8-K

Herbalife Nutrition Ltd.

May 1, 2020

/s/ HENRY C. WANG

Henry C. Wang

EVP, General Counsel and Corporate Secretary

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