BellRing Brands DEFA14A Filing

TL;DR

BellRing Brands dropped more proxy docs for their Jan 28 meeting. Check it.

AI Summary

BellRing Brands, Inc. filed a Definitive Additional Materials filing (DEFA14A) on January 3, 2025, supplementing its proxy statement dated December 17, 2024. This filing pertains to the Annual Meeting of Stockholders scheduled for January 28, 2025. The company is based in St. Louis, MO, and operates in the Food & Kindred Products sector.

Why It Matters

This filing provides supplemental information to shareholders regarding the upcoming annual meeting, which is crucial for voting on corporate matters and director elections.

Risk Assessment

Risk Level: low — This is a routine SEC filing (DEFA14A) providing supplemental information for an upcoming shareholder meeting, not indicating any immediate financial distress or significant corporate event.

Key Players & Entities

• BELLRING BRANDS, INC. (company) — Registrant
• January 28, 2025 (date) — Annual Meeting Date
• January 3, 2025 (date) — Filing Date
• December 17, 2024 (date) — Original Proxy Statement Date
• 2503 S. HANLEY ROAD (address) — Company Business and Mail Address
• ST. LOUIS (location) — Company City
• MO (location) — Company State
• 63144 (zip_code) — Company Zip Code

FAQ

From the Filing

0001193125-25-001482.txt : 20250103 0001193125-25-001482.hdr.sgml : 20250103 20250103160156 ACCESSION NUMBER: 0001193125-25-001482 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20250103 DATE AS OF CHANGE: 20250103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BELLRING BRANDS, INC. CENTRAL INDEX KEY: 0001772016 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 873296749 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39093 FILM NUMBER: 25505848 BUSINESS ADDRESS: STREET 1: 2503 S. HANLEY ROAD CITY: ST. LOUIS STATE: MO ZIP: 63144 BUSINESS PHONE: 314-644-6400 MAIL ADDRESS: STREET 1: 2503 S. HANLEY ROAD CITY: ST. LOUIS STATE: MO ZIP: 63144 DEFA14A 1 d769530ddefa14a.htm DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 [(Amendment No. )] Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12 BellRing Brands, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): ☒ No fee required ☐ Fee paid previously with preliminary materials ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 SUPPLEMENT NO. 2 TO NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT DATED DECEMBER 17, 2024 FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY 28, 2025 January 3, 2025 This proxy statement supplement No. 2 (this “Supplement No. 2”) provides updated information with respect to the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of BellRing Brands, Inc. (the “Company”) to be held on January 28, 2025. On December 17, 2024, the Company commenced distribution of the Notice of Annual Meeting of Stockholders and Proxy Statement (the “Proxy Statement”) for the Annual Meeting and Notice of Internet Availability of Proxy Materials. On the same date, the Company filed Supplement No. 1 to the Proxy Statement to clarify that, as part of the Company’s proposal to amend its Certificate of Incorporation to declassify its Board of Directors, the Company was also proposing to amend its Certificate of Incorporation to provide that, upon declassification, directors may be removed with or without cause, as required under the Delaware General Corporation Law (the “Removal Amendment”). This Supplement No. 2 is being filed to clarify the timing of the effectiveness of the Removal Amendment and hereby replaces and supersedes the information set forth in Supplement No. 1. This Supplement No. 2 should be read in conjunction with the Proxy Statement. Approval of Amendment to our Certificate of Incorporation to Declassify our Board of Directors (Proxy Item No. 1) Under our current classified board structure, Section 7.2 of our Certificate of Incorporation provides that directors may be removed by stockholders only for cause. Section 141(k) of the Delaware General Corporation Law provides that directors of a declassified board may be removed with or without cause. In order to reflect the provisions of Delaware law relating to the removal of directors serving on a board that is not classified, our Board of Directors unanimously approved and declared advisable, and resolved to recommend to our stockholders that they approve the adoption of an additional amendment to our Certificate of Incorporation as part of Proxy Item No. 1,