executives to align interests with shareholders.

• Annual self-evaluation and ongoing director education encouraged.