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Registrant’s telephone
number, including area code: (i314) i644-7600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
i☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name
of each exchange on which registered
iCommon Stock, $0.01 par value per share
iBRBR
iNew York Stock Exchange
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Item 2.02. Results of Operation and Financial Condition.
The information contained in Item 2.02, including Exhibit 99.1 and Exhibit 99.2 attached hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that Section, nor shall they be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 5.07. Submission of Matters to a Vote of Security Holders.
BellRing Brands, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) entirely virtually, conducted via a live audio-only webcast on Wednesday, January 31, 2024. At the Annual Meeting, of the 131,168,834 shares outstanding and entitled to vote, 121,948,293 shares were represented, constituting a 92.97% quorum.The
final result for each of the matters submitted to a vote of the stockholders at the Annual Meeting are as follows:
Proposal 1: Each of the nominees for director were elected to serve until the Company’s annual meeting of stockholders to be held in 2027 or until their respective successors are elected and qualified, by the votes set forth in the table below:
Nominee
For
Withhold
Broker Non-Votes
Percentage
of Votes Cast For
Shawn W. Conway
118,126,073
811,585
3,010,597
99.32%
Thomas P. Erickson
82,592,518
36,345,140
3,010,597
69.44%
Jennifer K. Johnson
87,001,178
31,936,480
3,010,597
73.15%
Proposal
2: The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2024 was ratified by the stockholders, by the votes set forth in the table below:
For
Against
Abstain
Percentage
of Votes Cast For
121,426,296
383,028
138,969
99.58%
Proposal 3: The Company's executive compensation as described in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 14, 2023, was approved by the non-binding advisory votes of the stockholders set forth
in the table below:
Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document)
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 thereunto duly authorized.