Celsius Holdings, Inc.

Regulatory Filings • Jul 2, 2021

DEFA14A 1 celsiusholdings_defa14a.htm DEFA14A

Field: Rule-Page

Field: /Rule-Page

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

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 Pursuant to Rule Sec.240.14a-12 |

Celsius Holdings, 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 the appropriate box):

☒	No fee required
☐	Fee computed on table
below per Exchange Act Rules 14a-6(i) (1) and 0-11.
(1)	Title of each class
of securities to which transaction applies:
(2)	Aggregate number of
securities to which transaction applies:
(3)	Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4)	Proposed maximum aggregate
value of transaction:
(5)	Total fee paid:
☐	Fee paid previously
with preliminary materials:
☐	Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
(1)	Amount previously paid:
(2)	Form, Schedule or Registration
Statement No.:
(3)	Filing Party:
(4)	Date Filed:

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

| CELSIUS
HOLDINGS, INC. |
| --- |
| REQUEST
ID: |

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

for the Annual Meeting of Shareholders

DATE:	Thursday, August 19, 2021
TIME:	2:00
P.m. Local time
LOCATION:	in person: 6501 Congress Ave., Suite 100-Boca
Office Center, Boca Raton, Florida 33487. online: https://agm.issuerdirect.com/celh

| HOW
TO REQUEST PAPER COPIES OF OUR MATERIALS — ● | ● | ● | ● |
| --- | --- | --- | --- |
| PHONE: Call
toll free 1-866-752-8683 | FAX: Send
this card to 202-521-3464 | INTERNET: https://www.iproxydirect.com/celh and
follow the on-screen instructions. | EMAIL: proxy@iproxydirect.com Include
your Control ID in your email. |

| This
communication represents a notice to access a more complete set of proxy materials available to you on the Internet. We encourage
you to access and review all of the important information contained in the proxy materials before voting. The proxy statement
is available at: https://www.iproxydirect.com/celh |
| --- |
| If
you want to receive a paper copy of the proxy materials you must request one. There is no charge to you for requesting a copy.
To facilitate timely delivery please make the request, as instructed above, before August 5, 2021. |
| you
may enter your voting instructions at https://www.iproxydirect.com/celh until
11:59 pm eastern time AUGUST 18, 2021. |

| The
purposes of this meeting are as follows: | |
| --- | --- |
| 1. | To
elect as directors the nominees named in the proxy statement; |
| 2. | To
ratify the appointment of Ernst & Young LLP as our independent public accountant for
the fiscal year ending December 31, 2021; and |
| 3. | To
transact such other business as may properly come before the annual meeting or any adjustment
thereof. |

| Pursuant
to Securities and Exchange Commission rules, you are receiving this Notice that the proxy materials for the Annual
meeting are available on the Internet. Follow the instructions above to view the materials and vote or request printed
copies. |
| --- |
| The
board of directors has fixed the close of business on june 30, 2021 as the record date for the determination of shareholders
entitled to receive notice of the Annual Meeting and to vote the shares of our common stock, par value $.001 per share, they held
on that date at the meeting or any postponement or adjournment of the meeting. |
| The
Board of Directors recommends that you vote ‘for’ all proposals above. |
| Please
note - This is not a Proxy Card - you cannot vote by returning this card |

Field: Page; Sequence: 2

Field: /Page

Celsius Holdings, Inc. SHAREHOLDER SERVICES 1 Glenwood Avenue Suite 1001 Raleigh NC 27603 FIRST-CLASS MAIL US POSTAGE PAID RALEIGH NC PERMIT # 870

TIME SENSITIVE SHAREHOLDER INFORMATION ENCLOSED

IMPORTANT SHAREHOLDER INFORMATION

YOUR VOTE IS IMPORTANT

Field: Rule-Page

Field: /Rule-Page