Directors elected, PwC ratified, Say-on-Pay gains 82% support

BellRing Brands logo

BellRing Brands (NYSE:BRBR) held its 2026 annual meeting of shareholders in a virtual-only format, with Chief Legal Officer and Corporate Secretary Craig Rosenthal presiding over formal proceedings and putting proposals to a vote.

Rosenthal said the meeting was recorded and registered shareholders and registered beneficial owners who joined using their control numbers could submit questions related to the meeting’s business through the meeting’s website. He also noted that rules of conduct were posted online to help keep the meeting orderly.

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The company’s leadership included Chairman Rob Vitale, President and CEO Darcy Davenport and CFO Paul Rode. Jennifer Meyer, senior director of investor relations, was on hand to moderate questions, and Doug Schmidt of PricewaterhouseCoopers (PwC) attended as a representative of the company’s independent registered public accounting firm.

Rosenthal reported that the record date for the meeting was December 8, 2025, with 118,425,407 shares of common stock outstanding, each entitled to one vote. About 85% of the shares were represented at the meeting, which it said constituted a quorum.

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Shareholders were asked to vote on three proposals described in the company’s notice of annual meeting and proxy materials:

Election of five directors for one-year terms expiring at the 2027 annual meeting (with one nominee serving until a previously announced retirement date).
Ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending September 30, 2026.
Non-binding advisory vote approve the compensation of the company’s designated managers.

The director nominees included three Class 1 directors (Davenport, David Finkelstein and Elliot Stein) and two Class 3 directors: Vitale and Chonda Nwamu. Rosenthal said Stein had previously notified the board of his retirement and, if elected, would serve until his previously announced retirement date of Sept. 30, 2026. He added that no other nominations had been received.

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On the auditor ratification proposal, Rosenthal said the board recommended ratifying PwC’s appointment for the fiscal year ending Sept. 30, 2026, noting that while shareholder ratification was not required, the board believed it was appropriate to seek it.

On the executive compensation advisory vote, Rosenthal said the board recommended approval. He stressed that the vote is not binding, but said the board and the Corporate Governance and Compensation Committee value shareholder feedback and will take the outcome into account when making future compensation decisions.

During the portion of the meeting designated for questions related to the proposals, Rosenthal said there were no questions presented. After the meeting concluded, the company again invited additional questions, but Jennifer Meyer reported that none had been received.

After the polls closed, BellRing reported preliminary results based on representations received prior to the meeting, with final voting results to be verified and disclosed in a Form 8-K to be filed with the SEC within four business days.

For the election of directors, the inspector of elections reported the following approximate percentages of shares represented and entitled to vote that were issued in favor of each candidate:

Darcy Davenport: 98%
David Finkelstein: 99%
Elliot Stein: 95%
Robert Vitale: 74%
Dear Nwamu: 98%

Rosenthal said Davenport, Finkelstein, Vitale and Nwamu were duly elected to one-year terms expiring in 2027, and Stein was duly elected to serve until his previously announced retirement date of September 30, 2026.

Regarding the auditor’s ratification proposal, the company reported that approximately 100% of the shares represented and entitled to vote were issued in favor of the ratification of PwC as an independent registered public accounting firm for the fiscal year ending September 30, 2026, and the selection was ratified.

In the executive compensation advisory vote, the company reported that approximately 82% of the shares represented and entitled to vote were issued in favor, and the compensation of the named executive officers was approved on a non-binding advisory basis.

The meeting concluded shortly thereafter and management thanked shareholders for their attendance.

BellRing Brands, Inc is a consumer packaged goods company specializing in protein-rich, better-for-you nutrition products. Formed in March 2020 as a spin-off from Post Holdings, the company focuses on providing convenient protein solutions to health-conscious consumers through a portfolio of established and emerging brands.

The company’s product offerings include ready-to-drink protein shakes, protein powders, nutrition bars and other performance nutritional items. BellRing Brands’ flagship brands include Premier Protein, a line of shakes and bars designed for daily protein supplementation, as well as Dymatize and PowerBar, which cater to athletes and active individuals seeking advanced sports nutrition formulas.

BellRing Brands markets its products primarily in North America, leveraging relationships with major retailers, wholesale clubs and e-commerce platforms to reach consumers in the United States and Canada.

The article “BellRing Brands Annual Meeting: Directors Elected, PwC Ratified, Say-on-Pay Gains 82% Support” was originally published by MarketBeat.

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