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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 29, 2020

 

Herbalife Nutrition Ltd.

(Exact Name of Registrant as Specified in Charter)

 

Cayman Islands

 

1-32381

 

98-0377871

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS 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

Not Applicable

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Shares, par value $0.0005 per share

 

HLF

 

New York Stock Exchange

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.

On April 29, 2020, Herbalife Nutrition Ltd. (the “Company”) held its 2020 Annual General Meeting of Shareholders. The Company’s shareholders voted on the five proposals outlined in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 17, 2020, and cast their votes as described below.

Proposal 1:     Election of Directors.

Thirteen board nominees for director were elected by a majority of the votes cast for a term of one year or until their successors are duly elected and qualified. The voting results are as follows:

 

For

   

Against

   

Abstain

   

Broker
Non-votes

 

Dr. John Agwunobi

   

120,359,155

     

2,493,288

     

1,054,972

     

8,580,833

 

James L. Nelson

   

100,218,073

     

23,667,680

     

21,662

     

8,580,833

 

Dr. Richard H. Carmona

   

123,387,222

     

511,144

     

9,049

     

8,580,833

 

Jonathan Christodoro

   

100,330,141

     

23,554,661

     

22,613

     

8,580,833

 

Hunter C. Gary

   

117,475,934

     

6,408,938

     

22,543

     

8,580,833

 

Nicholas Graziano

   

110,251,675

     

13,632,849

     

22,891

     

8,580,833

 

Alan LeFevre

   

123,413,672

     

471,812

     

21,931

     

8,580,833

 

Jesse A. Lynn

   

117,723,094

     

6,172,409

     

11,913

     

8,580,833

 

Juan Miguel Mendoza

   

123,538,504

     

361,867

     

7,044

     

8,580,833

 

Michael Montelongo

   

121,097,425

     

2,788,117

     

21,873

     

8,580,833

 

Maria Otero

   

121,784,205

     

2,113,291

     

9,919

     

8,580,833

 

Margarita Paláu-Hernández

   

121,105,405

     

2,792,091

     

9,919

     

8,580,833

 

John Tartol

   

123,518,339

     

382,946

     

6,130

     

8,580,833

 

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:

For

 

Against

 

Abstain

 

Broker

Non-votes

122,018,976

 

1,875,851

 

12,587

 

8,580,833

Proposal 3:    Approve, as a special resolution, an amendment to the Company’s Amended and Restated Memorandum and Articles of Association to eliminate the casting vote.

The special resolution to approve the amendment to eliminate the casting vote was approved. The voting results are as follows:

For

 

Against

 

Abstain

 

Broker

Non-votes

121,130,847

 

2,747,602

 

28,966

 

8,580,833


Proposal 4:    Approve, as a special resolution, an amendment to the Company’s Amended and Restated Memorandum and Articles of Association to require the approval of two-thirds of the members of the Board of Directors then in office to amend the Company’s Principles of Corporate Governance to make any changes to the responsibilities of the Chairman of the Board or the Lead Director as set forth therein.

The special resolution to approve the amendment to require the approval of two-thirds of the members of the Board of Directors then in office to amend the Company’s Principles of Corporate Governance to make any changes to the responsibilities of the Chairman of the Board or the Lead Director as set forth therein was approved. The voting results are as follows:

For

 

Against

 

Abstain

 

Broker

Non-votes

123,840,176

 

44,691

 

22,548

 

8,580,833

Proposal 5:    Ratify the appointment of the Company’s independent registered public accounting firm for fiscal year 2020.

The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2020 was ratified. The voting results are as follows:

For

 

Against

 

Abstain

 

Broker

Non-votes

131,828,738

 

609,987

 

49,523

 

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.

             

May 1, 2020

 

 

By:

 

/s/ HENRY C. WANG

 

 

Name:

 

Henry C. Wang

 

 

Title:

 

EVP, General Counsel and Corporate Secretary