UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 24, 2018
Herbalife Nutrition Ltd.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 1-32381 | 98-0377871 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| P.O. Box 309GT, Ugland House, South Church Street, Grand Cayman, Cayman Islands |
KY1-1106 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: c/o (213)745-0500
Herbalife Ltd.
Former name or former address, if changed since last report
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
Herbalife Nutrition Ltd. (the “Company”) held its 2018 Annual General Meeting of Shareholders on April 24, 2018 (the “Meeting”). The proposals voted upon at the Meeting and the final results of the shareholder vote on each proposal are set forth below. Each of the proposals is summarized in greater detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 13, 2018.
| (1) | Election of directors. |
| For |
Against |
Abstain |
Broker Non-votes |
|||||||||||||
| Michael O. Johnson |
73,595,175 | 242,200 | 17,747 | 7,771,454 | ||||||||||||
| Jeffrey T. Dunn |
71,375,233 | 2,471,171 | 8,718 | 7,771,454 | ||||||||||||
| Dr. Richard H. Carmona |
71,175,355 | 2,670,958 | 8,808 | 7,771,454 | ||||||||||||
| Jonathan Christodoro |
70,906,917 | 2,939,286 | 8,918 | 7,771,454 | ||||||||||||
| Hunter C. Gary |
72,228,535 | 1,615,067 | 11,519 | 7,771,454 | ||||||||||||
| Nicholas Graziano |
73,341,633 | 503,753 | 9,736 | 7,771,454 | ||||||||||||
| Alan LeFevre |
73,819,426 | 22,911 | 12,784 | 7,771,454 | ||||||||||||
| Jesse A. Lynn |
70,511,137 | 3,332,456 | 11,529 | 7,771,454 | ||||||||||||
| Juan Miguel Mendoza |
73,018,928 | 822,338 | 13,855 | 7,771,454 | ||||||||||||
| Michael Montelongo |
73,345,726 | 500,726 | 8,670 | 7,771,454 | ||||||||||||
| James L. Nelson |
72,888,387 | 955,016 | 11,719 | 7,771,454 | ||||||||||||
| Maria Otero |
73,522,599 | 317,168 | 15,354 | 7,771,454 | ||||||||||||
| Margarita Palau-Hernandez |
73,693,468 | 28,780 | 132,874 | 7,771,454 | ||||||||||||
| John Tartol |
73,009,755 | 834,029 | 11,338 | 7,771,454 | ||||||||||||
| (2) | Approve, on an advisory basis, of the Company’s executive compensation. |
| For |
Against |
Abstain |
Broker Non-votes | |||
| 73,035,344 | 559,192 | 260,586 | 7,771,454 |
| (3) | Approve, as a special resolution, the name change of the Company from “Herbalife Ltd.” to “Herbalife Nutrition Ltd.” |
| For |
Against |
Abstain |
Broker Non-votes | |||
| 81,574,701 | 42,033 | 9,842 | 0 |
| (4) | Approve, as a special resolution, an amendment and restatement of the Company’s Amended and Restated Memorandum and Articles of Association. |
| For |
Against |
Abstain |
Broker Non-votes | |||
| 73,825,918 |
17,528 | 11,675 | 7,771,454 |
| (5) | Effect a two-for-one stock split of the Company’s common shares. |
| For |
Against |
Abstain |
Broker Non-votes | |||
| 80,981,780 |
637,424 | 7,372 | 0 |
| (6) | Ratification of the Company’s independent registered public accountants for fiscal 2018. |
| For |
Against |
Abstain |
Broker Non-votes | |||
| 81,580,531 |
27,488 | 18,556 | 0 |
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.
| Herbalife Nutrition Ltd. | ||||||
| April 27, 2018 |
By: | /s/ John G. DeSimone | ||||
| Name: John G. DeSimone | ||||||
| Title: Chief Financial Officer | ||||||