~~Only holders of our common~~transfer agent, Direct Transfer LLC, or you have stock ~~as of the Record Date, or their duly appointed proxies,~~certificates, you may ~~attend.~~ vote:

●

By mail. If you requested and received a proxy card you may complete and mail the proxy card in the postage prepaid envelope we will provide. Your proxy will be voted in accordance with your instructions. If you sign the proxy card, but do not specify how you want your shares voted, they will be voted as recommended by the Board.

	●	By Internet. At https://www.iproxydirect.com/celh

	●	By remote communication at the Annual meeting.You may vote at the Annual Meeting virtually after you have joined the Annual Meeting by accessing the meeting URL at https://agm.issuerdirect.com/celh and following the instructions provided therein.

	●	In-person. You may vote in-person during the Annual Meeting at the designated physical meeting location.

If your shares are held in “street name” (held in the name of a bank, broker or other nominee), you must provide the bank, broker or other nominee with instructions on how to vote your shares and can do so as follows:

	●	By internet or by telephone. Follow the instructions you receive from your broker to vote by internet or telephone.

	●	By mail.You will receive instructions from your broker or other nominee explaining how to vote your shares.

	●	In-person or by remote communication at the Annual Meeting. Contact the broker or other nominee who holds your shares to obtain a broker’s proxy card and present it to the inspector of election with your ballot when you vote at the Annual Meeting (either in-person or virtually). You will not be able to attend the Annual Meeting (either in-person or virtually) unless you have a proxy card from your broker.

How Does the Board Recommend That I Vote on the Proposals?

The Board recommends that you vote as follows:

	●	“FOR” for the election of the Board nominees as directors; and

	●	“FOR” ratification of the selection ofErnst & Young LLP as our independent public accountant for the fiscal year ending December 31, 2021.

If any other matter is presented, the proxy card provides that your shares will be voted by the proxy holder listed on the proxy card in accordance with his or her best judgment. As of the date of this proxy statement, we knew of no matters that needed to be acted on at the Annual Meeting, other than those discussed in this proxy statement.

May I Change or Revoke My Proxy?

If you give us your proxy, you may change or revoke it at any time before the Annual Meeting. You may change or revoke your proxy in any one of the following ways:

	●	signing a new proxy card and submitting it as instructed above;

	●	if your shares are held in street name, re-voting by internet or by telephone as instructed above – only your latest internet or telephone vote will be counted;

	●	if your shares are registered in your name, notifying the Company’s Secretary in writing before the Annual Meeting that you have revoked your proxy; or

	●	voting in-person or virtually at the Annual Meeting.

What If I Receive More Than One Proxy Card?

You may receive more than one proxy card or voting instruction form if you hold shares of our common stock in more than one account, which may be in registered form or held in street name. Please vote in the manner described above or under “Voting Instructions” on the proxy card for each account to ensure that all of your shares are voted.

Will My Shares Be Voted If I Do Not Return My Proxy Card?

If your shares are registered in your name or if you have stock certificates, they will not be voted if you do not return your proxy card by mail or vote at the Annual Meeting as described above under “How Do I Vote?” If your broker cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter, or ~~bank, you will need~~because your broker chooses not to ~~bring evidence~~vote on a matter for which it does have discretionary voting authority, this is referred to as a “broker non-vote.” The New York Stock Exchange (“NYSE”) has rules that govern brokers who have record ownership of ~~your common~~listed company stock ~~ownership,~~(including stock such as ours that is listed on The Nasdaq Capital Market) held in brokerage accounts for their clients who beneficially own the shares. Under these rules, brokers who do not receive voting instructions from their clients have the discretion to vote uninstructed shares on certain matters (“routine matters”), but do not have the discretion to vote uninstructed shares as to certain other matters (“non-routine matters”). Under NYSE interpretations, Proposal 1 (election of directors), is considered a non-routine matter, and Proposal 2 (the ratification of our independent public accountant) is considered a routine matter. If your ~~most recent brokerage statement,~~shares are held in street name and ~~valid picture identification.~~you do not provide voting instructions to the bank, broker or other nominee that holds your shares as described above under “How Do I Vote?,” the bank, broker or other nominee has the authority, even if it does not receive instructions from you, to vote your unvoted shares for Proposal 2 (the ratification of our independent public accountant), but does not have authority to vote your unvoted shares for Proposal 1 (election of directors). We encourage you to provide voting instructions. This ensures your shares will be voted at the Annual Meeting in the manner you desire.

What ~~constitutes~~Vote is Required to Approve Each Proposal and How are Votes Counted?

Proposal 1: Election of Directors

The nominees for director who receive the greatest number of votes FOR election (also known as a ~~quorum?~~

plurality) will be elected as directors. You may vote either FOR all of the nominees, WITHHOLD your vote from all of the nominees or WITHHOLD your vote from any one or more of the nominees. Votes that are withheld will not be included in the vote tally for the election of directors. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of directors. As a result, any shares not voted by a beneficial owner will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.

Proposal 2: Ratification of the Appointment of Ernst & Young LLP as our Independent Public Accountant for the Fiscal Year Ending December 31, 2021

The affirmative vote of a majority of the votes cast for this proposal is required to ratify the appointment of the Company’s independent public accountant. Abstentions will be counted towards the tabulation of votes cast on this proposal and will have the same effect as a negative vote. Brokerage firms have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. If a broker does not exercise this authority, such broker non-votes will have no effect on the results of this vote. We are not required to obtain the approval of our shareholders to appoint the Company’s independent accountant. However, if our shareholders do not ratify the appointment of Ernst &Young LLP as the Company’s independent public accountant for the fiscal year ending December 31, 2021, the Audit and Enterprise Risk Committee of the Board may reconsider its appointment.

What Constitutes a Quorum for the Annual Meeting?

The presence, ~~in person~~in-person or by proxy, of the holders of shares representing a majority of the outstanding shares of our common stock will constitute a quorum, permitting the meeting to conduct its business. As of the Record Date, we had issued and outstanding 18,400,681 shares of common stock. Proxies received, but marked as abstentions, and broker non-votes will be included in the calculation of the number of shares considered to be present at the meeting, but will not be counted as votes cast “for” or “against” any given matter.

~~If less than a majority of outstanding shares entitled to vote are represented at the meeting,~~ a majority of the shares present at the meeting may adjourn the meeting to another date, time or place, and notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before an adjournment is taken.

~~How do I vote?~~

If you complete and properly sign the accompanying proxy card and return it to us, it will be voted as you direct. If you are a registered shareholder and you attend the meeting, you may deliver your completed proxy card in person.

If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name”, and these proxy materials are being forwarded to you together with a voting instruction card by your broker, trustee or nominee, as the case may be. As the beneficial owner, you have the right to direct your broker, trustee or nominee how to vote, and you are also invited to attend the annual meeting. Since a beneficial owner is not the shareholder of record, you may not vote your shares in person at the annual meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares giving you the right to vote the shares at the meeting. Your broker, trustee or nominee has enclosed or provided voting instructions for you to use in directing the broker, trustee or other nominee how to vote your shares.

~~Can I change my vote after I return my Proxy Card?~~

Yes. Even after you have submitted your proxy, you may change your vote at any time before the proxy is exercised by filing with our Secretary either a notice of revocation or a duly executed proxy bearing a later date. The powers of the proxy holders will be suspended if you attend the meeting in person and so request, although attendance at the meeting will not by itself revoke a previously granted proxy.

~~What are the board’s recommendations?~~

Unless you give other instructions on your Proxy Card, the persons named as proxy holders on the Proxy Card will vote in accordance with the recommendations of our board of directors. The board of directors recommends a vote “~~FOR” the election of the nominated slate of directors, which is the only matter scheduled to be voted upon at the Annual Meeting.~~

The board of directors does not know of any other matters that may be brought before the Annual Meeting. In the event that any other matter should properly come before the Annual Meeting, the proxy holders will vote as recommended by the board of directors or, if no recommendation is given, in accordance with their best judgment.

~~What vote is required to approve each proposal?~~

The affirmative vote, either in person or by proxy, of a plurality of the votes cast at the Annual Meeting is required for the election of directors, which is the only matter scheduled to be voted upon at the Annual Meeting. This means that candidates who receive the highest number of votes are elected. A properly executed proxy marked “~~WITHHOLD AUTHORITY~~” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum. Shareholders do not have the right to cumulate their votes for directors.

If you hold your shares in “street name” through a broker or other nominee, your broker or nominee may not be permitted to exercise voting discretion with respect to some of the matters to be acted upon. Thus, if you do not give your broker or nominee specific instructions, your shares may not be voted on those matters and will not be counted in determining the number of shares necessary for approval. Shares represented by such “broker non-votes” will, however, be counted in determining whether there is a quorum.

~~Who pays for the preparation of the proxy?~~

We will bear the cost of preparing, printing, assembling and mailing all proxy materials that may be sent to shareholders in connection with this solicitation. Arrangements will also be made with brokerage houses, other custodians, nominees and fiduciaries, to forward soliciting material to the beneficial owners of shares of our common stock held by these persons. We will reimburse these persons for reasonable out-of-pocket expenses incurred by them. In addition to the solicitation of proxies by use of the mails, our officers and regular employees may solicit proxies without additional compensation by telephone or facsimile. We do not expect to pay any compensation for the solicitation of proxies.

~~How is the meeting conducted?~~

The Chairman of the Board has broad authority to conduct the Annual Meeting in an orderly and timely manner. This authority includes establishing rules for shareholders who wish to address the meeting. The Chairman of the Board may also exercise broad discretion in recognizing shareholders who wish to speak and in determining the extent of discussion on each item of business. In light of the need to conclude the Annual Meeting within a reasonable period of time, we cannot assure that every shareholder who wishes to speak on an item of business will be able to do so. The Chairman of the Board may also rely on applicable law regarding disruptions or disorderly conduct to ensure that the Annual Meeting is conducted in a manner that is fair to all shareholders.

~~Only holders of our common stock as of the Record Date, or their duly appointed proxies, may attend the Annual Meeting. Our principal executive offices are located at 140 NE 4~~th ~~Ave, Suite C, Delray Beach, Florida, and our telephone number is (561) 276-2239. A list of shareholders~~ entitled to vote at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting. Votes of shareholders of record who are present at the Annual Meeting in-person or by proxy, abstentions, and broker non-votes are counted for purposes of determining whether a quorum exists.

Householding of Annual Disclosure Documents

The Securities and Exchange Commission (the “SEC”) previously adopted a rule concerning the delivery of annual disclosure documents. The rule allows us or brokers holding our shares on your behalf to send a single set of our annual report and proxy statement to any household at which two or more of our shareholders reside, if either we or the brokers believe that the shareholders are members of the same family. This practice, referred to as “householding,” benefits both shareholders and us. It reduces the volume of duplicate information received by you and helps to reduce our expenses. The rule applies to our annual reports, proxy statements and information statements. Once shareholders receive notice from their brokers or from us that communications to their addresses will be ~~available at our offices for a period of ten (10) days prior~~“householded,” the practice will continue until shareholders are otherwise notified or until they revoke their consent to the ~~meeting~~practice. Each shareholder will continue to receive a separate proxy card or voting instruction card.

Those shareholders who either (i) do not wish to participate in “householding” and atwould like to receive their own sets of our annual disclosure documents in future years or (ii) who share an address with another one of our shareholders and who would like to receive only a single set of our annual disclosure documents should follow the ~~meeting itself for examination by any shareholder.~~

~~How are votes tabulated?~~

~~The preliminary proxy votes will be tabulated by Broadridge Financial Solutions, Inc., whom we have retained~~instructions described below:

	●	Shareholders whose shares are registered in their own name should contact our transfer agent,Direct Transfer LLC, 1981 Murray Holladay Road, Suite 100, Salt Lake City, Utah 84117. Telephone: (919) 481-4000.

	●	Shareholders whose shares are held by a broker or other nominee should contact such broker or other nominee directly and inform them of their request, shareholders should be sure to include their name, the name of their brokerage firm and their account number.

Who is paying for this ~~purpose.~~

proxy solicitation?

In addition to mailed proxy materials, our directors, officers and employees may also solicit proxies in person, by telephone, or by other means of communication. We will not pay our directors, officers and employees any additional compensation for soliciting proxies. We may reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

Is my vote confidential?

Proxy instructions, ballots, and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within our Company or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.

Where can I find the voting results of the Annual Meeting?

~~Voting results~~

We will ~~be tallied by our Inspector of Elections, Sandy Telsaint. Preliminary~~announce preliminary voting results ~~will be announced~~ at the ~~meeting and~~Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will ~~be published in~~file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to this Current Report on Form 8-K as soon as they become available.

When are shareholder proposals due for next year’s annual meeting?

At our annual meeting each year, our Board of Directors submits to shareholders its nominees for election as directors. In addition, the Board of Directors may submit other matters to the shareholders for action at the annual meeting.

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, shareholders may present proper proposals for inclusion in the Company’s proxy statement for consideration at the following annual meeting of shareholders (after the one referenced herein) by submitting their proposals to the Company in a timely manner. These proposals must meet the shareholders eligibility and other requirements of the SEC. To be ~~filed after the Annual Meeting.~~considered for inclusion in next year’s proxy materials, you must submit your proposal in writing by February 26, 2022 to our Corporate Secretary, 2424 N Federal Highway, Suite 208, Boca Raton, Florida 33431.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table ~~shows~~sets forth, as of the Record Date, the ~~number of shares beneficially owned and the percentage~~beneficial ownership of ~~the Company’s~~our common stock by ~~the following:~~

a)	~~each person known to management to beneficially own five percent (5%) or more of the outstanding shares of the Company’s common stock;~~

b)	~~each of the Company’s directors;~~

c)	~~each of the named executive officers set forth under the Summary Compensation Table under “Executive Compensation” below; and~~

d)	~~all of the Company’s directors and executive officers as a group.~~

~~Beneficial ownership is determined in accordance with the rules~~each executive officer and director, by each person known by us to beneficially own 5% or more of our common stock and by executive officers and directors as a group. The address of the ~~Securities~~each of the executive officers and ~~Exchange Commission. These rules generally attribute beneficial ownership of securities to~~directors set forth in the table is c/o the Company, 2424 North Federal Highway, Suite 208, Boca Raton, Florida 33431.

Names and addresses of beneficial owners	Number of Shares of common stock			Percentage of class (%)

John Fieldly		1,175,252	⁽¹⁾		1.58

Edwin Negron		148,074	⁽²⁾		*

Nicholas Castaldo		195,829	⁽³⁾		*

Tony Lau		15,186	⁽⁴⁾		*

Hal Kravitz		58,097	⁽⁵⁾		*

Kevin Harrington		3,685	⁽⁶⁾		*

Thomas E. Lynch		197,181	⁽⁷⁾		*

William H. Milmoe		8,010,911	⁽⁸⁾		10.76

Caroline Levy		18,333	⁽⁹⁾		*

Alexandre Ruberti		0			*

all officers and directors as a group (nine (9) persons)		9,822,548	⁽¹⁰⁾		13.19

Other 5% or greater shareholders:

Carl DeSantis		19,180,842	⁽¹¹⁾		25.76
3161 Jasmine Drive Delray Beach, Florida 33483

Li Ka Shing		6,655,136	⁽¹²⁾		8.94
7/F Cheung Kong Center 2 Queen’s Road Central Hong Kong

Solina Chau Hoi Shuen House 4 2 Island Road, Hong Kong.		6,057,742	⁽¹³⁾		8.13

Kimora Lee Simmons 512 Seventh Avenue, 43^rd Floor New York, NY 10018		3,972,659	⁽¹⁴⁾		5.33

*	Less than 1%

The persons who possess sole or shared voting power or investment power with respect to those securities and include shares of common stock issuable upon the exercise of stock options that are immediately exercisable or become exercisable within sixty (60) days. Except as otherwise indicated, all persons listed belownamed above have ~~sole~~full voting and investment power with respect to the shares indicated unless otherwise specified below. Under the rules of ~~common stock beneficially owned by them. The information~~the SEC, a person (or group of persons) is ~~not necessarily indicative~~deemed to be a “beneficial owner” of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial ~~ownership for any other purpose.~~

Name and Address of Beneficial Owner (1)
Shares Beneficially Owned Number Percentage
Carl DeSantis (2)
         7,647,901 41.1 %
William H. Milmoe (3)
7,645,901 41.1 %
CD Financial, LLC (4)
         7,642,901 41.1 %
CDS Ventures of South Florida, LLC (5)
         7,083,700 38.1 %
Stephen C. Haley (6)
         1,437,541 7.8 %
Lucille Santini 1,083,906 6.8 %
Janice H. Haley (7)
            158,480 0.1 %
Jeffrey Perlman (8)
              16,667 0.1 %
James R. Cast (9)
              20,789 0.1 %
Geary W. Cotton (10)
2,500            0.0 %
Thomas E. Lynch (11)
                  4,500            0.0 %
Richard J. Swanson (12)
                  3,500            0.0 %
All executive officers and directors as a group (8 persons) (13)
         9,289,878          49.0 %

~~__________________~~

owner of the same security.

⁽¹⁾	~~The address~~Includes (a) 890,000 shares of ~~each beneficial owner listed on the table is c/o Celsius Holdings, Inc., 140 NE 4th Avenue, Suite C, Delray Beach, FL 33483.~~

~~(2)~~	~~Represents (a) 5,000~~our common stock that are issuable upon exercise of stock options and restricted stock rights and (b) 285,252 shares of common stock held atof record by Mr. ~~DeSantis,~~Fieldly.

⁽²⁾	Represents (a) 140,460 shares of common stock issuable upon the exercise of stock options and (b) ~~559,201~~7,614 shares of common stock held of record by Mr. Negron.

⁽³⁾	Represents (a) 155,000 shares of common stock issuable upon the exercise of stock options and (b) 40,829 shares of common stock held of record by Mr. Castaldo.

⁽⁴⁾	Represents (a) 15,186 shares of common stock issuable upon the exercise of stock options and (b) 0 shares of common stock held of record by Mr. Lau.

⁽⁵⁾	Represents (a) 55,000 shares of common stock issuable upon the exercise of stock options and (b) 3,097 shares of common stock held of record by Mr. Kravitz.

⁽⁶⁾	Represents (a) -0- shares of common stock issuable upon the exercise of stock options and (b) 3,685 shares of common stock held of record by Mr. Harrington.

⁽⁷⁾	Represents (a) 105,000 shares of common stock issuable upon the exercise of stock options and (b) 92,181 shares of common stock held of record by Mr. Lynch.

⁽⁸⁾	Represents (a) 45,069 shares of common stock held of record by Mr. Milmoe; (b) 155,000 shares of common stock issuable upon exercise of stock options; (c) 3,860,311 shares of common stock held of record by CDS Ventures, LLC (“CDS Ventures”); (d) 3,920,531 shares of common stock held of record by CD Financial ~~LLC, (c) 6,887,622 shares of common stock held by CDS Ventures of South Florida, LLC~~ and (d) 196,078 shares of common stock issuable upon conversion of a $2.0 million convertible promissory note held of record by CDS Ventures of South Florida, LLC. Voting power of shares of common stock beneficially owned by CD Financial, LLC and CDS Ventures of South Florida, LLC is shared by Carl DeSantis and William H. Milmoe. Mr. Milmoe does not have dispositive power with respect to such shares.

~~(3)~~	~~Represents (a) 500~~(e) 30,000 shares of common stock held of record by Mr. Milmoe, (b) 2,500 shares of common stock issuable upon exercise of stock options, (c) the 559,201 shares of common stock held of record by CD Financial, LLC and (d) the 7,083,700 shares of common stock beneficially owned by CDS Ventures of South Florida, LLC as more fully described in footnote (2) above.Carl Angus DeSantis Foundation. Mr. Milmoe and Carl ~~De Santis~~DeSantis share voting power with respect to shares of common stock beneficially owned by CDS ~~Financial, LLC~~Ventures and ~~CDS Ventures of South Florida, LLC.~~CD Financial. Mr. Milmoe does not have dispositive power with respect to such shares. Mr. Milmoe serves as a Director of the Carl Angus DeSantis Foundation.

⁽⁹⁾

Represents 18,333 shares of common stock issuable upon the exercise of stock options by Ms. Levy.

~~(4)~~⁽¹⁰⁾

Includes (a) the shares of common stock issuable upon the exercise of stock options and the owned and held of record by CD Financial and CDS Ventures, LLC beneficially owned by Mr. Milmoe as set forth in footnote (8) above; and (b) the shares of common stock issuable upon the exercise of stock options and the shares owned and held of record by the Company’s other officers and directors as set forth in footnotes (1) – (8) above.

⁽¹¹⁾

Represents (a) ~~559,201~~3,860,311 shares of common stock held of record by CDS Ventures; (b) 3,920,531 shares of common stock held of record by CD ~~Financial, LLC~~Financial; (c) 870,000 shares of common stock held of record by Carl DeSantis Revocable Trust; (d) 10,500,000 shares of common stock held of record by Carl DeSantis Retained Annuity Trust (“CD Retained Trust”) and ~~(b) 7,083,700~~(e) 30,000 shares of common stock held of record by Carl Angus DeSantis Foundation. Voting power of shares of common stock beneficially owned by CDS Ventures and CD Financial is shared by Mr. DeSantis and William H. Milmoe. Mr. DeSantis has sole dispositive power with respect to such shares. Mr. DeSantis serves as a Director of ~~South Florida, LLC, as more fully described in footnote (2) above.~~the Carl Angus DeSantis Foundation.


~~(5)~~⁽¹²⁾	Represents ~~7,083700 shares of common stock beneficially owned by CDS Ventures of South Florida, LLC as described in footnote (2) above.~~

~~(6)~~	~~Represents (a) 1,337,247~~6,655,136 shares of common stock held of record by Mr. Haley and (b) 100,294 shares of common stock issuable upon exercise of stock options held by Mr. Haley. Excludes all shares of common stock owned of record and beneficially by Janice Haley, Mr. Haley’s spouse, in which shares he disclaims beneficial ownership.Charmnew Limited

~~(7)~~⁽¹³⁾

Represents ~~(a) 12,255~~6,057,742 shares of common stock held of record by ~~Ms. Haley~~Grieg International Limited and (b) 146,225 shares of common stock issuable upon exercise of stock options held by Ms. Haley. Does not include shares of common stock owned of record or beneficially by Stephen C. Haley, her spouse, inOscar Time Limited, over which shares Ms. ~~Haley disclaims beneficial ownership.~~Chau has voting and dispositive power.


~~(8)~~⁽¹⁴⁾	Represents ~~16,667 shares of common stock issuable upon exercise of stock options held by Mr. Perlman.~~

~~(9)~~	~~Represents (a) 3,210~~ shares of common stock held of ~~record by Mr. Cast and (b) 17,579 shares of common stock issuable upon exercise of stock options held by Mr. Cast.~~record.

~~(10)~~	~~Represents 2,500 shares of common stock issuable upon exercise of stock options held by Mr. Cotton.~~

~~(11)~~	~~Represents (a) 2,000 shares of common stock held of record by Mr. Lynch and (b) 2,500 shares of common stock issuable upon exercise of stock options held by Mr. Lynch.~~

~~(12)~~	~~Represents (a) 1,000 shares of common stock held of record by Mr. Swanson and (b) 2,500 shares of common stock issuable upon exercise of stock options held by Mr. Swanson.~~

~~(13)~~	~~Includes shares of common stock owned of record and beneficially as described in footnotes (3), (6) and (7) through (12).~~

PROPOSAL NO. 1:1 - ELECTION OF DIRECTORS

Our ~~Amended Articles~~Board currently consists of ~~Incorporation provide that~~nine members. However, Kevin Harrington, Thomas E. Lynch and William H. Milmoe, current directors, are not standing for re-election. Accordingly, there are three candidates being nominated to become directors, Ms. Cheryl Miller, Mr. Damon DeSantis and Ms. Joyce Russell. The Governance and Nominating Committee of the ~~number~~Board of ~~directors to serve on our board~~Directors and the Board of ~~directors shall be determined by~~Directors as a whole have unanimously approved the ~~board~~recommended slate of ~~directors and shall be no more than nine. Currently,~~nine directors.

The following table shows the ~~number of directors authorized to serve on our board of directors is seven.~~

~~We are seeking shareholder election of seven (7) members to our board of directors. All~~Company’s nominees for election as a director are current members of our board of directors and those nominees that are elected will hold office until the 2011 Annual Meeting of Shareholders, or until their successors have been duly elected and qualified. Messrs. Stephen C. Haley, Geary W. Cotton, James R. Cast, William H Milmoe, Thomas E. Lynch, Christian A. Nast and Richard J. Swanson have been recommended for nomination by our nominating and corporate governance committee for election at the annual meeting.

~~In the event that any nominee should become unable or unwilling~~ to serve as a director, the proxy will be voted for the election of those person or persons as shall be recommended by our board of directors or, if no recommendation is given, in accordance with their best judgment.

~~OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF ALL THE FOLLOWING NOMINEES~~

~~Director Nominees~~

~~Stephen C. Haley~~, 52, is our Chief Executive Officer, President and Chairman of the board of directors, and has served in these capacities since January 2007, when we acquired Elite FX, Inc. Mr. Haley co-founded Elite FX, Inc., in April 2004 and served as its CEO from its inception until our acquisition of that company. From 2001 to March 2004, Mr. Haley, together with his wife, Janice Haley, invested in multiple beverage distribution and manufacturing companies. From 1999 to 2001, he held positions as COO and Chief Business Strategist for MAPICS, a publicly held, international software company with over 500 employees and $145 million in revenue. From 1997 to 1999, he was CEO of Pivotpoint, a Boston-based Enterprise Requirements Planning (ERP) software firm, backed by a venture capital group which included Goldman Sachs, TA Associates and Greyloc. He holds a BSBA in Marketing from the University of Florida. The particular experience, qualifications, attributes or skills that led the board to conclude that Mr. Haley should serve as a director included his knowledge of the Company, his previous experience as owner of a beverage distributor, as well as his experience as Chairman of a startup software company and COO of a publicly traded company as more fully detailed above.

~~Geary W. Cotton~~, 58, has been a director of our Company since September 2008 and assumed the position of Chief Financial Officer in January 2010. Mr. Cotton is director of a privately held insurance industry company, XN Financial. From 1986 to 2000, Mr. Cotton was Chief Financial Officer of Rexall Sundown, a publicly-held manufacturer of vitamins and supplements. Mr. Cotton was a director and audit committee chairman of QEP Co. Inc. from 2002 to May 2006. Mr. Cotton is a retired certified public accountant with over 30 years of broad business experience in both public accounting and private industry. Mr. Cotton is a graduate of University of Florida. The particular experience, qualifications, attributes or skills that led the board to conclude that Mr. Cotton should serve as a director included his qualification as a certified public accountant and his experience as the CFO of a publicly traded nutritional supplement company.

~~James R. Cast~~, 61, has been a director of our Company in January 2007. Mr. Cast is a certified public accountant and is the owner of an Accounting firm in Ft. Lauderdale, Florida, which specializes in tax and business consulting. Prior to forming his firm in 1994, Mr. Cast was senior tax Partner-in-Charge of KPMG Peat Marwick’s South Florida tax practice. During his 22 years at KPMG Peat Marwick he also served the South Florida coordinator for all mergers, acquisitions, and business valuations. He is a member of AICPA and FICPA. He currently is a member of the board of directors of the Covenant House of Florida. He has a BA from Austin College and a MBA from the Wharton School at the University of Pennsylvania. The particular experience, qualifications, attributes or skills that led the board to conclude that Mr. Cast should serve as a director included his qualification as a certified public accountant and his 22 years of experience with KPMG.

~~William H. Milmoe~~, 61, has been a director of our Company since August 2008. Since January 2006, Mr. Milmoe has served as President and Chief Financial Officer of CDS International Holdings, Inc., a private investment firm. From 1997 to January 2006, he was CDS International Holdings, Inc.’s Chief Financial Officer and Treasurer. Mr. Milmoe is a certified public accountant with over 40 years of broad business experience in both public accounting and private industry. His financial career has included positions with PricewaterhouseCoopers, General Cinema Corporation, an independent bottler of Pepsi Cola products and movie exhibitor. Mr. Milmoe is member of both the Florida and the American Institute of Certified Public Accountants. The particular experience, qualifications, attributes or skills that led the board to conclude that Mr. Milmoe should serve as a director included his qualification as a certified public accountant and his 40 years of relevant business and financial experience.

~~Thomas E. Lynch, 62, became a director of our Company in November 2009. Mr. Lynch has been President of the Plastridge Insurance Agency, a local independent agency, since 1975. He has been a director of 1~~st ~~United Bank since 2004 and on~~ the Board of ~~Governors for Citizens Property & Casualty Insurance since February 2009. He is also on the board of many charitable organizations and has served as an~~Directors. Each nominee, if elected, official for many government entities over the past twenty years. Mr. Lynch is a graduate of Loyola University in Chicago. He received his CPCU degree in 1978 from the American Institute for Property & Liability Underwriters. The particular experience, qualifications, attributes or skills that led the board to conclude that Mr. Lynch should serve as a director included his diverse experience as a board member of several different companies and over 30 years of business experience.

~~Christian A. Nast, 78,~~ has been a director of our company since January 2010. Mr. Nast was CEO of Rexall Sundown, a publicly-held manufacturer of vitamins and supplements, from 1997 until his retirement in 2000. From 1995 to 1997, Mr. Nast was Rexall Sundown’s President and COO. Mr. Nast was executive vice president for Colgate North America from 1989 until 1995. Mr. Nast was a director of QEP Co. Inc. from 1998 to July 2006 and of The Tilton School from 2002 until May of 2007. Nast earned a BA in Economics from Bates College and an MBA from New York University. He retired from the United States Marine Corps as a Major. The particular experience, qualifications, attributes or skills that led the board to conclude that Mr. Nast should serve as a director included his prior experience as the CEO and COO of a publicly traded nutritional products company and vice president of a consumer products company as well as the skill gained as Major in the United States Marine Corp

~~Richard J. Swanson, 55,~~ has been a director of our company since December 2009. Mr. Swanson has been a principal of the Swanson Group, a consumer products sales and marketing firm since 1998. Mr. Swanson is serving his second term as a member of the National Association of Chain Drug Stores Retail Advisory Board and currently functioning on its steering committee. Mr. Swanson has been a senior executive within the consumer products industry for 31 years and held positions with Procter & Gamble and Confab Corporation prior to forming his own sales and marketing firm in 1998. Mr. Swanson is a graduate of the University of Illinois. The particular experience, qualifications, attributes or skills that led the board to conclude that Mr. Swanson should serve as a director included his 31 years of experience as a senior executive in the consumer products industry as well as his experience as a member of the National Association of Chain Drug Stores Retail Advisory Board.

~~Right to Designate Nominees~~

Pursuant to various securities purchase and loan agreements with the Company, CDS Ventures of South Florida, LLC, has the right to designate four (4) of the seven (7) nominees to our board of directors. The designees of CDS Ventures of South Florida, LLC are Messrs. Milmoe, Lynch, Nast and Swanson.

~~CORPORATE GOVERNANCE~~

~~Board Meetings~~

The board of directors held eight (8) regular meetings during 2009, and acted by unanimous consent on eight (8) occasions. Each of our directors attended at least 75% of the total of such board meetings after being appointed a director.

~~Director Attendance at Meetings~~

Members of the board of directors are expected to attend all regular and special meetings of the board of directors. Members of the board of the directors are not required to attend the Annual Meeting Three (3) of five (5) persons who were members of the board of directors at the time of our 2009 Annual Meeting of Shareholders attended that Annual Meeting.

~~Compensation of Directors~~

Our bylaws provide that, unless otherwise restricted by our certificate of incorporation, our board of directors has the authority to fix the compensation of directors. The directors may be paid their expenses, if any, related to attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as our director. Our bylaws further provide that no such payment will preclude any director from serving our company in any other capacity and receiving compensation therefore. Further, members of special or standing committees may be given compensation for attending committee meetings.

Effective January 18, 2007, non-employee directors received cash fees of $4,000 per year. Effective January 1, 2010, the annual cash fee for outside directors is $12,000.In addition, members of the audit committee receive an additional annual cash fee of $2,000 and the chairman of the audit committee receives $2,000 for serving in such capacity. Members of the compensation and nominating and corporate governance committees receive an additional cash fee of $1,000.

In addition to the foregoing, each new member of the board of directors will receive stock options under our Amended 2006 Stock Incentive Plan to purchase 10,000 shares of our common stock upon joining the board of directors and each director will receive stock options to purchase 2,500 shares of our common stock upon the completion of each year of service. The exercise price of the stock options will be the fair market value of our common stock as of the date of grant.

~~Terms of Directors and Executive Officers~~

~~All of our directors~~ serve until the next annual meeting of shareholders and until ~~their successors are elected by shareholders~~a successor is named and qualified, or until ~~their~~his or her earlier ~~death, retirement,~~ resignation or removal. ~~Currently,~~Six of the nominees are members of the present Board of Directors. We have no reason to believe that any of the nominees is unable or will decline to serve as a director if elected. Unless otherwise indicated by the shareholder, the accompanying proxy will be voted for the election of the nine persons named under the heading “Nominees for Directors.” Although the Company knows of no reason why any nominee could not serve as a director, if any nominee shall be unable to serve, the accompanying proxy will be voted for a substitute nominee.

Nominees for Director

Name	Age	Position with the Company

John Fieldly	41	Chief Executive Officer and Director

Nicholas Castaldo	69	Director

Caroline Levy	58	Director

Hal Kravitz	63	Director

Alexandre Ruberti	44	Director

Tony Lau	29	Director

Cheryl Miller	48	Director Nominee

Damon DeSantis	57	Director Nominee

Joyce Russell	61	Director Nominee

The Governance and Nominating Committee and the Board seek, and the Board is comprised of, individuals whose characteristics, skills, expertise, and experience complement those of other Board members. We have set out below biographical and professional information about each of the nominees, along with a brief discussion of the experience, qualifications, and skills that the Board considered important in concluding that the individual should serve as a current director and as a nominee for re-election or election as a member of our Board.

Nominee Biographies

John Fieldly was named Chief Executive Officer in April 2018 and has served as a director since March 2017. Mr. Fieldly originally joined Celsius in January 2012 as its Chief Financial Officer and from March 2017 to March 2018 served as Interim Chief Executive Officer and Chief Financial Officer. Prior to joining Celsius Holdings, Inc. he held leadership roles at Lebhar-Friedman, Oragenics, Inc. and Eckerd Drugs, Inc. Mr. Fieldly is a Certified Public Accountant in Florida. Mr. Fieldly’s long tenure with the Company makes him a valuable member of the Board of directors in addition to his position as Chief Executive Officer.

Nicholas Castaldo became a director of Celsius in March 2013. Since September 2004 he has served as Equity Partner, Board Member and Chief Marketing Officer of Anthony’s Coal Fired Pizza, Inc., a Florida based chain of casual dining restaurants and for the past two years has been an Equity Partner and Advisory Board member of Lime Fresh Mexican Grill and served as the company’s CMO. Mr. Castaldo is an adjunct professor at the H. Wayne Huizenga College of Business and Entrepreneurship at Nova Southern University teaching courses in Marketing and Entrepreneurship. We believe that Mr. Castaldo’s significant experience in the marketing sector of the food and beverage industry makes qualifies him to serve as a member of the Board of Directors.

Caroline Levy has served as a director of Celsius since July 2020. Ms. Levy most recently served as Senior Equity Research Analyst at Macquarie, in her role Caroline covered both large and small cap beverage companies. Prior to this, she spent eight years as a managing director and senior analyst at CLSA. This followed a decade at UBS, where Caroline headed the US consumer research team, while also holding the position of COO for all research and Chair of the Investment Review Committee. Caroline has made numerous media appearances including CNBC’s “Mad Money with Jim Cramer” and Bloomberg. Additionally, she has been recognized multiple times including, “The Institutional Investor All Star survey” and “The Wall Street Journal analyst rankings”, for stock picking and earnings accuracy. Ms. Levy’s investment banking experience, with a focus on beverage companies, brings a unique perspective to her position on our board of ~~directors consists~~directors.

Hal Kravitz became a director of ~~seven (7) persons, four~~Celsius in April 2017. From 2014 to 2018, Mr. Kravitz served as Chief Executive Officer of ~~whom have been designated by CDS Ventures~~AQUAhydrate, Inc., a company engaged in the manufacture, distribution and marketing of ~~South Florida, LLC. Our bylaws authorized~~bottled water. He also served as a consultant to AQUAhydrate from August to November 2014 and in 2013, Mr. Kravitz helped form InterContinental Beverage Capital, a New York-based merchant bank focused on investments in the beverage industry. For over thirty (30) years prior thereto, Mr. Kravitz served as an executive officer and in other management positions in various units of the Coca-Cola system. We believe that Mr. Kravitz’s longs experience in the beverage industry makes him a valuable member of the board of directors.

Alexandre Ruberti joined our board in February 2021. Mr. Ruberti brings a wealth of experience having spent the past 25 years in the beverage sales and distribution industry. His most recent tenure was serving dual positions with Red Bull. Mr. Ruberti joined Red Bull in 2005 as Head of National Sales and Distribution of Brazil and rapidly advanced to his role as President of Red Bull Distribution Company developing the business exponentially through incremental growth, sustaining profitability, and expanding the warehouse base from 34 to 99 facilities in seven years. In 2019 he was appointed the additional position as Executive Vice President of Sales for Red Bull North America. Prior to Red Bull, he spent nine years working at Coca-Cola Bottlers in Brazil, holding several positions across multiple departments. Mr. Ruberti holds an MBA from Fundação Getulio Vargas in Brazil, He also serves as a Board Member of Future Farm, as well as Member of the Young Presidents' Organization – YPO - Santa Monica Bay chapter and is an active angel investor. We believe that given Mr. Ruberti’s extensive experience in the beverage industry will provide valuable perspectives to execute our strategy, drive profitability and enhance value for our shareholders.

Tony Lau joined our Board of Directors in April 2018. Mr. Lau is an investor and director of consumer and retail investments at Horizons Ventures, Limited (“Horizons Ventures”), a Hong Kong based private investment fund, with whom he has been affiliated since 2014. Mr. Lau also manages China businesses and expansion for Horizons portfolio companies. Prior to Horizons, Mr. Lau was an investment banker with Goldman Sachs, specializing in technology, media and telecommunications investment. Mr. Lau currently serves on the Board of Directors of ChromaDex Corp. (Nasdaq: CDXC), a patented and proprietary ingredient technologies company. Mr. Lau earned a B.A. in Economics and Finance from Peking University and is currently pursuing the Business Scholars Program (DBA) degree at the Cheung Kong Graduate School of Business (CKGSB). The Company believes Mr. Lau is qualified to serve on the Board of directors due to ~~designate~~his extensive and unique business background.

Cheryl Miller is a nominee to our Board of Directors, who, if elected, will join the Board following the Annual Meeting. Ms. Miller’s more than 20 years of corporate finance experience in consumer-focused industries and experience in such key areas as acquisitions, cybersecurity, e-commence and public company shareholder relations will make her a valuable asset to the board. Ms. Miller currently is an Executive Strategic Advisor for JM Family Enterprises, a privately owned diversified automotive company, where she previously served as Executive Vice President and Chief Financial Officer. Ms. Miller previously served as President and Chief Executive Officer and held positions of Ex VP and Chief Financial Officer, Treasurer and VP of Investor Relations between 2010 and April 2021 with AutoNation Inc., a publicly traded Fortune 150 automotive retailer with major metropolitan franchises and e-commerce operations. Ms. Miller also served on the Board of AutoNation, Inc from July 2019 to July 2020. Ms. Miller serves as a director (since 2016) of Tyson Foods, Inc., one of the world’s largest public food companies. Ms. Miller is also a member of Tyson’s Audit and Compensation & Leadership Development Committees. A native of Puerto Rico and resident of Florida, Ms. Miller holds a bachelor’s degree in finance and business administration from James Madison University. We believe that Ms. Miller’s extensive experience in finance makes her a valuable addition to our Board of Directors.

Damon DeSantis is a nominee to our Board of Directors, who, if elected, will join the Board following the Annual Meeting. Mr. DeSantis has been an opportunistic investor since leaving Rexall Sundown Nutritional Company (“Rexall Sundown”), a former Nasdaq 100 company, as Chief Executive Officer in 2001. Mr. DeSantis also previously served as a board member of Rexall Sundown. Rexall Sundown was in the business of developing, manufacturing, packaging, marketing, and distributing nutritional products of over 2800 skus to wholesalers, distributors, retailers, branded and private label direct to consumer via direct sales and direct marketing in the US and worldwide. Today, Mr. DeSantis’s business interests continue with ownership, direct investment, and board membership in a variety of private businesses in the hospitality, financial services, automotive, spirits and cannabis industries. Mr. DeSantis is a board member of Mac Pherson’s, the largest employee owned distributor of creative materials and art supplies in North America. Damon is the son of Carl DeSantis, one of the principal shareholders. Damon and his family live in Plantation, Florida. We believe that Mr. DeSantis’ significant and varied investment experience will allow him to make a significant contribution to the Board.

Joyce Russell is a nominee to our Board of Directors, who, if elected, will join the Board following the Annual Meeting. Ms. Russell’s experience spans over 34 years with Adecco, an international leader in human resources. Ms. Russell currently is the President of the Adecco Group U.S. Foundation, which is focused on up-/reskilling American workers and helping to ensure work equality for all. The Foundation was formed in 2019 and Ms. Russell was appointed its first President. Ms. Russell previously served as President of Adecco Staffing US from 2004 to 2018, a $2.3 billion revenue affiliate of the Swiss public company Adecco Group AG, a Fortune Global 500 company. Operations of Adecco Staffing US consisted of more than 450 branch locations and approximately 1,600 colleagues with a diverse portfolio of clients. Ms. Russell started with Adecco in 1987 as a Branch Manager and held numerous management positions prior to being appointed President in 2004. Ms. Russell is a panelist and participates at the World Economic Forum in Davos and Fortune’s Most Powerful Women Summits. Ms. Russell serves as Chairperson of the Board of Directors of the American Staffing Association. Ms. Russell and her family reside in Charlotte, North Carolina and holds a Bachelor of Arts degree in business and communications from Baylor University. We believe that Ms. Russell’s extensive experience in human resources and staffing makes her a valuable addition to our Board of Directors.

Family Relationships

There are no family relationships among ~~its members one~~the officers and director nominees, nor are there any arrangements or ~~more committees and alternate members thereof,~~understanding between any of the director nominees or officers of our Company or any other person pursuant to which any officer or director was or is to be selected as ~~they deem desirable, each consisting~~an officer or director.

Involvement in Certain Legal Proceedings

During the past ten years, none of our directors, executive officers, promoters, control persons, or nominees has been:

	●	the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

	●	convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

	●	subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

	●	found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law;

	●	the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation; (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

	●	the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Vote Required

The nominees for director who receive the greatest number of votes FOR election (also known as a plurality) will be elected as directors. You may vote either FOR all of the nominees, WITHHOLD your vote from all of the nominees or WITHHOLD your vote from any one or more of the ~~directors,~~nominees. Votes that are withheld will not be included in the vote tally for the election of directors. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of directors. As a result, any shares not voted by a beneficial owner will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.

THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES NAMED ABOVE AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A SHAREHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

INFORMATION ABOUT THE BOARD OF DIRECTORS, COMMITTEES AND CORPORATE GOVERNANCE

Board Leadership Structure

The Board has no set policy with ~~such powers~~respect to the separation of the offices of Chairman and ~~authority (to~~Chief Executive Officer. Currently, William H. Milmoe and Tony Lau each serve as Co-Chairpersons of the ~~extent permitted by law~~Board and ~~these bylaws)~~John Fieldly serves as ~~may be provided in such resolution.~~Chief Executive ~~officers serve~~Officer. Our Board of Directors does not have a lead independent director. Our Board of Directors has determined that its leadership structure is appropriate and effective for us at this time, given our stage of development. As Mr. Milmoe is not standing for re-election as a director at the ~~pleasure~~Annual Meeting, at the meeting of the Board of Directors to be held following the Annual Meeting, the Board of Directors will determine whether there will be a single Chairperson or Co-Chairpersons of the Board and who will fill that position or those positions.

Director Attendance at Board, Committee, and Other Meetings

During the year ended December 31, 2020, the Board of Directors held eight (8) meetings, the Audit and Enterprise Risk Committee met five (5) times, and the Human Resource and Compensation Committee met two (2) times. The Governance and Nominating Committee met four (4) times. No director attended fewer than 75% of the board or of ~~directors.~~

any committee such director served on. We do not have a formal policy in place with respect to director attendance at the Company’s annual meeting of shareholders.

Board Committees and Independence

~~In November 2009, our board~~

Our Board of ~~directors~~Directors has established three standing committees, ~~an audit~~the Audit and Enterprise Risk committee, ~~a compensation committee~~the Human Resource and ~~a nominating~~Compensation Committee and ~~corporate governance committee.~~the Governance and Nominating Committee. The ~~audit committee~~Audit and Enterprise Risk Committee currently consists of Ms. Levy, Messrs. Lynch, Kravitz and Milmoe, the Human Resource and Compensation Committee currently consists of Messrs. ~~Cast, Nast~~Kravitz, Castaldo and ~~Lynch, the compensation committee currently consists of Messrs. Cast, Nast and Milmoe~~Harrington and the ~~nominating~~Governance and ~~corporate governance committee~~ Nominating Committee currently consists of Messrs. Milmoe, ~~Nast~~Lau and ~~Cast.~~

Lynch. As a result of Messrs. Harrington, Milmoe and Lynch not standing for re-election as directors at the Annual Meeting and there being three new director nominees who, if elected, will join the Board of Directors after the Annual Meeting, it is anticipated that at the meeting of the Board of Directors to be held following the Annual Meeting, the Board of Directors will determine the composition of our three standing committees.

Our ~~board~~Board of ~~directors~~Directors has determined that each of ~~Messrs. Cast, Nast, Lynch~~our current directors, except John Fieldly, and ~~Milmoe~~each of our director nominees is ~~“independent”~~“independent” within the meaning of the applicable rules and regulations of the ~~Securities and Exchange Commission~~SEC and the listing standards of the Nasdaq Stock Market.

In addition, we believe ~~each of~~Ms. Levy and Messrs. ~~Cast, Nast,~~Lynch, Kravitz, and Milmoe, ~~and Lynch qualifies~~as well as director nominee Ms. Miller qualify as an ~~“audit~~“audit committee financial ~~expert”~~expert” as the term is defined by the applicable rules and regulations of the ~~Securities~~SEC and ~~Exchange Commission and the listing standards of~~ the Nasdaq Stock Market listing standards, based on their respective business professional experience in the financial and accounting fields.

Audit and Eterprise Risk Committee

The ~~audit committee~~Audit and Enterprise Risk Committee assists our ~~board~~Board of ~~directors~~Directors in its oversight of the ~~Company’s~~company’s accounting and financial reporting processes and the audits of ~~our Company’s~~the company’s financial statements, including (i) the quality and integrity of ~~our Company’s~~the company’s financial statements, (ii) ~~our~~the company’s compliance with legal and regulatory requirements, (iii) the independent auditors’ qualifications and independence and (iv) the performance of our ~~Company’s~~company’s internal audit functions and independent ~~accountants,~~auditors, as well as other matters which may come before it as directed by the ~~board~~Board of ~~directors.~~Directors. Further, the ~~audit committee,~~Audit and Enterprise Risk Committee, to the extent it deems necessary or appropriate, among its several other responsibilities, shall:

· `

●

be responsible for the appointment, compensation, retention, termination and oversight of the work of any independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for our ~~Company;~~company;

●

discuss the annual audited financial statements and the quarterly unaudited financial statements with management and the independent ~~accountants~~auditor prior to their filing with the ~~Securities and Exchange Commission~~SEC in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q;

●

review with ~~our Company’s~~the company’s financial management on a period basis (a) issues regarding accounting principles and financial statement presentations, including any significant changes in our company’s selection or application of accounting principles, and (b) the effect of any regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of our company;

●

monitor our Company’s policies for compliance with federal, state, local and foreign laws and regulations and our company’s policies on corporate conduct;

●

maintain open, continuing and direct communication between the ~~board~~Board of ~~directors,~~Directors, the ~~audit committee~~Audit and Enterprise Risk Committee and our independent ~~accountants;~~auditors; and

●

monitor our compliance with legal and regulatory requirements and shall have the authority to initiate any special investigations of conflicts of interest, and compliance with federal, state and local laws and regulations, including the Foreign Corrupt Practices Act, as may be warranted.

~~The audit committee was formed on November 6, 2009~~

Mr. Lynch is the current chairperson of our Audit and ~~did~~Enterprise Risk Committee, but is not ~~meet in 2009.~~

standing for re-election as a director at the Annual Meeting.

Human Resource and Compensation Committee

The ~~compensation committee~~Human Resource and Compensation Committee aids our ~~board~~Board of ~~directors~~Directors in meeting its responsibilities relating to the compensation of our company’s executive officers and to administer all ~~of our~~ incentive compensation plans and equity-based plans of the Company, including the plans under which Company securities may be acquired by directors, executive officers, employees and consultants. Further, the ~~compensation committee,~~Human Resource and Compensation Committee, to the extent it deems necessary or appropriate, among its several other responsibilities, shall:

●

review periodically ~~our~~the Company’s philosophy regarding executive compensation to (i) ensure the attraction and retention of corporate officers; (ii) ensure the motivation of corporate officers to achieve our company’s business objectives, and (iii) align the interests of key management with the long-term interests of ~~our~~the Company’s shareholders;

●

review and approve corporate goals and objectives relating to Chief Executive Officer compensation and ~~our~~ other executive ~~officers;~~officers of Celsius;

●

make recommendations to the ~~board~~Board of ~~directors~~Directors regarding compensation for non-employee directors, and review periodically non-employee director compensation in relation to other comparable companies and in light of such factors as the ~~compensation committee~~Human Resource and Compensation Committee may deem appropriate; and

●

review periodically reports from management regarding funding the Company’s pension, retirement, long-term disability and other management welfare and benefit plans.

Mr. ~~Milmoe~~Kravitz is the ~~chairman~~current chairperson of our ~~compensation committee.~~

Human Resource and Compensation Committee.

Governance and Nominating Committee

The ~~compensation committee was formed on November 6, 2009~~Governance and ~~met on three occasions during 2009. All then members of the compensation committee were present at all such meetings.~~

Nominating ~~and Corporate Governance~~ Committee

~~The nominating and corporate governance committee~~ recommends to the ~~board~~Board of ~~directors~~Directors individuals qualified to serve as directors and on committees of the ~~board~~Board of ~~directors~~Directors to advise the ~~board~~Board of ~~directors~~Directors with respect to the ~~board~~Board of ~~directors~~Directors composition, procedures and committees to develop and recommend to the ~~board~~Board of ~~directors~~Directors a set of corporate governance principles applicable to ~~our company;~~the Company; and to oversee the evaluation of the ~~board~~Board of ~~directors~~Directors and ~~our Company’s~~Celsius’ management. The Company has adopted a formal written charter, as applicable, addressing the nominations process and such related matters as may be required under the federal securities laws. The nominating committee does not have a policy to consider diversity in nominating directors.

Further, the ~~nominating~~Governance and ~~corporate governance committee,~~Nominating Committee, to the extent it deems necessary or appropriate, among its several other responsibilities shall:

●

recommend to the ~~board~~Board of ~~directors~~Directors and for approval by a majority of independent directors for election by shareholders or appointment by the ~~board~~Board of ~~directors~~Directors as the case may be, pursuant to our bylaws and consistent with the ~~board~~Board of ~~director’s~~Director’s evidence for selecting new directors;

●

review the suitability for continued service as a director of each member of the ~~board~~Board of ~~directors~~Directors when his or her term expires or when he or she has a significant change in status;

●

review annually the composition of the board of directors and to review periodically the size of ~~the board~~Board of ~~directors;~~Directors;

●

make recommendations on the frequency and structure of ~~board~~Board of ~~directors~~Directors’ meetings or any other aspect of procedures of the ~~board~~Board of ~~directors;~~Directors;

●

make recommendations regarding the chairmanship and composition of standing committees and monitor their functions;

●

review annually committee assignments and chairmanships;

●

recommend the establishment of special committees as may be necessary or desirable from time to time; and

●

develop and review periodically corporate governance procedures and consider any other corporate governance issue.

Messrs. Milmoe and Lau are the current co-chairpersons of our Governance and Nominating committee. Mr. Milmoe is not standing for re-election as a director at the ~~chairman~~Annual Meeting.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than 10% of our ~~nominating~~common stock (collectively, the “Reporting Persons”) to report their ownership of and ~~corporate governance committee.~~

~~The nominating and corporate governance committee was formed on November 6, 2009 and did not meet during 2009.~~

~~Governance Structure~~

The Company has chosen to combine the principal executive officer and chairman of the board positions. Given the relatively small size of the Company, combining the principal executive officer and board chairman positions is the most efficient board leadership structure. Further, five (5) of the Company’s seven (7) board members are independent. Duetransactions in our common stock to the ~~significant majority~~SEC. Copies of ~~independent~~these reports are also required to be supplied to us. To our knowledge, based on our review of such reports, during the year ended December 31, 2020 the Reporting Persons complied with all applicable Section 16(a) reporting requirements.

Code of Ethics

We have adopted a code of ethics that applies to all of our executive officers, directors and employees. The code of ethics codifies the ~~Company believes~~business and ethical principles that ~~combining the principal~~govern all aspects of our business. This document will be made available in print, free of charge, to any shareholder requesting a copy in writing from our Secretary at our executive ~~officer and board chairman positions is the most appropriate board leadership structure for the Company.~~

~~No lead independent director has been designated to chair meetings of the independent directors.~~

offices in Boca Raton, Florida.

Board of Directors Role in Risk Oversight

~~The Company’s audit committee has~~

Members of the Board of Directors have periodic meetings with management and the Company’s independent ~~accountants~~auditors to perform risk oversight with respect to the Company’s internal control processes. The ~~Company’s audit committee is comprised of independent directors and chaired by an independent director. The~~ Company believes that the ~~board’s~~Board’s role in risk oversight does not materially affect the leadership structure of the ~~Company.~~

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

~~Section 16(a)~~Company.

Consideration of Director Nominees

We seek directors with the ~~Securities Exchange Act~~highest standards of ~~1934 requires our executive officers,~~ethics and integrity, sound business judgment, and the willingness to make a strong commitment to the Company and its success. The Governance and Nominating Committee works with the Board on an annual basis to determine the appropriate and desirable mix of characteristics, skills, expertise, and experience for the full Board and each committee, taking into account both existing directors and ~~persons who own more than ten percent (10%)~~all nominees for election as directors, as well as any diversity considerations and the membership criteria applied by the Governance and Nominating Committee. The Governance and Nominating Committee and the Board, which do not have a formal diversity policy, consider diversity in a broad sense when evaluating Board composition and nominations; and they seek to include directors with a diversity of experience, professions, viewpoints, skills, and backgrounds that will enable them to make significant contributions to the Board and the Company, both as individuals and as part of a registered class of our equity securities to file reports of ownership of, and transactions in, our equity securities with the SEC. Such directors, executive officers and ten percent (10%) shareholders also are required to furnish us with copies of all Section 16(a) reports they file.

Based on a review of the copies of such reports and the written representations of such reporting persons, we believe that all Section 16(a) filing requirements applicable to our directors, executive officers and ten percent (10%) shareholders were complied with during 2009, with the exception of the following:

·	~~Late filing of Form 3 on behalf of Thomas E. Lynch.~~

·	~~Late filing of Form 4 in two instances on behalf each of Carl DeSantis and William Milmoe.~~

·	~~Failure to file a Form 4 by Lucille Santini upon entry into a convertible loan agreement with our Company.~~

~~We believe that each of the foregoing was inadvertent.~~

~~Ethics and Values~~

We have a code of ethics that applies to all employees (including our principal executive officer, principal financial officer and principal accounting officer, and persons performing similar functions) and members of the boardgroup of directors. The ~~code~~Board evaluates each individual in the context of ~~ethics is based upon~~ the ~~philosophy~~full Board, with the objective of recommending a group that each director, each executive officer, and each other person in a responsible position will lead by example and foster a culture that emphasizes trust, integrity, honesty, judgment, respect, managerial courage, and responsibility. Each director and every employee is expected to act ethically at all times and adherecan best contribute to the ~~policies, as well as the spirit~~success of the ~~code.~~

~~You can find our code~~business and represent shareholder interests through the exercise of ~~ethics on our website~~sound judgment. In determining whether to recommend a director for re-election, the Governance and Nominating Committee also considers the director’s attendance at ~~www.celsius.com, under~~meetings and participation in and contributions to the ~~“Investor Information” section~~activities of the ~~“Investors” menu. We~~Board and its committees.

The Governance and Nominating Committee will ~~provide, upon request~~consider director candidates recommended by shareholders, and its process for considering such recommendations is no different than its process for screening and evaluating candidates suggested by directors, management of the Company, or third parties.

Communications with the Board of Directors

Shareholders and other parties may communicate directly with the Board of Directors or the relevant Board member by addressing communications to:

Celsius Holdings, Inc.

c/o Corporate Secretary

2424 N Federal Highway, Suite 208

Boca Raton, Florida 33134

All shareholder correspondence will be compiled by our corporate secretary. Communications will be distributed to the Board of Directors, or to any ~~shareholder~~individual director or directors as appropriate, depending on the facts and ~~without charge a printed copy of our code of ethics. The information contained on our website is not a part of this proxy statement. We intend~~circumstances outlined in the communications. Items that are unrelated to ~~post any amendments to or waivers from our code of business conduct~~the duties and ~~ethics on our website.~~

~~EXECUTIVE OFFICERS~~

~~Our executive officers are:~~

~~Name~~

~~Age~~

~~Position~~

~~Stephen C. Haley~~

~~Chief Executive Officer, President and Chairman~~responsibilities of the Board of Directors may be excluded, such as:

	●	junk mail and mass mailings;


~~Geary W. Cotton~~●		58	~~Chief Financial Officer~~resumes and ~~director~~other forms of job inquiries;


~~Jeffrey Perlman~~●		45	~~Chief Operating Officer~~surveys; and


~~Janice H. Haley~~●		48	~~Vice President of Strategic Accounts~~solicitations and ~~Business Development~~advertisements.

~~Below~~

In addition, any material that is ~~a summary of the business experience of~~unduly hostile, threatening, or illegal in nature may be excluded, provided that any communication that is filtered out will be made available to any independent director upon request.

EXECUTIVE OFFICERS

The following persons are our executive officers ~~who do not serve on our Board of Directors. The business experience of~~and hold the ~~nominees to our Board of Directors appears under the caption “Director Nominees” beginning on page 9.~~

~~Jeffrey L. Perlman~~ is our Chief Operating Officer. Mr. Perlman joined our Company in such capacity in January 2009. From 2002 to December 2008 Mr. Perlman was President of Community Ventures Inc., a consulting firm offering business development, public relations, government relations, strategic planning, publishing and economic development services. Mr. Perlman is the former mayor of the City of Delray Beach. Mr. Perlman is also a member of the board of directors of the Business Development Board of Palm Beach County, the Greater Delray Beach Chamber of Commerce and several other non-profit organizations. Mr. Perlman holds a BA in Political Science from the State University of New York, College at Oswego.

~~Janice H. Haley~~ is our Vice President of Strategic Accounts and Business Development and has served in such capacity since our acquisition of Elite FX, Inc. in January 2007. Ms. Haley joined Elite FX, Inc., in June 2006 as

Vice President of Marketing. From 2001 to June 2006, Ms. Haley, together with her husband Stephen C. Haley, was an investor in beverage distribution and manufacturing companies. Ms. Haley has over 20 years management expertise including the software technology industry in enterprise applications and manufacturing industries specializing in business strategy, sales and marketing. From 1999 to 2001 she was Director of Corporate Communications of MAPICS. From 1997 to 1999 she worked as Vice President of Marketing of Pivotpoint. Ms. Haley holds a BSBA in Marketing from University of Florida.

~~Janice Haley is Stephen C. Haley’s spouse. There are no other family relationships among our directors and executive officers.~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

The following discussion analyzes our compensation policies and decisions for our named executive officers. The focus of the discussion is on the fiscal year ended December 31, 2009. However, when relevant, the discussion covers actions regarding compensation for our named executive officers that were taken after the conclusion of fiscal year 2009.

~~Named Executive Officers~~

This proxy statement contains information about the compensation paid to our named executive officers during the fiscal year ended December 31, 2009. For 2009, in accordance with the rules and regulations of the Securities and Exchange Commission, we determined that Stephen C. Haley, Jan A. Norelid, Jeffrey L. Perlman and Janice H. Haley were our named executive officers. Mr. Norelid stepped down from his positions as Chief Financial Officer and a director of the Company in January 2010.

~~Philosophy~~

All of our compensation programs are designed to attract and retain key employees, motivate them to achieve, and reward them for superior performance. We believe that our executive compensation program impacts all of our employees by setting general levels of compensation and helping to create an environment of goals, rewards, and expectations. Because we believe the performance of every employee is important to our success, we are mindful of the effect of our executive compensation and incentive programs on all of our employees.

In determining compensation, job level, individual performance and Company performance are considered. More specifically, factors considered include the Chief Executive Officer's recommendations, specific accomplishments of the executive officers, the Company's historical and projected performance, sales, earnings, financial condition and return on equity and economic conditions. These factors and the ultimate determination of compensation are subjective. The Company attempts to provide incentives to retain qualified executive officers, but also believes that the cash compensation paid to its executives is well below the range of compensation paid to similarly situated executives at companies in similar industries or at companies having similar market capitalization. Given the level of the Company's executive officers compensation, the compensation committee does not believe that it is necessary to incur the expense of formal studies or market analysis.

As the Company in the past has not had the capability to properly compensate its executive officers, we have put a lot of emphasis on the non-cash element of the compensation, principally stock option grants. We intend to continue to issue stock option grants to our executive officers.

~~Policies and Practices~~

The compensation committee annually reviews all elements of each named executive officer’s total compensation. The members of the compensation committee have also current business experience that allows them to compare the compensation of our named executive officers with that of executive officers in an appropriate market comparison group.

The compensation committee determines the annual compensation for our chief executive officer. The compensation committee also determines the aggregate level of compensation to be paid to other members of our senior management team. In setting the aggregate level of executive compensation, the compensation committee considers recommendations made to it by our chief executive officer.

While bonuses are also related to individual performance, Company performance is emphasized more in determining bonus payments than in determining salary. This is particularly true at the highest level of management. In considering performance, generally revenue is most emphasized, although earnings and financial condition are also considered. The amount of any bonus is not tied to specific performance criteria, but is also subjectively determined based upon an analysis of the aforementioned factors. An executive officer could receive a bonus in a year where the Company is not profitable, based upon his or her individual performance or areas of responsibility. The Company also attempts to provide incentives to its executive officers to remain with the Company and to improve performance through the grant of stock options or other equity incentives. Options allow executive officers to share, to some extent, in shareholders' return on equity. Typically, Company stock options vest annually in equal amounts over a three year period. The determination of how many stock options to grant to an executive officer depends, to varying degrees, on the number of outstanding stock options held by the executive officer, his job level and performance and Company performance.

~~Components of Executive Compensation~~

Our compensation packages with our named executive officers include a base salary, cash bonus, stock options, and perquisites that are generally given to all employees. Each such component is discussed below.

~~Base Salary.~~ ~~We pay each of our named executive officers a base salary pursuant to the terms of~~offices set forth opposite their ~~employment agreements entered into in January 2007, which were replaced by new agreements in December 2009. The base salary for our~~names.

Name	Age	Principal Occupation	Officer Since
John Fieldly	41	President and Chief Executive Officer	2016
Edwin Negron-Carballo	59	Chief Financial Officer	2018

John Fieldly, Chief Executive Officer and ~~former~~Director

The biography for John Fieldly is contained in the information disclosures relating to the Company’s nominees for director.

Edwin Negron-Carballo, Chief Financial Officer ~~were increased by 15%~~

Mr. Negron-Carballo became Chief Financial Officer in July 2018. He is well versed in USGAAP and IFRS as a Certified Public Accountant and has significant experience in mergers and acquisitions, as well as Master’s degree in Business Administration from the Olin School of Business at Washington University in St. Louis, MO. Mr. Negron-Carballo served as the Chief Financial Officer of Concurrent Manufacturing Solutions, LLC from October 2012 to ~~$165, 000 annually in June of 2009. In deciding the amount of base salary to be paid to each named executive officer, the Board~~December 2017. Mr. Negron-Carballo’s prior experience also ~~considered our desire to retain our named executive officers, whom we view as critical to achieving our short-term and long-term goals.~~

~~Cash Bonus.~~ The employment agreements have cash bonus stipulations, but due to the lack of financing and internally generated cash flow of the Company no cash bonus has been paid in 2009 to any named executive officer. It is the intention of the compensation committee in 2010 to determine goals and objectivesincludes working for ~~the Company and its named executives and issue cash bonuses at the end of the year as determined by the compensation committee.~~

~~Restricted Stock Grants.~~ ~~During 2009, we did not award any restricted stock grants.~~

~~Stock Options.~~ During 2009, we awarded stock options to our named executive officers because we believe stock options align their interests with our shareholders’ long-term interests. The board (prior to formation of the compensation committee) determined the amount of stock options to award to each of our named executive officers based on the number of shares of common stock outstanding and the percentage it believed provided long-term incentives for each of our named executive officers. The compensation committee has the discretion to determine the size and terms of stock option or other equity incentive awards.

~~Perquisites.~~ ~~Generally any perquisites given to the named executives are part of the general employment policies of the Company,~~major companies such as ~~contribution to health insurance cost~~KPMG, Sodexo, S.A., Tyco Healthcare-Latin America, Energizer Battery and ~~401K plan, car allowance and cost of cell phone used in executing the employee’s duties. No other material perquisites have been issued.~~

~~Change in Control Payments~~

We have agreed to make certain payments to our named executive officers upon the occurrence of a change of control as defined in each of our named executive officer’s employment agreements, except for control acquired by CD Financial, LLC or its affiliates for more information regarding such change of control payments, see “Employment Agreements” on page 15 of this proxy statement. We decided to include change of control payments in each of our named executive officer’s employment agreement because it serves as a further means to attract, recruit and retain our named executive officers. We consider such change in control payments an appropriate method to motivate our named executive officers if we decide to pursue a sale of the company as an appropriate way of maximizing shareholder value. Since the compensation committee would not consider any such transaction unless shareholder value was maximized, the compensation committee believes any such costs for such a change of control payment would be minimal in comparison to the value delivered to shareholders.

Frito-Lay.

EXECUTIVE COMPENSATION

Summary Compensation ~~Consultants~~

~~Neither the compensation committee nor Company management has engaged outside compensation consultants.~~

~~COMPENSATION OF NAMED EXECUTIVE OFFICERS AND DIRECTORS~~

~~Executive Compensation~~

Table

The following table sets forth certain information concerning the compensation paid to our Chief Executive Officer and Chief Financial Officer, ~~and~~who are our two ~~other most highly compensated~~ executive officers, ~~who earned at least $100,000~~ during the ~~periods described below. No other executive officer had compensation of $100,000 or more for the periods described below.~~

years ended December 31, 2020, 2019 and 2018.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards (#)			Other ($)		Total ($)

John Fieldly, CEO⁽¹⁾	2020		464,526		284,782		4,129	⁽³⁾		6,201		755,509
	2019		422,300		234,377		400,000	⁽⁴⁾		5,889		662,566
	2018		410,000		223,450		450,000	⁽⁵⁾		8,668		642,118

Edwin Negron-Carballo, CFO⁽²⁾	2020		270,000		112,340		4,129	⁽⁶⁾		527		382,867
	2019		206,000		67,980		350,000	⁽⁷⁾		508		274,488
	2018		92,308		33,825		150,000	⁽⁸⁾		658		126,791

~~2009 Summary Compensation Table~~.

Name and Principal Position Year Salary
Stock
Awards

Option
Awards(3)

All Other (1)
Compensation

Total(4)
Compensation

Stephen C. Haley, 2009 $ 159,877 $ -- $ 145,007 $ -- $ 304,884
President, CEO and 2008 $ 141,231 $ -- $ -- $ -- $ 141,231
Chairman of the Board 2007 $ 93,877 $ -- $ 24,769 $ 51,000 $ 169,646

Jan A. Norelid, 2009 $ 159,877 $ -- $ 145,007 $ 7,478 $ 312,361
CFO (2)
2008 $ 141,092 $ -- $ 62,120 $ 7,200 $ 210,412
2007 $ 135,831 $ 25,000 $ 20,271 $ 4,985 $ 186,087

Jeffrey Perlman, 2009 $ 141,231 $ -- $ 317,703 $ -- $ 458,934
COO 2008 $ -- $ -- $ -- $ -- $ --
2007 $ -- $ -- $ -- $ -- $ --

Janice H. Haley, 2009 $ 123,615 $ -- $ 72,503 $ -- $ 196,118
Vice President 2008 $ 98,077 $ -- $ 17,256 $ -- $ 115,333
2007 $ 103,846 $ -- $ 33,025 $ -- $ 136,871

~~_______________~~

(1)	~~From~~Mr. Fieldly was appointed Chief Executive Officer on April 16, 2018. Mr. Fieldly joined Celsius in January 2012 as its Chief Financial Officer and from March ~~2006 through part of May 2007~~2017 to March 2018 served as Interim Chief Executive Officer and Chief Financial Officer.

(2)	Mr. Negron-Carballo joined the Company ~~accrued Mr. Haley’s salary of $171,000. The accrued amounts~~on July 18, 2018 as Chief Financial Officer.

(3)	Represents restricted stock awards where 4,129 shares are ~~shown under All Other Compensation as $51,000 for 2007.~~immediately vested in July 2020.

~~(2)~~

~~Mr. Norelid received $7,478, $7,200 and $4,985 in health insurance reimbursement, for 2009, 2008 and 2007, respectively.~~

~~(3)~~

~~Mr. Norelid stepped down as an executive officer and director or our Company in January 2010.~~

(4)	~~All option awards represent the full grant date fair value of the awards issued during the years presented.~~

~~(5)~~

~~There were no bonus, no non-equity incentive plan compensation and no non-qualified deferred compensation earnings during any of 2007, 2008 and 2009.~~

~~2009 Director Compensation~~

~~The following table sets forth with respect to the named director, compensation information inclusive of equity awards and payments made in the year ended December 31, 2009:~~

Name Fees earned or paid in cash Stock Awards
Option Awards (6)
All Other Compensation
Total (7)
Compensation

James R. Cast (1)(2)
$ 4,000 $ -- $ 13,533 $ -- $ 17,533
William H Milmoe (1)(3)
$ 4,000 $ -- $ 54,132 $ -- $ 58,132
Geary W. Cotton (1)(3)
$ 4,000 $ -- $ 54,132 $ -- $ 58,132
Thomas E. Lynch (4)
$ -- $ -- $ 36,934 $ -- $ 36,934
Richard J. Swanson (5)
$ -- $ -- $ 25,750 $ -- $ 25,750

~~________________~~

~~(1)~~

~~Cash compensation to non-employee directors through December 31, 2009 was set at $4,000 annually. The fee of $4,000 for the year of service ended in January 2009 was paid to the directors in 2010.~~

~~(2)~~

Represents stock options granted under our 2015 Incentive Stock Plan to purchase ~~2,500~~150,000 and 150,000 shares of common stock ~~issued to Mr. Cast in August 2009~~ at an exercise price ~~equal~~of $3.72 and $3.23 per share. The options vest in three annual installments commencing one year from the date of grant, subject to ~~$10.80 per share.~~continued employment and expire ten (10) years from the date of grant. In addition, a 100,000-share restricted stock award was granted to Mr. Fieldly subject to a vesting schedule where 40,000 shares are immediately vested and 60,000 shares vest in the sole discretion by the Board of Directors upon their determination on October 23, 2020, that Func Food’s operations have been successfully integrated into the Company.

~~(3)~~ (5)

Represents stock options granted under our 2015 Incentive Stock Plan to purchase ~~10,000~~150,000 and 300,000 shares of common stock ~~issued to Mr. Milmoe and Mr. Cotton in August 2009~~ at an exercise price ~~equal~~of $5.80 and $4.48 per share. The options vest in three annual installments commencing one year from the date of grant, subject to ~~$10.80 per share~~continued employment and expire ten (10) years from the date of grant.

~~(4)~~
(6)	Represents restricted stock awards where 4,129 shares are immediately vested in July 2020.

(7)

Represents stock options granted under our 2015 Incentive Stock Plan to purchase ~~10,000~~150,000 and 150,000 shares of common stock ~~issued to Mr. Lynch in November 2009~~ at an exercise price ~~equal~~of $3.72 and $3.23 per share. The options vest in three annual installments commencing one year from the date of grant, subject to ~~$7.20 per share~~continued employment and expire ten (10) years from the date of grant. In addition, a 50,000 shares restricted stock award was granted to Mr. Negron-Carballo subject to a vesting schedule where 20,000 shares are immediately vested and 30,000 shares vest in the sole discretion by the Board of Directors upon their determination on October 23, 2020, that Func Food’s operations have been successfully integrated into the Company.

~~(5)~~ (8)

Represents stock options granted under our 2015 Incentive Stock Plan to purchase ~~10,000~~150,000 shares of common stock ~~issued to Mr. Swanson in December 2009~~ at an exercise price ~~equal~~of $4.60 per share. The options vest in three annual installments commencing one year from the date of grant, subject to ~~$5.06 per share~~continued employment and expire ten (10) years from the date of grant.

In addition, executive officers are entitled to participate in benefit plans maintained for employees of the Company generally.

~~(6)~~

~~All option awards represent the full grant date fair value of the awards issued during the year~~

~~(7)~~

~~There were no stock awards, no non-equity incentive plan compensation and no non-qualified deferred compensation earnings during 2009.~~

Employment ~~Agreements~~

~~We are party to an~~Agreement

On August 1, 2020, the Company entered into a new employment agreement (the “Fieldly Employment Agreement”) with ~~Stephen C. Haley,~~John Fieldly, our Chief Executive ~~Officer and Chairman~~Officer. The initial term of the ~~Board, which expires on~~Fieldly Employment Agreement is from January 1, 2021 through December 31, ~~2011.~~2023. The ~~agreement with Mr. Haley~~Fieldly Employment Agreement provides for a base annual salary of ~~$165,000~~$464,530, eligibility for performance-based incentive bonuses, pursuant to such criteria as may be established by our Human Resource and ~~a discretionary annual bonus.~~Compensation Committee and the grant of options to Mr. ~~Haley is entitled~~Fieldly under our 2015 Incentive Stock Plan to purchase 300,000 shares of our common stock. The Fieldly Employment Agreement provides for severance ~~benefits if his employment is terminated upon his death or by us other than for cause. These severance benefits include (a) a lump sum payment in the event of his death~~payments equal to ~~his~~(i) the annual base salary plus the annualized amount of incentive compensation paid Mr. Haley most recently multiplied by the term remaining in his employment agreement and (b) a lump sum payment in the event of a termination other than for cause equal to his annual base salary plus the annualized amount of incentive compensation paid Mr. Haley most recently multiplied by the greater of the term remaining in his employment agreement or one year, and a ~~continuation of all other benefits through~~pro rata performance bonus for the greater of the term remaining in his employment agreement or one year. If Mr. Haley terminates his employment for reasons other than our breach of the agreement or if we terminate the agreement for cause, Mr. Haley will not be entitled to severance benefits.

We are also party to employment agreement with Janice Haley, our Vice President, which provides for a base annual salary of $120,000 and an annual discretionary bonus. This agreement expires December 31, 2010. If Ms. Haley’s employment agreement is terminated other than for cause she is entitled to severance benefits equal to one twelfth of the sum of her then current annual base salary plus the annualized amount of incentive compensation paid to her within the last year before the date of termination, multiplied by the greater of (i) the number of ~~full and partial~~ months remaining in the term (up to a maximum of ~~the agreement or (ii) three (3) months.~~

If after a change of control, excluding control by CD Financial, LLC and/or its affiliates, either Mr. Haley or Ms. Haley terminates his or her respective employment agreement, then a severance benefit is due to the employee. The severance benefits consist of a lump sum payment equal to his or her annual base salary plus the annualized amount of incentive compensation multiplied by two (2) years,6 months) in the ~~case~~event of ~~Mr. Haley, and the greater of six (6) months or the remaining employment agreement term~~termination upon death; (ii) twelve months’ salary in the ~~case~~event of ~~Ms. Haley.~~

On January 5, 2009 we entered into an employment agreement with Jeffrey Perlman, our Chief Operating Officer. It provides for a base annual salary of $144,000, and an annual discretionary bonus. If Mr. Perlman’s employment agreement is terminatedtermination other than for “cause ~~he is entitled to severance~~” (as defined therein); and (iii) a “golden parachute” payment in an amount equal to ~~his then current annual base salary plus~~twice the ~~annualized amount of incentive~~total compensation ~~paid to him within~~(including performance bonus, if any) for the ~~last year before the termination date, multiplied by the number of full and partial~~two prior calendar years ~~remaining~~ in the ~~term~~event of ~~the agreement.~~

Bonus plans have not yet been established by the compensation committee, but may contain items such as goals to achieve certain revenue, to reduce cost of production, to achieve certain gross margin, to achieve financing and similar criteria.

~~These employment agreements may be terminated by us for~~ termination without “cause ~~which includes the executive committing an act or an omission resulting in~~” following a willful and material breach of or failure or refusal to perform his or her duties, committing fraud, embezzlement, misappropriation of funds or breach of trust in connection with his or her services, conviction of any crime which involves dishonesty or breach of trust, or acts of gross negligence in the performance of his or her duties (provided that we give the executive notice of the basis for the termination and an opportunity for

~~fifteen (15) days to cease committing the alleged conduct) or violation of the confidentiality or non-competition requirements of the employment agreement.~~

Under the terms of each of the employment agreements, during the term of employment and during the severance period, but in no event not less than one year, after termination of employment, neither Mr. Haley nor Ms. Haley may own, manage or work for, directly or work for, a competitive business in any geographic region in which we conduct business. A competitive business is the manufacturing export, sale or distribution of calorie-burning beverages and supplements. The post-employment non-compete period for an employee can be extended by an additional year if we pay the employee an amount equal to thirty percent (30%) of his or her last annual base salary and bonuses.

We entered into an employment agreement with Geary W. Cotton, who became our Chief Financial Officer in January 2010, which consists of a base salary of $120,000 and a grant under our Amended 2006 Stock Incentive Plan of options to purchase 150,000 shares of common stock at an exercise price of $4.25 per share, vesting over a three-year period. The agreement with Mr. Cotton also sets forth severance, “change in control” (as defined therein). The Fieldly Employment Agreement also contains customary confidentiality and non-competition ~~provisions comparable to those contained in the employment agreements with Mr. Haley.~~

In January 2010, Jan Norelid, who had served as our Chief Financial Officer and a director since January 2007, stepped down from those positions. Mr. Norelid will remain with the Company for a period of between three and six months to assist Geary W. Cotton, who became our Chief Financial Officer in January 2010. We recognized an expense of $340,000 in severance pursuant to the terms of his employment.

provisions.

Outstanding Equity Awards at ~~December 31, 2009~~

Fiscal Year-End

The following table sets forth information with respect to stock awards and grants of options to purchase our common stock outstanding to the named executive officers at December 31, ~~2009.~~

2020.

Number of
securities
underlying
unexercised
Options (#)⁽¹⁾

Number of
securities
underlying
unexercised
unearned
options

Weighted
average option
exercise
price

Option
expiration

Name

Exercisable

Un-exercisable

(#)⁽¹⁾

($)⁽¹⁾

date

John Fieldly, CEO

690,000

350,000

3.04

Various

Edwin Negron-Carballo, CFO

155,556

250,000

3.88

Various

~~Option awards:~~

Number of Securities Underlying unexercisedOptions (#) Equity incentive plan awards: Number of securities underlying unexercised unearned
Option
exercise

Option
expiration

Name Exercisable Unexercisable options (#) price($) date
Stephen C. Haley, CEO -- -- 25,000 $ 10.80 8/7/2019
Jan A. Norelid, CFO -- -- 25,000 $ 10.80 8/7/2019
Jeffrey Perlman, COO (3)
-- -- 100,000 $ various various
Janice H. Haley, VP -- -- 12,500 $ 10.80 8/7/2019

~~(1)~~

~~Adjusted to give effect to our 1-for-20 reverse~~⁽¹⁾

Represents grants of stock ~~split implemented in December 2009. All grants are~~options under our Amended 2006 Incentive Stock Plan and 2015 Incentive Stock Plan.

~~(2)~~

~~Mr. Norelid stepped down as an executive officer and director of our company in January 2010.~~

~~(3)~~

~~Mr. Perlman was granted 50,000 options with an exercise price of $0.86 in January 2009 and 50,000 options with an exercise price of $10.80 in August 2009, both of which expire 10 years after issuance.~~

~~(4)~~

~~There were no stock awards in 2009.~~

In January 2010, options to purchase 150,000 shares of our common stock were granted to Geary W. Cotton, upon his assuming the position of Chief Financial Officer of our Company, and options to purchase 15,000 shares of our common stock were granted to Jan Norelid as part of his separation agreement. The exercise price of such options is $4.25 per share.

Amended 2006 Incentive Stock Plan

In January 2007, we adopted our 2006 Incentive Stock Plan, which was amended in July 2009. The Amended 2006 Incentive Stock Plan ~~provides~~provided for equity incentives to be granted to our employees, officers or directors or to key

advisers or consultants. Equity incentives may be in the form of stock options with an exercise price not less than the fair market value of the underlying shares as determined pursuant to the Amended 2006 Incentive Stock Plan, stock appreciation rights, restricted stock awards, stock bonus awards, other stock-based awards, or any combination of the foregoing. The Amended 2006 Incentive Stock Plan is administered by ~~the compensation committee of the board of directors. In the absence of such committee, the board of directors administers the plan. 2,500,000~~our Human Resource and Compensation Committee. Options to purchase 245,000 shares of common stock are outstanding under the 2006 Amended 2006 Incentive Stock Plan as of the date of this Report. The Amended 2006 Incentive Stock Plan (but not awards thereunder) expired in January 2017.

2015 Incentive Stock Plan

Our 2015 Incentive Stock Plan, adopted in April 2015, provides for equity incentives to be granted to our employees, executive officers or directors or to key advisers or consultants. Equity incentives may be in the form of stock options with an exercise price not less than the fair market value of the underlying shares as determined pursuant to the 2015 Incentive Stock Plan, restricted stock awards, other stock-based awards, or any combination of the foregoing. The 2015 Incentive Stock Plan is administered by our Human Resource and Compensation Committee. There are 7,041,493 shares of our common stock are currently reserved for issuance pursuant to the exercise of awards under the ~~Amended 2006~~2015 Incentive Stock Plan.

The number of shares so reserved automatically adjusts upward on January 1 of each year, so that the number of shares covered by the 2015 Incentive Stock Plan is equal to 15% of our then issued and outstanding common stock. Stock option and awards to purchase an aggregate of 5,019,646 shares of our common stock are outstanding under the 2015 Incentive Stock Plan as of the date of this Report.

Compensation of Directors Table

The following table summarizes all compensation paid to our directors for the fiscal year ended December 31, 2020.

								Non-Qualified
	Fees					Non-Equity		Deferred
	Earned or		Option/Equity			Plan		Compensation		All Other
	Paid in Cash		Awards			Compensation		Earnings		Compensation		Total
Name	($)		(#)⁽¹⁾			($)		($)		($)		($)

Nicholas Castaldo		35,000		3,097	⁽¹⁾		—		—		—		35,000

Kevin Harrington		35,000		3,097	⁽¹⁾		—		—		—		35,000

Hal Kravitz		37,000		3,097	⁽¹⁾		—		—		—		37,000

Caroline Levy		3,333		55,000	⁽²⁾		—		—		—		3,333

Regan Ebert⁽³⁾		10,000		—			—		—		—		10,000

Tony Lau		—		3,097	⁽¹⁾		—		—		—		—

John Fieldly		—		—			—		—		—		—

Thomas E. Lynch		37,000		5,050	⁽⁴⁾		—		—		—		37,000

William H. Milmoe		38,000		5,050	⁽⁴⁾		—		—		—		38,000

⁽¹⁾	Represents restricted stock awards where 3,097 shares are immediately vested in July 2020.

⁽²⁾	Represents options to purchase 55,000 shares of common stock at an exercise price of $14.53 per share granted under our 2015 Incentive Stock Plan in July 2020.

⁽³⁾	Ms. Ebert resigned as a director in July 2020.

⁽⁴⁾	Represents restricted stock awards of 1,958 and 3,097 issued in January and July of 2020 which are immediately vested.

Narrative Disclosure to the Director Compensation Table

Our non-employee directors will be compensated with options to purchase common stock or awards of common stock as determined by the Human Resource and Compensation Committee ~~Interlocks~~ and ~~Insider Participation~~

~~None.~~

~~Compensation Committee Report~~

approved by the board. Non-employee directors are also reimbursed for out-of-pocket costs incurred in connection with attending meetings.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Lease of Executive Offices

The ~~following Report~~Company’s corporate offices located at 2424 N Federal Highway, Suite208, Boca Raton, Florida 33431 are leased from a company affiliated with CD Financial. The lease expires in January 2024 and provides for monthly rent of $17,295. We believe that the ~~compensation committee does not constitute soliciting material and should not be deemed filed~~monthly rent is commensurate with other properties available in the market.

Approval of Related Party Transactions

All related party transactions are subject to the review, approval or ~~incorporated by reference in any other filing by us under the Securities Act of 1933 or the Securities Exchange Act of 1934.~~

~~The compensation committee~~ratification of our Board of Directors ~~is established under our compensation~~or an appropriate committee ~~charter adopted by our~~thereof.

Director Independence

Our Board of Directors ~~on November 6, 2009. A copy~~has determined that each of our ~~compensation committee’s charter~~directors, except John Fieldly, is ~~available on our website at~~ ~~www.celsius.com. ..~~

~~The compensation committee aids our board of directors in meeting its responsibilities relating to~~“independent” within the ~~compensation of our Company’s executive officers and to administer all incentive compensation plans and equity-based plans~~meaning of the ~~Company, including the plans under which Company securities may be acquired by directors, executive officers, employees~~applicable rules and ~~consultants.~~

~~The compensation committee has reviewed and discussed the Compensation Disclosure and Analysis required by Item 402(b) of Regulation S-K with management; and~~

Based on the review and discussions referred to above, the compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in the Company’s proxy statement on Schedule 14A.

~~Submitted by the compensation committee~~regulations of the ~~Board of Directors.~~

~~Compensation Committee~~

~~William H. Milmoe,~~ ~~Chairperson~~

~~James R. Cast~~

~~Christian A. Nast~~

~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~

~~On September 8, 2009, we entered into a convertible loan agreement with Lucille Santini, a principal shareholder. We received advances from Ms. Santini at various times during 2004~~SEC and 2005, totaling $76,000 and $424,000, respectively. The advances carried interest at a rate variable with the prime rate. In July, 2008, the debt was refinanced, with interest at prime rate flat and monthly amortization of $5,000. A balloon payment of approximately $606,000 was due in January 2010. In July, 2009, the debt was refinanced again, with interest at prime rate flat and monthly amortization of $11,500. A balloon payment of approximately $451,600 was due in January 2011. This note together with a cash payment of $3,699 was exchanged for a new note due on September 8, 2012. This note carries a variable interest rate equal to 300 basis points over the one (1) month LIBOR. Commencing on September 8, 2010 and continuing each three month period hereafter, we will make payments of all accrued but unpaid interest only. The loan can at any time be converted to shares of our common stock at the Conversion Price. The “Conversion Price” is: (A) from September 8, 2009 through and including December 31, 2011, equal to the lesser of (i) $8.00 per share, or (ii)”Market Price” on the date of conversion (as defined above); or (B) after December 31, 2011 the greater of (i) $8.00 per share, or (ii) Market Price on the date of conversion, as appropriately adjusted for in either case stock splits, stock dividends and similar events; provided, however, that, the Conversion Price shall never be less than $2.00 regardless of Market Price on the date of conversion. The maximum number of shares of common

stock to be issued based on the lowest Conversion Price possible is 307,500 shares. As of December 31, 2009, the outstanding balance of the loan was $$450,000, net of unamortized debt discount of $165,000. On March 8, 2010, Ms. Santini converted the entire note balance into 176,659 shares of common stock.

In connection with the July 2009 refinance agreement, Ms. Santini was also granted certain registration rights under the Securities Act of 1933 with respect to the shares of common stock issuable upon conversion of the debt.

We have accrued $171,000 in salary for Mr. Haley, our CEO, from March 2006 through May 30, 2007. Mr. Haley also lent us $50,000 in February 2006. The two debts were restructured in July 2008 into one note accruing 3% interest, no collateral, monthly payments of $5,000 and with a balloon payment of $64,000 in January 2011. The outstanding balance as of December 31, 2009 was $121,000.

Mr. Haley guaranteed the Company’s obligations under a factoring agreement with Bibby Financial Services, Inc, which subsequently was cancelled in November 2008. Mr. Haley has also guaranteed the financing of vehicles on our behalf, and previously guaranteed the office lease for the Company. Mr. Haley was not compensated for issuing the guarantees.

On August 8, 2008, we entered into a securities purchase agreement with CDS Ventures of South Florida, LLC. Pursuant to the agreement, we issued 100 shares of Series A preferred stock, as well as a warrant to purchase an additional 50 shares of Series A preferred stock, for a cash payment of $1.5 million and the cancellation of two notes in aggregate amount of $500,000 issued to CD Financial, LLC. The shares of Series A preferred stock were convertible into our common stock at any time. The securities purchase agreement was amended on December 12, 2008 to provide that until December 31, 2010, the conversion price was $1.60, after which the conversion price was set at the greater of $1.60 or 90% of the volume weighted average price of the common stock for the prior 10 trading days. Under the securities purchase agreement, we also entered into a registration rights agreement, pursuant to which we registered the common stock issuable upon conversion of the Series A preferred stock for resale under the Securities Act of 1933. The Series A preferred stock accrued ten percent (10%) annual cumulative dividends, payable in additional shares of Series A preferred stock. We issued 15.1 shares of Series A preferred stock in dividends during 2009, as dividends for the years 2008 and 2009. The Series A preferred stock was scheduled to mature on February 1, 2013 and was only redeemable in our common stock.

In November 2009, CDS Ventures of South Florida, LLC exercised its right to purchase an additional 50 shares of Series A preferred stock in exchange for cancellation of a $1.1 million note issued to CD Financial, LLC.

On March 10, 2010, CDS Ventures of South Florida, LLC, converted all of the shares of Series A preferred stock (including shares issuable in payment of accrued dividends) into 2,103,466 shares of our common stock.

On December 12, 2008, we entered into a second securities purchase agreement with CDS. Pursuant to this securities purchase agreement, we issued 100 shares of Series B preferred stock, as well as a warrant to purchase an additional 100 shares of Series B preferred stock, for a cash payment of $2.0 million. The shares of Series B preferred stock were convertible into our common stock at any time. Until December 31, 2010, the conversion price was $1.00, after which the conversion price was the greater of $1.00 or 90% of the volume weighted average price of the common stock for the prior 10 trading days. We also granted CDS Ventures of South Florida, LLC certain registration rights under the Securities Act of 1933 with respect to the shares of common stock issuable upon conversion of the Series B preferred stock. The Series Preferred B stock accrued a ten percent annual cumulative dividend, payable in additional shares of Series B preferred stock. We issued 1 share of Series B preferred stock in dividends during the first quarter of 2009. The Series B preferred stock was scheduled to mature on December 31, 2013 and was only redeemable in our common stock.

On March 31, 2009, CDS Ventures of South Florida, LLC exercised its right to purchase additional 100 shares of Series B preferred stock and executed a subscription agreement for $2.0 million. The monies for the subscription were paid on April 7 and May 1, 2009.

On December 23, 2009, CDS Ventures of South Florida, LLC converted all of the shares of Series B preferred stock (including shares issuable in payment of accrued dividends) into 4,343,000 shares of common stock. We recorded a liability to CDS Ventures of South Florida, LLC, for a $100,000 fee for their agreement to convert the Series B preferred stock into common stock on an expedited basis.

On September 8, 2009, we entered into a convertible loan agreement with CDS Ventures of South Florida, LLC. Under the loan agreement, CDS Ventures of South Florida, LLC will lend us up to $6,500,000, with disbursements of the $2,000,000 during each of September, October and November 2009 and $500,000 in December 2009, provided that no disbursement shall be made in an amount less than $500,000. Any amounts not requested for disbursement in one calendar month can be carried over to a subsequent month and disbursed in addition to the maximum of such subsequent month. The loan is due on September 8, 2012 and carries a variable interest rate equal to 300 basis points over the one (1) month LIBOR. In January 2010, we agreed to increase the interest rate to 700 basis points over the one (1) month LIBOR. Commencing on September 8, 2010 and continuing each three month period thereafter, we will make payments of all accrued but unpaid interest only on unpaid principal balance. The loan is convertible at any time into shares of our common stock at the Conversion Price. The “Conversion Price” was originally based on a price of $8.00 per share or a market price calculation at the date of conversion. In order to comply with the listing requirements for the Nasdaq Stock Market, LLC, in January 2010, the parties amended the convertible loan agreement to increase the Conversion Price at $10.20 per share, which was the consolidated closing bid price of the common stock on the OTC Bulletin Board on the business day prior to the date the agreement was entered into. As of December 31, 2009, the outstanding balance of the loan was $5.2 million, net of unamortized debt discount of $330,000. On March 10, 2010, CDS Ventures of South Florida, LLC converted the $4.5 million of the $6.5 million convertible debt into 441,176 shares of our common stock.

In connection with the loan agreement, CDS Ventures of South Florida, LLC was granted certain registration rights under the Securities Act of 1933 with respect to the agreement with CDS Ventures of South Florida, LLC pursuant to which we filed a registration statement with the Securities and Exchange Commission in October of 2009 for shares of common stock issuable upon conversion of the debt under the loan agreement. This registration statement was subsequently withdrawn on November 17, 2009.

~~Under its various securities purchase and loan agreements with us, CDS Ventures of South Florida, LLC has the right to designate four (4) out of seven (7) nominees to our board of directors.~~

We have funded part of our working capital from a line of credit with CD Financial, LLC. The line of credit was entered into in December 2008 and is for $1.0 million. The interest rate is LIBOR rate plus three percent on the outstanding balance. The line expires in December 2010 and is renewable. In connection with the revolving line of credit we have entered into a loan and security agreement under which we have pledged all our assets as security for the line of credit. The outstanding balance under the line of credit as of December 31, 2009 was $950,000. Subsequent to year-end, in February 2010, we terminated the line of credit and paid off the entire balance.

We were party to a lease agreement which expired in March 2010, The lease has subsequently continued on a month to month basis, for office space with CDR Plaza, Ltd. a company controlled by Carl DeSantis. The monthly rate is $4,260 for a 3,000 square foot space, which we believe to be comparable to market rates.

~~Conflicts Relating to Executive Officers and Directors~~

~~To date, we do not believe that there are any conflicts of interest involving our executive officers or directors.~~

~~Policies and Procedures Regarding Review, Approval or Ratification of Related Person Transactions~~

Related party transactions are contracted on terms comparable to the terms of similar transactions with unaffiliated parties. As part of our code of ethics, any related party transaction must be approved in advance. If the interested party is an executive officer or director of the Company, approval must be obtained from of a majority of the audit committee or the board of directors itself, provided that only those that do not have a relationship or an interest in the transaction are eligible to cast a vote. In each such case, the full scope of the conflict of interest must be disclosed to senior management and the audit committee or the board of directors, and must also be publicly disclosed to the extent required by applicable securities laws.

~~REPORT OF THE AUDIT COMMITTEE~~

The following Report of the audit committee does not constitute soliciting material and should not be deemed filed or incorporated by reference in any other filing by us under the Securities Act of 1933 or the Securities Exchange Act of 1934.

The audit committee of our Board of Directors is established under our audit committee charter adopted by our board of directors on November 6, 2009. A copy of our audit committee’s charter is available on our website at ~~www.celsius.com~~.

Our management is responsible for our internal controls and the financial reporting process. Our independent auditors are responsible for performing the independent audit of our consolidated financial statements in accordance with auditing standards generally accepted in the United States of America and for issuing a report thereon. Our audit committee is comprised of three non-management directors and its responsibility is generally to monitor and oversee the processes described in our audit committee charter. Our audit committee relies, without independent verification, on the information provided to it and on the representations made by management and the independent auditors that the financial statements have been prepared in conformity with generally accepted accounting principles. Each member of our audit committee is independent in the judgment of our board of directors as required by the listing standards of the Nasdaq Stock ~~Market,~~Market.

PROPOSAL NO. 2

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP

AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021

The Audit and Enterprise Risk Committee has appointed Ernst & Young LLP to serve as the ~~Sarbanes-Oxley Act of 2002 and~~Company’s independent registered public accounting firm for the rules and regulations of the Securities and Exchange Commission adopted under Sarbanes-Oxley, as of this date. With respect to the period ended December 31, 2009, the audit committee performed the following:

·	~~Reviewed and discussed with our management and the independent accountants our audited consolidated financial statements as of December 31, 2009;~~

·	Discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committee, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T;

The audit committee has received the written disclosures and the letter from the independent accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the audit committee concerning independence, and has discussed with the independent accountant the independent accountant's independence; and

Based upon the review and discussions referred to above, and subject to the limitations on its role and responsibilities described above and in our audit committee charter, our audit committee recommended to our board of directors that our audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2009 for filing with the Securities and Exchange Commission.

~~Submitted by the audit committee of the board of directors.~~

~~Audit Committee~~

~~James R. Cast,~~ ~~Chairperson~~

~~Christian A. Nast~~

~~Thomas Lynch~~

~~INDEPENDENT ACCOUNTANTS~~

~~Independent Accountants~~

~~Sherb & Co, LLP acted as our independent accountants for the~~fiscal year ending December 31, ~~2009. It~~ 2021. A representative of Ernst & Young LLP is expected ~~that representatives of our independent accountants will~~to be present at the Annual Meeting and will have an opportunity to make a statement ~~and~~if he or she desires to do so. It is also expected that such representative will be available to respond to appropriate questions.

~~Audit~~

Fees

of Independent Registered Public Accounting Firm for 2020 and 2019

The ~~aggregate~~following is a summary of the audit, tax and Sarbanes-Oxley compliance fees billed to us by ~~the~~Assurance Dimensions, our prior independent ~~accountants or accrued~~registered public accounting firm for professional services rendered for the fiscal years ended December 31, ~~2009~~2020 and ~~2008 for professional~~2019, respectively.

	Year ended December 31,
	2020		2019

Audit fees⁽¹⁾	$	135,000	$	179,100
Tax fees⁽²⁾	$	10,000	$	8,750
All other fees⁽³⁾	$	119,854	$	70,462

⁽¹⁾

Audit fees consist of billings for the audit of the Company’s consolidated financial statements by Assurance Dimensions including the Company’s Registration Statement on Form 10, our Annual Reports on Form 10-K and reviews of the consolidated financial statements included in our Quarterly Reports on Form 10-Q.

⁽²⁾

Tax fees related to paid to our tax professionals regarding tax processes and the filing of our tax returns.

⁽³⁾

All other Fees, mainly pertain to Sarbanes-Oxley related work, performed by a specialized external audit firm in 2020. The 2020 figures include audit and all related accounting services pertaining to our European business as of the date of the acquisition. The 2020 figures reflect the impact of the European business integration as of the date of the acquisition.

The Company has an Audit and Enterprise Risk Committee consisting of “independent” directors. It is the Company’s policy to have its Chief Executive Officer and Chief Financial Officer preapprove all audit and permissible non-audit services ~~for the audit of the Company's annual financial statements and the reviews included in the Company's Form 10-Q and services that are normally~~ provided by the independent public accountants, ~~in connection with statutory~~subject to approval by the Audit and ~~regulatory filings~~Enterprise Risk Committee. These services may include audit, audit-related, tax and other services. Pre-approval is generally for up to one year, is detailed as to the particular service or ~~engagements for those fiscal years were $72,500~~category of services and ~~$50,500, respectively.~~

~~Audit-Related Fees~~

is generally subject to a specific budget. Unless there are significant variations from the pre-approved services and fees, the independent public accountants and management generally are not required to formally report to the Audit and Enterprise Risk Committee regarding actual services and related fees.

Vote Required

The ~~aggregate fees billed in each~~affirmative vote of a majority of the ~~last two fiscal years~~votes cast for ~~assurance~~this proposal is required to ratify the appointment of the Company’s independent public accountant. Abstentions will be counted towards the tabulation of votes cast on this proposal and ~~related services~~will have the same effect as a negative vote. Brokerage firms have authority to vote customers’ unvoted shares held by the ~~independent accountants that are reasonably related to~~firms in street name on this proposal. If a broker does not exercise this authority, such broker non-votes will have no effect on the ~~performance~~results of ~~the audit or review of the Company's financial statements and~~this vote. We are not ~~reported under Item 9 (e)(1)~~required to obtain the approval of ~~Schedule 14A was $0.~~

~~Tax Fees~~

~~The aggregate fees billed in each~~our shareholders to appoint the Company’s independent accountant. However, if our shareholders do not ratify the appointment of Ernst & Young LLP as the ~~last two~~Company’s independent public accountant for the fiscal ~~years for professional services rendered by our independent accountants for tax compliance, tax advice, and tax planning was $2,500 and $0 during the years ended~~year ending December 31, ~~2009 and 2008, respectively.~~

~~All Other Fees~~

~~During~~2021, the ~~last two fiscal years there were no other fees charged by the independent accountants other than those disclosed above.~~

~~Policy for Pre-Approval of~~ Audit and ~~Non-Audit Services~~

Our policy is to pre-approve all audit services and all non-audit services that our independent accountants are permitted to perform for us under applicable federal securities regulations. As permitted by the applicable regulations, our accountants utilize a combination of specific pre-approval on a case-by-case basis of individual engagements of the independent accountants and general pre-approval of certain categories of engagements up to predetermined dollar thresholds that are reviewed annually by the audit committee of our board of directors. Specific pre-approval is mandatory for the annual financial statement audit engagement, among others.

~~SHAREHOLDER COMMUNICATIONS~~

The board of directors of the Company has not adopted a formal procedure that shareholders must follow to send communications to it. The board of directors does receive communications from shareholders, from time to time, and addresses those communications as appropriate. Shareholders can send communication to the board of directors in writing, to Celsius Holdings Inc., 140 NE 4th ~~Ave, Suite C, Delray Beach, FL 33483, Attention: Board of Directors.~~

~~SHAREHOLDER PROPOSALS~~Enterprise Risk Committee may reconsider its appointment.

THE BOARD RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT PUBLIC REGISTERED ACCOUNTING FIRM FOR THE ~~2011 MEETING~~YEAR ENDING DECEMBER 31, 2021.

In the event that a shareholder desires to have a proposal considered for presentation at the 2011 Annual Meeting of Shareholders, and inclusion in the proxy statement and form of proxy used in connection with such meeting, the proposal must be forwarded in writing to the Company so that it is received not later than one hundred twenty (120) days in advance of the first anniversary of the date the Company’s proxy statement was first mailed to stockholders for the 2010 Annual Meeting of Shareholders; provided, however, that in the event that the date of the 2011 Annual Meeting is changed by more than thirty (30) days from the date of the 2010 Annual Meeting, notice by the stockholder to be timely must be so received not later than the close of business on the later of one hundred twenty (120) calendar days in advance of such meeting and ten (10) calendar days following the date on which public announcement

OTHER MATTERS

As of the date of ~~such meeting is first made by~~this proxy statement, the ~~Company. Any such proposal must comply with the requirements~~Board of ~~Rule 14a-8 promulgated under the Securities Exchange Act~~Directors knows of ~~1934. The notice must also comply with the Company’s bylaws. The Company reserves the right to reject, rule out of order, or take~~no other ~~appropriate action with respect to any proposal or nomination~~business that ~~does not comply with these and other applicable requirements. Notices should~~will be ~~directed to: Celsius Holdings, Inc. 140 NE 4~~th ~~Ave., Suite C, Delray Beach, FL 33483, Attention: Corporate Secretary.~~

~~AVAILABILITY OF ANNUAL REPORT ON FORM 10-K AND HOUSEHOLDING~~

A copy of the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission is available upon written request and without charge to shareholders by writing to : Celsius Holdings, Inc. 140 NE 4th ~~Ave., Suite C, Delray Beach, FL 33483, Attention: Corporate Secretary or by calling telephone number (561) 276-2239.~~

In certain cases, only one Proxy Statement may be delivered to multiple shareholders sharing an address unless the Company has received contrary instructions from one or more of the shareholders at that address. The Company will undertake to deliver promptly upon written or oral request a separate copy of the Annual Report or Proxy Statement, as applicable, to a shareholder at a shared address to which a single copy of such documents was delivered. Such request should also be directed to Secretary, Celsius Holdings, Inc., at the address or telephone number indicated in the previous paragraph. In addition, shareholders sharing an address can request delivery of a single copy of the Proxy Statements if they are receiving multiple copies of the Proxy Statements by directing such request to the same mailing address.

~~OTHER MATTERS~~

~~We have not received notice of and do not expect any matters to be~~ presented for vote at the Annual Meeting, other than the proposals described in this Proxy Statement. If you grant a proxy, the person named as proxy holder, or their nominees or substitutes, will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting. If ~~for~~ any ~~unforeseen reason, any~~other business is properly brought before the Annual Meeting, it is intended that proxies in the enclosed form will be voted in respect thereof in accordance with the best judgment and in the discretion of ~~our nominees are not available as a candidate for director,~~ the ~~proxy holder will vote your proxy for such other candidate or candidates nominated by our nominating and corporate governance committee.~~

persons voting the proxies.

CELSIUS HOLDINGS, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

annual meeting OF ShareHOLDERS– AUGUST 19, 2021 – 2:00 PM local time

~~By Order of the Board of Directors~~

CONTROL ID:

REQUEST ID:

~~/s/~~ ~~Stephen C. Haley,~~

~~Date: May 3, 2010~~

~~Stephen C. Haley,~~

~~Chairman~~

The undersigned hereby appoints John Fieldly and Edwin Negron-Carballo or any one of ~~the Board~~

~~CELSIUS HOLDINGS, INC.~~

~~COMON STOCK~~

~~THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF~~

~~CELSIUS HOLDINGS, INC.~~

~~The undersigned, a holder of common stock of Celsius Holdings, Inc., a Nevada corporation (the “Company”), does hereby appoint Stephen C. Haley and Geary W. Cotton, and each of~~ them ~~the true and lawful attorneys and proxies~~ with full power of substitution, for and in the name, place and stead of the undersigned, to vote all of the shares of Common Stock of the Company which the undersigned would be entitled to vote if personally present at our 2010 Annual Meeting of Shareholders to be held at Restaurant La Cigale, 253 S.E. 5th ~~Avenue, Delray Beach, Florida, on June 24, 2010, and at any adjournment(s), or postponement(s) thereof, hereby revoking all former proxies.~~

~~THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL SET FORTH BELOW.~~

~~ELECTION OF DIRECTORS~~

~~Election~~ of ~~the following seven (7) nominees~~substitution, proxies to vote at the ~~Company’s board of directors to serve until the 2010~~ Annual Meeting of Shareholders of Celsius Holdings, Inc. (hereinafter referred to as the “Company”) to be held in-person and virtually at 2:00 PM local time, and at any adjournment or ~~until~~postponement thereof, hereby revoking any proxies heretofore given, to vote all shares of common stock of the Company held or owned by the undersigned as directed on the reverse side of this proxy card, and in their ~~successors have been duly elected and qualified:~~

discretion upon such other matters as may come before the meeting.

~~1) Stephen C. Haley~~

~~4) William H. Milmoe~~

~~7) Richard J. Swanson~~

~~2) Geary W. Cotton~~

~~5) Thomas H. Lynch~~

~~3) James R. Cast~~

~~6) Christian A. Nast~~

~~VOTE FOR~~ (CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)~~all seven (7) nominees listed in the Proxy Statement, except vote withheld from the following nominee(s) (if any).~~

~~VOTE WITHHELD~~ ~~from all nominees.~~

~~This proxy, when properly executed, will be voted in the matter directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR the proposal set forth above.~~

~~Dated:~~

~~, 2010~~

VOTING INSTRUCTIONS

If you vote by phone, fax or internet, please DO NOT mail your proxy card.

MAIL:

Please mark, sign, date, and return this Proxy Card promptly using the enclosed envelope.

FAX:

Complete the reverse portion of this Proxy Card and Fax to 202-521-3464.

INTERNET:

https://www.iproxydirect.com/CELH

PHONE:

1-866-752-VOTE(8683)

ANNUAL MEETING OF THE SHAREHOLDERS OF CELSIUS HOLDINGS, INC.			PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE: ☒

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Proposal 1		à	FOR ALL	AGAINST ALL	FOR ALL EXCEPT
	To elect the nominees listed below as Directors to hold office until the next Annual Meeting of Shareholders or until their successors are elected.		¨	¨
	John Fieldly				¨	Control ID:
	Nicholas Castaldo				¨	REQUEST ID:
	Caroline Levy				¨
	Hal Kravitz				¨
	Alexandre Ruberti				¨
	Tony Lau				¨
	Cheryl Miller Damon DeSantis Joyce Russell				¨ ¨ ¨
Proposal 2		à	FOR	AGAINST	ABSTAIN
	To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021.		¨	¨	¨




				MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING: ¨
This Proxy, when properly executed will be voted as provided above, but if no instructions are indicated, it will be voted “For All” in Proposal 1 and “For” Proposal 2.				MARK HERE FOR ADDRESS CHANGE ¨New Address (if applicable): ____________________________ ____________________________ ____________________________ IMPORTANT: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. Dated: ________________________, 2021

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Please date and sign exactly as your name(s) appears hereon. If the shares are registered in more than one name, each joint owner or fiduciary should sign personally. When signing as executor, administrator, trustee or guardian give full titles. Only authorized officers should sign for a corporation.

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	~~By Order of the Board of Directors~~

	~~/s/~~ ~~Stephen C. Haley~~
	~~Stephen C. Haley~~
	~~Chief Executive Officer~~
~~May 3, 2010~~
~~Delray Beach, Florida~~

Dated: July 2, 2021	By Order of the Board of Directors of Celsius Holdings, Inc.

	Sincerely,

	/s/ John Fieldly
	John Fieldly
	Chief Executive Officer


~~(Name of Person(s) Filing Proxy Statement, if other than the Registrant)~~☐	Soliciting Material Pursuant to Rule Sec.240.14a-12

	1.	To elect ~~seven (7) persons to~~as directors the nominees named in the proxy statement;
	2.	To ratify the appointment ofErnst & Young LLP as our ~~board of directors to serve until~~independent public accountant for the ~~2011 Annual Meeting of Shareholders or until their successors have been duly elected~~fiscal year ending December 31, 2021; and ~~qualified; and~~

~~GENERAL INFORMATION ABOUT THE PROXY STATEMENT AND ANNUAL MEETING~~	3

~~ABOUT THE MEETING~~	3

~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~	5

~~PROPOSAL NO. 1: ELECTION OF DIRECTORS~~	7

~~CORPORATE GOVERNANCE~~	9

~~EXECUTIVE OFFICERS~~	12

~~COMPENSATION DISCUSSION AND ANALYSIS~~	13

~~COMPENSATION OF NAMED EXECUTIVE OFFICERS AND DIRECTORS~~	15

~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~	18

~~REPORT OF AUDIT COMMITTEE~~	20

~~INDEPENDENT ACCOUNTANTS~~	21

~~SHAREHOLDER COMMUNICATIONS~~	22

~~SHAREHOLDER PROPOSALS FOR THE 2011 MEETING~~	22

~~AVAILABILITY OF ANNUAL REPORT ON FORM 10-K AND HOUSEHOLDING~~	22

~~OTHER MATTERS~~	23

		Page
GENERAL INFORMATION ABOUT THE ANNUAL MEETING		1
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		6
PROPOSAL NO. 1 - ELECTION OF DIRECTORS		8
INFORMATION ABOUT THE BOARD OF DIRECTORS, COMMITTEES AND CORPORATE GOVERNANCE		12
EXECUTIVE OFFICERS		15
EXECUTIVE COMPENSATION		16
COMPENSATION OF DIRECTORS		18
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE		19
PROPOSAL NO. 2 - RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT PUBLIC ACCOUNTANT FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021		20
OTHER MATTERS		21

Name and Address of Beneficial Owner (1)	Shares Beneficially Owned Number	Percentage
Carl DeSantis (2)	7,647,901	41.1	%
William H. Milmoe (3)	7,645,901	41.1	%
CD Financial, LLC (4)	7,642,901	41.1	%
CDS Ventures of South Florida, LLC (5)	7,083,700	38.1	%
Stephen C. Haley (6)	1,437,541	7.8	%
Lucille Santini	1,083,906	6.8	%
Janice H. Haley (7)	158,480	0.1	%
Jeffrey Perlman (8)	16,667	0.1	%
James R. Cast (9)	20,789	0.1	%
Geary W. Cotton (10)	2,500	0.0	%
Thomas E. Lynch (11)	4,500	0.0	%
Richard J. Swanson (12)	3,500	0.0	%
All executive officers and directors as a group (8 persons) (13)	9,289,878	49.0	%