BellRing Brands Files 8-K with Corporate Updates
Ticker: BRBR · Form: 8-K · Filed: Jan 31, 2025 · CIK: 1772016
| Field | Detail |
|---|---|
| Company | Bellring Brands, INC. (BRBR) |
| Form Type | 8-K |
| Filed Date | Jan 31, 2025 |
| Risk Level | low |
| Pages | 3 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.01 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, filing-update, bylaws
Related Tickers: BRBR
TL;DR
BRBR filed an 8-K on Jan 31 for Jan 28 events - corporate docs, shareholder votes, and exhibits filed.
AI Summary
BellRing Brands, Inc. filed an 8-K on January 31, 2025, reporting events that occurred on January 28, 2025. The filing indicates changes to the company's articles of incorporation or bylaws, submission of matters to a vote of security holders, and the filing of financial statements and exhibits. No specific financial figures or new material events were detailed in the provided excerpt.
Why It Matters
This filing signals potential changes in BellRing Brands' corporate structure or governance, which could impact its operations and shareholder rights.
Risk Assessment
Risk Level: low — The filing is procedural and does not disclose new material financial information or significant operational changes.
Key Players & Entities
- BellRing Brands, Inc. (company) — Registrant
- January 31, 2025 (date) — Filing Date
- January 28, 2025 (date) — Earliest Event Date
- 001-39093 (company) — SEC File Number
- 87-3296749 (company) — IRS Employer Identification No.
FAQ
What specific amendments were made to BellRing Brands' articles of incorporation or bylaws?
The provided excerpt does not specify the details of any amendments to the articles of incorporation or bylaws.
What matters were submitted to a vote of security holders?
The excerpt indicates that matters were submitted to a vote of security holders, but it does not detail what those matters were.
What financial statements and exhibits were filed?
The filing confirms that financial statements and exhibits were submitted, but the specific content is not detailed in this excerpt.
What is the primary business of BellRing Brands, Inc.?
BellRing Brands, Inc. is in the FOOD & KINDRED PRODUCTS industry, SIC code 2000.
When is BellRing Brands, Inc.'s fiscal year end?
BellRing Brands, Inc.'s fiscal year ends on September 30.
Filing Stats: 984 words · 4 min read · ~3 pages · Grade level 12.7 · Accepted 2025-01-31 16:01:16
Key Financial Figures
- $0.01 — ange on which registered Common Stock, $0.01 par value per share BRBR New York S
Filing Documents
- d925487d8k.htm (8-K) — 41KB
- d925487dex31.htm (EX-3.1) — 55KB
- d925487dex32.htm (EX-3.2) — 75KB
- g925487g0131123833935.jpg (GRAPHIC) — 4KB
- 0001193125-25-018382.txt ( ) — 340KB
- brbr-20250128.xsd (EX-101.SCH) — 3KB
- brbr-20250128_lab.xml (EX-101.LAB) — 18KB
- brbr-20250128_pre.xml (EX-101.PRE) — 11KB
- d925487d8k_htm.xml (XML) — 4KB
From the Filing
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2025 ( January 28, 2025 ) BellRing Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39093 87-3296749 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 2503 S. Hanley Road St. Louis Missouri 63144 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (314) 644-7600 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: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 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 Common Stock, $0.01 par value per share BRBR New 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 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. Item5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. BellRing Brands, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting") entirely virtually, conducted via a live audio-only webcast on Tuesday, January 28, 2025. Upon stockholder approval at the Annual Meeting of the Certificate of Amendment to the Company's Certificate of Incorporation to declassify the Company's Board of Directors as described in Proposal 1 under Item 5.07 below, the Certificate of Amendment and Amendment to the Company's Bylaws included with the Company's definitive proxy statement on Schedule 14A as filed with the Securities and Exchange Commission on December 17, 2024 and supplemented on January 3, 2025 became effective with the filing of that Certificate of Amendment with the Delaware Secretary of State on January 28, 2025. Following the adoption of these amendments, the Company's Restated Certificate of Incorporation and Amended and Restated Bylaws became effective with the filing of the Restated Certificate of Incorporation with the Delaware Secretary of State on January 31, 2025. In accordance with Section 245 of the Delaware General Corporation Law, the Restated Certificate of Incorporation restated the provisions of the Company's Certificate of Incorporation as theretofore amended or supplemented and only omitted certain provisions of the original Certificate of Incorporation which named the incorporator. The Amended and Restated Bylaws restated the provisions of the Company's Bylaws as theretofore amended or supplemented and only omitted certain provisions addressing notice periods relating to the Company's first annual meeting of stockholders following its initial public offering that had already lapsed. Copies of the Company's Restated Certificate of Incorporation and Amended and Restated Bylaws are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference. Item5.07. Submission of Matters to a Vote of Security Holders. At the Annual Meeting, of the 128,975,315 shares outstanding and entitled to vote, 109,791,916 shares were represented, constituting a 85.1% 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: An amendment to the Company's Certificate of Incorporation to declassify the Company's Board of Directors was approved by the votes set forth in the table below: For Against Abstain Broker Non-Votes Percentage of Votes Cast For 105,095,580 21,341 53,605 4,621,390 99.9% Proposal 2: Each of the nominees for director were elected to serve until the Company's annual meeting of stockholders to be held in 2026 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 Robert V. Vitale 96,275,828 8,894,698 4,621,390 91.5% Chonda J. Nwamu 103,081,558 2,08