UNITED STATES

 

 

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Item 1.01.  Entry into a Material Definitive Agreement.

On April 28, 2023 (the “Amendment Effective Date”), Herbalife Ltd., a Cayman Islands exempted company incorporated with limited liability (the “Company” and, together with its subsidiaries, the “Herbalife”), HLF Financing SaRL, LLC, an indirect wholly-owned subsidiary of the Company (“HLF Financing”), Herbalife International, Inc., an indirect wholly-owned subsidiary of the Company (“HII”), and Herbalife International Luxembourg S.à R.L., an indirect wholly-owned subsidiary of the Company (“HIL” and, collectively with the Company, HLF Financing and HII, the “Borrowers”), certain subsidiaries of the Borrowers party thereto as guarantors, the lenders party thereto, and Coöperatieve Rabobank U.A., New York Branch (“Rabobank”), as administrative agent for the lenders under the term loan A facility (the “Term Loan A Facility”) and revolving credit facility (the “Revolving Credit Facility” and together with the Term Loan A Facility, the “Facilities”)), entered into a sixth amendment (the “Sixth Amendment”) to the Credit Agreement dated as of August 16, 2018 among the Borrowers, the lenders party thereto, Jefferies Finance LLC, as administrative agent for the Lenders under the term loan B facility (the “Term Loan B Facility”) and collateral agent, and Rabobank (as amended to date, the “Credit Agreement”).

The Sixth Amendment increased the total leverage ratio financial covenant level applicable under the Credit Agreement for the fiscal quarters ending March 31, 2023 to December 31, 2023 to 4.50 to 1.00, for the fiscal quarter ending March 31, 2024 to 4.25 to 1.00, and for the fiscal quarters ending June 30, 2024 and thereafter to 4.00 to 1.00.

Item 2.02.  Results of Operations and Financial Condition.

On May 2, 2023, the Company issued a press release announcing its financial results for its first fiscal quarter ended March 31, 2023. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information contained in this Item 2.02 and Exhibit 99.1 attached to this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Mr. Lamberti, 50, has served as the Company’s Regional President of the Americas since July 2022. Mr. Lamberti previously served as the Company’s Executive Vice President, Distributor and Customer Experience and Chief of Staff from August 2021 to July 2022. Mr. Lamberti served as the Company’s Executive Vice President, Distributor and Customer Experience from August 2017 to August 2021. Prior to such roles, Mr. Lamberti held progressive roles and responsibilities at the Company over various finance and operations functions, having joined the Company in 2005. Mr. Lamberti has a Bachelor of Science degree in Business Management from Florida Atlantic University.

In connection with his promotion, beginning July 1, 2023, Mr. Lamberti will have an annual salary of $625,000, and a target annual cash incentive equal to 80% of base salary, subject to actual performance. Mr. Lamberti will continue to be eligible to participate in the Company’s long-term incentive plan, with the size, form, and timing of grants, if any, subject to the approval of the Board’s Compensation Committee.  In July 2023, Mr. Lamberti will be entitled to an award of stock appreciation rights (75% of equity value) and restricted stock units (25% of equity value) having a grant date fair value equal to $1,400,000, reduced by the grant date fair value of the equity incentive awards granted to Mr. Lamberti in 2023 in the ordinary course.

Mr. Lamberti is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 5.07.   Submission of Matters to a Vote of Security Holders.

On April 26, 2023, the Company held its 2023 Annual General Meeting of Shareholders. The Company’s shareholders voted on the six proposals presented at the meeting, as set forth below.

Proposal 1:     Election of Directors.

Ten board nominees for director were elected by a majority of the votes cast with respect to each nominee to serve until the 2024 annual general meeting of shareholders of the Company or until their successors are duly elected and qualified. The voting results are as follows:

 

Proposal 2:    Approve, on an advisory basis, the compensation of the Company’s named executive officers.

The advisory resolution to approve the compensation of the named executive officers was approved. The voting results are as follows:

 

Proposal 3:    Advise as to the frequency of shareholder advisory votes on compensation of the Company’s named executive officers.

Shareholders approved 1 year on the advisory vote as to the frequency of shareholder advisory votes on compensation of the Company’s named executive officers. The voting results are as follows:

 

Based on these results, and consistent with the Board’s recommendation and Company past practice, the Company will continue to hold a shareholder advisory vote on the compensation of the Company’s named executive officers annually. 

Proposal 4:    Approve, as a special resolution, the name change of the Company from “Herbalife Nutrition Ltd.” to “Herbalife Ltd.”

The special resolution to approve the name change of the Company from “Herbalife Nutrition Ltd.” to “Herbalife Ltd.” was approved. The voting results are as follows:

 

Proposal 5:    Approve the Company’s 2023 Stock Incentive Plan.

The Company’s 2023 Stock Incentive Plan was approved. The voting results are as follows:

 

Proposal 6:    Ratify, on an advisory basis, the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2023.

The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2023 was ratified. The voting results are as follows:

 

Item 7.01.   Regulation FD Disclosure.

Earnings Call Investor Slides

The Company intends to reference investor slides during the Company’s earnings conference call to discuss its financial results for its first fiscal quarter ended March 31, 2023. A copy of the presentation can be accessed in the “News and Events” section on the investor relations section of the Company’s website at http://ir.herbalife.com under the heading “IR Calendar”.

The information included in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.  Financial Statements and Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.