Proxy voting options

Your vote is important!

All shareholders are cordially invited to attend the Annual General Meeting. However, in order to assure your representation at the Annual General Meeting, you are urged to vote promptly. You may vote your shares via a toll-free telephone number, over the Internet or by completing, signing and mailing the proxy card or voting instruction form provided to you. Please follow the instructions on the proxy card or voting instruction form.

Proxies submitted by mail, the Internet or telephone must be received by 11:59 p.m., Eastern Time, on April 25, 2023.

Vote by internet

www.envisionreports.com/HLF

24 hours a day / 7 days a week

Instructions:

Vote by telephone

1.800.652.VOTE (8683) via touch tone phone

toll-free within the USA, US territories & Canada 24 hours a day / 7 days a week

Outside the USA, US territories & Canada, call 1.781.575.2300 via a touch tone phone. Standard rates will apply.

Instructions:

Place, time and date of meeting.    This Proxy Statement is being furnished to the Company’s shareholders in connection with the solicitation of proxies on behalf of our Board of Directors, or the Board, for use at the 2023 Annual General Meeting of Shareholders, or the Meeting, to be held on Wednesday, April 26, 2023 at 8:30 a.m., Pacific Daylight Time, and at any subsequent adjournment(s) or postponement(s) thereof, for the purposes set forth herein and in the accompanying Notice of Annual General Meeting of Shareholders. The Meeting will be held at 800 W. Olympic Blvd., Suite 406, Los Angeles, CA 90015. Our telephone number is (213) 745-0500. On or about March     , 2023, we began mailing a Notice of Internet Availability of Proxy Materials to our shareholders. The Proxy Statement and Annual Report to Shareholders are available at http://www.edocumentview.com/HLF.

Record date and voting securities.    Only shareholders of record at the close of business on February 28, 2023, or the Record Date, or duly authorized proxy holders of such shareholders of record, are entitled to notice of, and to vote at, the Meeting. The Company has one series of common shares, or Common Shares, outstanding. Each owner of record on the Record Date is entitled to one vote for each Common Share held by such shareholder. On February 28, 2023, there were 98,733,602 Common Shares issued and outstanding.

Voting.    Each shareholder is entitled to one vote for each Common Share held on the Record Date on all matters submitted for consideration at the Meeting. A quorum, representing the holders of not less than a majority of the issued and outstanding Common Shares entitled to vote at the Meeting, must be present in person or by proxy at the Meeting for the transaction of business. Common Shares that reflect abstentions are treated as Common

Shares that are present and entitled to vote for the purposes of establishing a quorum, but will have no effect determining the outcome of any proposal.

“Broker non-votes” are Common Shares held in “street name” through a broker or other nominee over which the broker or nominee lacks discretionary power to vote and for which the broker or nominee has not received specific voting instructions. Thus, if Common Shares you own are held through a broker or other nominee, and you do not give your broker or nominee specific instructions, your Common Shares may not be voted on certain matters. Common Shares that reflect “broker non-votes” are treated as Common Shares that are present and entitled to vote for the purposes of establishing a quorum. However, for the purposes of determining the outcome of any matter as to which the broker or nominee has indicated on the proxy that it does not have discretionary authority to vote, which is the case with all proposals to be considered at the Meeting other than proposal 6, those Common Shares will be treated as not present and not entitled to vote with respect to that matter, even though those Common Shares are considered present and entitled to vote for the purposes of establishing a quorum and may be entitled to vote on other matters.

See “Meaning of shareholder of record” below for additional information regarding the different ways you may hold your Common Shares.

Votes required for proposals and Board recommendations.    The following table details information regarding the proposals to be voted on at the Meeting, the Board’s recommendation on how to vote on each proposal, the votes required to approve each proposal and the effect of abstentions and broker non-votes.

Revocability of proxies.    Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by either: (a) delivering to the Corporate Secretary of the Company a written notice of revocation or a duly executed proxy bearing a later date; (b) granting a subsequent proxy through the Internet or telephone; or (c) attending the Meeting and voting in person. However, please note that if you would like to vote at the Meeting and you are not the shareholder of record, you must request, complete and deliver a proxy from your broker or other nominee.

Proxy solicitation.    The Company bears the expense of printing and mailing proxy materials. Proxies may be solicited by certain of our directors, officers and employees, without additional compensation, in person, by telephone, facsimile or electronic mail. We will, upon request, reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of Common Shares.

Meeting attendance.    Only shareholders of record and beneficial owners as of the Record Date, their authorized proxy holders, and invited guests of the Board of Directors may attend the Meeting.

If you are a shareholder of record, in order to be admitted to the Meeting, you will need to produce a valid government issued picture identification (such as a valid driver’s license or passport) and either a copy of a form of proxy card or a Notice of Internet Availability of Proxy Materials showing your name and address. If you are a beneficial owner and you wish to vote in person at the Meeting, you will need to obtain a proxy from the shareholder of record. Additionally, if you are a beneficial owner or other authorized proxy holder, in order to attend the Meeting, you will need both an admission ticket and a valid government issued picture identification (such as a valid driver’s license or passport). To obtain an admission ticket to the Meeting, please send your written request to our Corporate Secretary at c/o Herbalife International of America, Inc., 800 W. Olympic Blvd., Suite 406, Los Angeles, California 90015 or electronically by emailing corpsec@herbalife.com.

Your request for an admission ticket must be received on or before April 17, 2023 and include a copy of a proxy card or voting instruction form confirming your appointment as a proxy holder of a shareholder of record. In your request, please include the address where your admission ticket should be mailed to, and any special assistance needs. The Board requests that persons attending the Meeting observe a professional business dress code. The Company also does not permit the use of

cameras or other recording devices at the Meeting.

In continued support for the health and safety of all, and to continue to enhance shareholder accessibility, the Company will again hold a live listen-only audio webcast of the Meeting. Shareholders may listen to the Meeting via live audio webcast by logging on to www.meetnow.global/MUK79Y4 using your control number. Please see below:

By email:    Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com

By mail:    Computershare, Herbalife Nutrition Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001.

Pursuant to the Company’s Amended and Restated Memorandum of Articles of Association, or the Articles, please be advised that shareholders will not be deemed to be “present” for quorum purposes and will not be able to vote their shares, or revoke or change a previously submitted vote, by logging onto the listen-only audio webcast of the Meeting. As a result, the Company strongly urges shareholders to submit their proxies or votes in advance of the Meeting.

In the event it is not possible or advisable to hold our Meeting in person as currently planned, we will announce the decision to do so via a press release and posting details on our website that will also be filed with the Securities and Exchange Commission, or the SEC, as proxy material. If you are planning to attend our Meeting, please check our Investor Relations website the week of the Meeting. As always, we encourage you to vote your shares prior to the Meeting.

Meaning of shareholder of record.    You are a shareholder of record only if your name is recorded on the Company’s register of members. If your name is not recorded on the Company’s register of members, any shares you hold in the Company are held beneficially. In this case you may still be entitled to direct the holder of your shares as to who should be appointed as proxy in respect of those shares and/or how to vote those shares on your behalf.

Shareholders who have purchased their shares on an exchange may hold those shares through a depository, in which case they are beneficial shareholders and not shareholders of record. If you hold your shares in “street name,” you are not a shareholder of record.

If you wish to inquire as to whether or not you are a shareholder of record, please contact our Corporate

Secretary at c/o Herbalife International of America, Inc., 800 W. Olympic Blvd., Suite 406, Los Angeles, California 90015 or electronically by emailing corpsec@herbalife.com.

Additional information.    This Proxy Statement contains summaries of certain documents, but you are urged to read the documents yourself for complete information. The summaries are qualified in their entirety by reference to the complete text of the document. In the event that any of the terms, conditions or other provisions of any such document is inconsistent with or contrary to the description or terms in this Proxy Statement, such document will control. Each of these documents, as well as those documents referenced in this Proxy Statement as being available in print upon request, are available upon written request to the Company by following the procedures described under Part 7 — “Annual report, financial and additional information.”

Under the listing standards of the New York Stock Exchange, or the NYSE, a majority of the members of the Board must satisfy the NYSE criteria for “independence.” No director qualifies as independent under the NYSE listing standards unless the Board affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company).

The Board evaluates the independence of our directors annually and will review independence of individual directors on an interim basis as needed to consider changes in employment, relationships and other factors. Our Board has affirmatively determined that all of the directors, as well as each individual who served as a director at any time during 2022, other than Dr. Agwunobi and Messrs. Johnson, Mendoza and Tartol, are independent in accordance with Section 303A.02 of the NYSE listing standards, or the NYSE Independence Standards. Under the NYSE Independence Standards, a director will not be considered independent in the following circumstances:

Under the Company’s Principles of Corporate Governance, an independent director must, in addition to satisfying the NYSE Independence Standards, be free of any existing or potential professional or personal interest, business, or relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the Company and all its shareholders.

The Board considered Dr. Carmona’s independence in view of the $75,000 in speaking fees he received from the Company in 2022, as disclosed in the subsection “Compensation to directors.” The Company leverages Dr. Carmona’s professional experience as the 17th Surgeon General of the United States to provide training and education to Herbalife Nutrition Members at various Company-sponsored sales, promotional, and training events. After consideration of the foregoing and other relevant factors, the Board determined that the Company’s engagement of Dr. Carmona for these limited services did not present a conflict of interest nor compromise Dr. Carmona’s independence from the Company.

Dr. Agwunobi was not determined independent because of his role as the Company’s Chief Executive Officer during his time on the Board. Mr. Johnson previously served as the Company’s Chief Executive Officer within the last three years, and has resumed that role on October 27, 2022. Accordingly, he is not determined independent.

Messrs. Mendoza and Tartol are not, and, if elected, Mr. Gratziani will not be, determined independent because each of them receives income for serving as top distributors of Herbalife Nutrition products, thereby precluding them from being determined independent.

None are employees of the Company. For additional details regarding Messrs. Mendoza and Tartol’s compensation as Herbalife Nutrition Members, which they receive irrespective of any service on the Board, please see “Compensation to directors.”

The Board of Directors held eleven meetings during fiscal year 2022. The independent directors generally meet in executive session at each regularly scheduled meeting, without the presence of management and non-independent directors, to discuss various matters relating to the Board’s function and Company oversight, including the Company’s management. The independent lead director, or the Lead Director, presides over such executive sessions.

Each director is expected to dedicate sufficient time, energy and attention to allow for the diligent performance of his or her duties, including attending the Company’s annual general meeting of the shareholders and meetings of the Board of Directors and committees of which he or she is a member. All directors attended at least 75% of the aggregate of all Board and applicable committee meetings held during the period that he or she served as a director. All members of the Board attended the Company’s 2022 annual general meeting of shareholders.

The Company’s governance framework provides the Board with the flexibility to select the appropriate leadership structure for the Company. The current leadership structure is comprised of a combined Chair of the Board and Chief Executive Officer, an independent Lead Director, Board committees led by independent directors and active engagement by all directors. The Board believes this structure best serves the interests of the Company and its shareholders. The combined Chair and CEO role supports the Board’s effective oversight of the Company’s business and strategy, with the CEO serving as a key link between the Board and management, providing a deep understanding of the Company’s business and operations, bringing key business considerations to the Board’s attention and leading implementation of the Company’s strategic plans as reviewed and approved by the Board. The Lead Director in turn allows for strong, independent Board leadership, with authority to set the meeting agendas and to lead sessions outside the Chair’s presence. We believe this to be a critical aspect of effective corporate governance.

The Lead Director is an independent director elected for a two-year term by the independent directors. The appointment is evaluated biannually. The Lead Director chairs the Board meetings during executive sessions and when the Chair is unable to participate in Board meetings. The Lead Director also serves as a contact point for major shareholders and third parties who wish to contact the

Board independent of the Chair and CEO. The responsibilities of the Lead Director include:

Mr. LeFevre was elected to serve as Lead Director by the independent directors effective July 1, 2021, to serve until the Company’s 2023 Annual General Meeting of Shareholders. The Board periodically reviews the structure of the Board and Company leadership as part of the succession planning process.

The Board and each committee annually conduct self-evaluations, a process that is overseen by the Nominating and Corporate Governance Committee. Additionally, as part of our annual evaluation process, each director evaluates the Board and the committees on which he or she serves. The assessments provide directors and applicable committee members the opportunity

to provide feedback on a number of issues, including:

Board and committee structure, composition, roles and leadership;

Board and committee function and effectiveness, including quality of materials, meetings and flow of information; and

Access to management, advisors and internal and external resources.

The Board of Directors oversees the Company’s enterprise-wide approach to risk management. As part of executing its risk oversight responsibility, the Board delegates specific enterprise risk oversight duties to each Board committee, as set forth below, while maintaining direct oversight over other enterprise risks.

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

ESG Committee

The Board also provides oversight of management regarding key enterprise risks as well as the Company’s risk management policies and procedures to ensure they are designed and implemented in a way that reflects the Board’s and management’s consensus as to appropriate levels of risk for specific aspects of the Company’s business. The Company’s Management Risk Committee is comprised of members of senior management who meet on a regular basis to serve as a forum for risk information sharing, and risk management coordination, decisioning and response. The enterprise risk management program promotes timely, informed and data-driven decisions and integrated processes to identify, monitor and mitigate key enterprise risks.

The Compensation Committee, with the assistance of Meridian Compensation Partners, LLC, its compensation advisor, regularly conducts a review of the Company’s material compensation policies and practices applicable to its employees, including its executive officers. Based on this review, the Compensation Committee concluded that these policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. Key features of the executive compensation

program that support this conclusion include: the balanced mix between fixed and variable compensation and short- and long-term incentives; the use of multiple performance measures within incentive plans; strong internal controls, including a code of conduct; Compensation Committee discretion over all final annual incentive awards and active involvement in setting performance targets; the use of share ownership guidelines; and the existence of an anti-hedging policy, as well as clawback policy.

Environmental, Social, Governance (ESG) Approach

For more than 40 years, Herbalife Nutrition has been committed to improving people’s lives. We believe that incorporating environmental stewardship, social responsibility programs, and rigorous governance practices throughout our business activities will be important in delivering on that commitment. ESG is and will be a value driver for a more sustainable future that will benefit all our employees, Members, shareholders, and global communities in which we work and live.

ESG Strategic Development

Our ESG strategy continues to evolve and is informed by periodic materiality assessments that identify priority ESG topics that are most relevant to our business and stakeholders. In 2022, the Company conducted our second materiality assessment to identify priority ESG topics, which involved conducting a robust survey of more than 6,000 internal and external stakeholders and mapping our enterprise risks. Priority ESG topics include:

Our ESG strategy is developed in collaboration with regional and functional subject matter experts. Aligning our ESG strategy with universal sustainability goals that create shared value is important. To this end, we have been a signatory member of the UN Global Compact since 2020, and our priority ESG topics align with the key UN sustainable development goals (specifically UNSDGs 1, 2, 3, 5, 8, 12, 13, and 17).

Additionally, in 2022, we created an infrastructure to streamline collection of ESG data that will help support the development of future goals and targets. The full details of our ESG materiality assessment, ESG programs, and impact will be available in our 2023 Global Responsibility Report.

ESG Governance

ESG Committee of the Board of Directors: In fiscal year 2022, oversight of ESG activities continued to be managed by the ESG Committee. Reflecting the strategic prioritization of ESG issues and initiatives, the Committee assists the Board in overseeing Herbalife Nutrition’s ESG-related strategies, initiatives, investments, risks, and

policies. The ESG Committee also provides insights to rising, relevant issues under the purview of other committees including the Audit, Nominating and Corporate Governance and Compensation Committees.

Executive Committee: Provides executive direction and ensures integration of ESG strategy into business strategy across functions and regions.

Steering Committee and Working Groups: Leads implementation of ESG programs to meet goals and targets.

Environmental Stewardship

Herbalife Nutrition is committed to protecting the future of our planet by making responsible choices in an environment where natural resources are constrained. To that end, we continue to build on our environmental sustainability initiatives.

Circular Packaging: Introduction of recycled plastic material in packaging contributes to circular packaging and helps reduce environmental impact. We have implemented projects to reduce virgin plastic by incorporating post-consumer recycled (PCR) materials into the packaging of our flagship product, Formula 1 Health Meal Nutritional Shake, distributed in multiple markets, where permitted by regulation. We continue to seek opportunities across operations to reduce the amount of plastic used in packaging materials, which will reduce cost and waste.

Responsible Sourcing: We are committed to sourcing materials responsibly with respect for people and the environment in which our materials and services originate. We have assessed our top direct suppliers, which represents 61% of our direct spend, across four pillars for responsible sourcing: environment, labor and human rights, ethics, and sustainable procurement. We plan to expand assessment of suppliers and work with those companies that require support and guidance.

Climate and Carbon Footprint: Herbalife Nutrition is committed to doing our part to reduce GHG emissions across our value chain to limit global warming to 1.5°C. Our goal is to achieve net zero emissions by 2050 in our global factories, warehouses, and offices. Improving efficiency in our manufacturing operations and other sustainability initiatives that create value for the business and environment will play a vital role in helping us achieve this goal. The Company has been actively collecting and reporting annual GHG emissions, including Scope 1 and 2 emissions, across 10 of our largest facilities worldwide (5 Herbalife Innovation and Manufacturing facilities and 5 US-based offices and distribution centers with more than 40,000 square feet occupancy). Data collected will enable us to set short-term and mid-term science-based targets to reduce GHG emissions for our operations and across our entire value chain.

Social Responsibility

Herbalife Nutrition’s social responsibility programs focus on building thriving, vibrant communities that we are a part of, whether it is our own workplace or society around us.

Diversity, Equity, and Inclusion: At Herbalife Nutrition, we are committed to diversity, equity, and inclusion at all

levels, including our employees, management and executive leadership and Board of Directors. Our Diversity, Equity, and Inclusion (DEI) strategy is currently focused on creating opportunities to further recruit and support diverse talent at all levels, encouraging inclusion and belonging, and embedding equity throughout our culture and operations. In 2022, we extended a global applicant tracking system to all regions in the company to deepen our commitment to fair recruitment practices and launched a dashboard for employee metrics and talent analytics. We have further developed and involved our Global and Regional DEI councils to support our commitments to an inclusive workplace. Our DEI goals are overseen by the Board’s ESG and Compensation Committees. In 2022, our Board of Directors included approximately 55% women and ethnically underrepresented groups.

Nutrition for Zero Hunger: As a part of our efforts to provide people access to nutrition in communities around the world, we launched Nutrition for Zero Hunger in partnership with the Herbalife Nutrition Foundation in 2019. In 2022, the footprint of Nutrition for Zero Hunger included more than 20 dedicated programs and partnerships worldwide. Our premier global non-profit partners include the World Food Program USA, Global Food Banking Network, Feed the Children, and Power of Nutrition.

Herbalife Nutrition Foundation: Established in 1994, the Herbalife Nutrition Foundation (HNF) is a public charity. Its mission is to improve the lives of children and communities around the globe. In 2022, HNF gave $5.12M in grants to 178 community-based Casa Herbalife Nutrition partners around the world, supporting more than 229,000 people in need.

ESG Index, Policies and Position Statements

Herbalife Nutrition is committed to transparency pertaining to ESG-related strategies, programs, impact, and investments. Our publicly available ESG index provides detailed information, and it is updated annually and consistently in accordance with standard ESG frameworks. The Company’s full ESG index and all ESG-related policies and position statements can be found at https://ir.herbalife.com/esg.

Cash fees with respect to Board or committee membership or service as the Lead Director or a committee chair are paid ratably assuming 12 consecutive months of service from the date the particular membership or service commences. Non-management directors also receive an annual equity grant pursuant to the Herbalife Ltd. 2014 Stock Incentive Plan, or the 2014 Plan, as it may be amended from time to time (or a successor equity incentive plan), in the form of restricted stock units, or RSUs, with a grant date fair value of $135,000 (rounded down to the nearest whole unit) that vest annually. The Board equity grants made in May 2022, or the 2022 Board RSU Grants, are scheduled to vest on April 15, 2023.

The Lead Director also receives an equity grant in the form of RSUs with a grant date fair value of $25,000 (rounded down to the nearest whole unit) per year of his or her two-year term, which vests in full the following

year. Mr. LeFevre’s lead director equity grant that was made in May 2022 is scheduled to vest on April 15, 2023.

The compensation disclosed in the 2022 Director Compensation table below for Messrs. Mendoza and Tartol includes other compensation, unrelated to their services as directors. Specifically, in addition to their director compensation, the table below includes each of Messrs. Mendoza’s and Tartol’s respective earnings as top distributors of Herbalife Nutrition products under the Company’s Marketing Plan, as well as leading and training other Herbalife Nutrition distributors.

The Company may also reimburse our directors for their respective travel, lodging and related expenses associated with attendance at Board or Board committee meetings, as well as reasonable costs in connection with attending director continuing education programs in accordance with the Company’s applicable orientation and continuing education policy.

The Company has adopted share ownership guidelines applicable to each named executive officer and non-management director to encourage each person to acquire a meaningful ownership stake in the Company over time by retaining financial interest in our common shares. Our CEO is encouraged to hold Common Shares and unvested restricted stock units with an aggregate value equal to five times his base salary. Our other named executive officers are encouraged to hold Common Shares and unvested restricted stock units with an aggregate value equal to two times their respective base salaries. Each non-management director is encouraged to hold

Common Shares and unvested restricted stock units with an aggregate value equal to five times such director’s annual retainer. Such named executive officers and directors are expected to refrain from selling Common Shares until such guideline is satisfied, and, so long as they are complying with such holding requirement, such director or named executive officer will not be considered out of compliance.

As of the date of this Proxy Statement, all non-management directors and current named executive officers are in compliance with the current guidelines.

We value the viewpoint of all investors and have actively engaged with shareholders to better understand their perspectives, and strongly consider their feedback when evaluating our governance provisions and practices.

Since the 2022 Annual General Meeting of Shareholders, we engaged with a number of shareholders to initiate new, and deepen existing, relationships with our investor

base. We reached out to top Herbalife Nutrition shareholders that, in the aggregate, own in excess of approximately 68% of our outstanding Common Shares, and covered various governance topics including Board composition, shareholder rights, risk oversight and environmental & social initiatives across the Company. In aggregate, we had discussions with investors who hold approximately 25% of outstanding Common Shares.

Shareholders and other parties interested in communicating directly with the Board of Directors, non-management or independent directors as a group or individual directors, including the Chair or Lead Director in such capacity, may do so by writing to our Corporate Secretary at c/o Herbalife International of America, Inc., 800 W. Olympic Blvd., Suite 406, Los Angeles, California 90015, or by email to corpsec@herbalife.com, indicating to whose attention the communication should be directed. The Office of the Corporate Secretary of the Company reviews and logs all such correspondence and forwards to members of the Board of Directors a summary and/or

copies of any such correspondence that, in the opinion of the Corporate Secretary, deal with the functions of the Board of Directors or committees thereof, or that he otherwise determines requires their attention. Directors may at any time review a log of all communications received by the Company and addressed to members of the Board of Directors and request copies of any such correspondence. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of the Company’s internal audit department and handled in accordance with procedures established by the Audit Committee with respect to such matters.

Herbalife Nutrition is in the business of providing health and wellness products to consumers in 95 markets through our direct-selling business model. As part of our onboarding process that spans over a two-month period consisting of eleven “onboarding sessions,” we introduce new directors to our company with an overview of our business through a review of background and reference materials, and meetings with senior management and their direct reports. Additionally, where feasible, new directors tour manufacturing facilities, nutrition clubs, and distributor events. Our comprehensive orientation sessions are designed to provide new directors a thorough understanding of their fiduciary duties and familiarize them with the Company’s business and strategic plans, significant financial matters, risk management approach, compliance and ethics programs, corporate governance practices, and other key policies

and practices. These orientation sessions allow new directors to begin making contributions to the Board at the start of their service.

The Company also provides, on an ongoing basis, additional opportunities for directors to further familiarize themselves with the Company’s business, finances and operations, which may include, among other things, presentations from members of management of the Company and visits to Herbalife Nutrition Members events, such as Extravaganzas and Herbalife Honors. Additionally, our directors receive internal training and materials. We also encourage our directors to participate in external continuing director education programs, and provide reimbursement of expenses associated with our independent directors’ attendance at one outside director education program each fiscal year.

Our Board of Directors has an Audit Committee, Nominating and Corporate Governance Committee, Compensation Committee, and ESG Committee. Our Board of Directors has adopted a written charter for each of these committees, and the charters for current

committees are available on the Company’s website at https://ir.herbalife.com/corporate-governance, and in print to any shareholder who requests it as set forth under Part 7 —“Annual report, financial and additional information.”

During the fiscal year ended December 31, 2022, Messrs. Jones and Mulligan and Mmes. Otero and Del Genes served on the Compensation Committee of the Board. During the fiscal year ended December 31, 2022, there were no relationships or transactions between the Company and any member of the Compensation Committee requiring disclosure hereunder.

None of our executive officers currently serves, or during the fiscal year ended December 31, 2022 served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.

As required by Section 14A of the Exchange Act, the Company is seeking an advisory shareholder vote on the compensation of the named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosure, in this Proxy Statement.

Our executive compensation program is designed to pay for performance and to attract and retain an accomplished executive team to lead the Company’s global growth and success. The executive compensation program places strong emphasis on actions that create long-term sustainable growth and enhanced value for our shareholders through an annual equity grant program that rewards executives with the ability to participate in our share price appreciation and to share equally in potential downside if share value creation is not achieved. By encouraging long-term performance and enhanced shareholder value, our executives are incentivized to operate our business with integrity, focusing on fostering strategic growth while being mindful to mitigate against risk. In addition to emphasizing long-term growth, our compensation program attracts talented executives by offering a competitive base salary and annual cash incentives, which encourage our executives to achieve annual financial goals.

At our 2022 annual general meeting of shareholders, our shareholders expressed continued support of our executive compensation program, with approximately 87.8% of votes cast in favor of the advisory vote proposal.¹ When designing our 2022 executive compensation program, the Compensation Committee of the Board of Directors, or the Committee, considered, among other things, the Company’s overall financial performance and growth, particular financial and non-financial objectives, benchmarking against market

practices, incentives that reward shareholder value creation, and any shareholder feedback.

We believe that the Company’s financial performance is facilitated by the “pay for performance” design of our compensation program. Our program motivates our executives to deliver financial results, with the appropriate level of risk-taking, against performance metrics in a manner that ultimately aligns with the realized growth of shareholder equity value.

Additional information regarding the Company’s compensation program applicable to the named executive officers is described in Part 4 — “Compensation discussion and analysis” and the related tables and narrative disclosure. For the reasons discussed above, the Board of Directors unanimously recommends that shareholders vote in favor of the following resolution:

“Resolved, that the shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed pursuant to Item 402 of Regulation S-K and described in the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosure, in the proxy statement.”

While the shareholder vote on the resolution is non-binding, the Board of Directors values the opinions that shareholders express in their votes and in any additional dialogue. The Board will consider the outcome of the vote and those opinions when making future compensation decisions. The next shareholder advisory vote on the Company’s executive compensation is expected to occur at the 2024 annual general meeting of shareholders.

In proposal 2 above, we are asking shareholders to vote on an advisory resolution on executive compensation. As part of the Board of Director’s commitment to excellence and pursuant to Section 14A of the Exchange Act, in this proposal 3 the Company is asking shareholders to vote on whether future advisory votes on executive compensation should occur every 1, 2 or 3 years.

After careful consideration, the Board has determined that continuing to hold an advisory vote on executive compensation every year is the most appropriate policy for the Company, and recommends that shareholders vote for future advisory votes on executive compensation to occur every year. While the Company’s executive compensation programs are designed to promote a long-term connection between pay and performance, the Board recognizes that compensation disclosures are made annually. Continuing to hold an annual advisory vote on executive compensation would continue the established practice of shareholders providing the Company with more direct and immediate feedback on those compensation disclosures. However, shareholders should note that because the advisory vote on executive

compensation occurs well after the beginning of the compensation year, and because the different elements of our executive compensation programs are designed to operate in an integrated manner and to complement one another, in many cases it may not be appropriate or feasible to change our executive compensation by the time of the following year’s annual general meeting of shareholders.

Please mark on the proxy card your preference as to the frequency of holding “Say-on-Pay” shareholder advisory votes as either every 1 year, every 2 years, or every 3 years or mark “abstain.” You are not voting to approve or disapprove the Board of Directors’ recommendation on this item.

While the result of this advisory vote on the frequency of the vote on executive compensation is non-binding, the Board of Directors values the opinions that shareholders express in their votes and in any additional dialogue. The Board will consider the outcome of the vote and those opinions when deciding how frequently to conduct the vote on executive compensation.

The Company’s Board of Directors is recommending to shareholders to pass the following resolution:

“It is resolved, that, as a special resolution, the name of the Company is changed from “Herbalife Nutrition Ltd.” to “Herbalife Ltd.”

If this proposal is approved by the shareholders, the name change will be effective as of the date of the Meeting, or April 26, 2023. Subsequent to the name change, the Company will not change its trading symbol on the NYSE and the Common Shares will continue to trade on the NYSE.

The Board of Directors determined that, with the Company’s global reach and the growing field of health and wellness innovation, it would be in the Company’s best interest to change the Company’s name from “Herbalife Nutrition” to “Herbalife” to better align the name with the Company’s expanding business strategy and operation to reach beyond nutritional categories of weight management, targeted nutrition, and energy, sports and fitness products. The Board of Directors, together with management, believes that the proposed name change would allow the Company to better represent our business strategy to distributors, customers, business partners, and the investment community to

be the premier health and wellness company and community.

Under the Articles and Cayman Islands Law, the affirmative vote of not less than 66.67% of the Common Shares present or represented by proxy and entitled to vote, and which do vote, must approve a change to the Company’s name.

The change of name will not affect in any way the validity or transferability of share certificates outstanding at the time of the name change, our capital structure or the trading of the Common Shares on the NYSE.

Following the date of the Meeting, shareholders should continue to hold their existing share certificates regardless of whether the shareholders approve this proposal 4 to change the Company’s name. Shareholders should not destroy any share certificates and should not deliver any share certificates to the transfer agent or take any other action with respect to their Common Shares solely as a result of this proposal. If the name change is approved by shareholders at the Meeting, uncertificated shares currently held in direct registration accounts and any new share certificates that are issued after the name change becomes effective will bear the name “HERBALIFE LTD.”

On February 7, 2023, the Board of Directors approved and recommended for submission to the shareholders for their adoption the Herbalife Nutrition Ltd. 2023 Stock Incentive Plan, or the 2023 Plan. The majority of shares represented in person or by proxy and entitled to vote and which do vote is required for adoption.

The Board believes that the adoption of the 2023 Plan is desirable because it will promote and closely align the interests of employees, directors and consultants of the Company and its shareholders by providing the ability for the Company to award stock-based compensation and other performance-based compensation. The Board believes the 2023 Plan promotes the Company’s ability to drive performance, which the Board believes enhances long-term shareholder value; increases employee stock ownership; and enables the Company to attract and retain outstanding employees, directors and consultants.

If the 2023 Plan is approved by our shareholders, it will become effective on April 26, 2023 (the “Effective Date”), and no further awards will be granted under the Herbalife Ltd. 2014 Stock Incentive Plan (the “2014 Plan”) after the Effective Date.

A maximum of 8,500,000 Common Shares plus (i) any Common Shares that remained available for issuance under the Company’s 2014 Plan as of the Effective Date and (ii) any Common Shares subject to outstanding awards under the 2014 Plan as of the Effective Date that after such date cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and nonforfeitable shares), subject to adjustments as described below, will be available for grants of awards under the 2023 Plan. As of December 31, 2022, the number of Common Shares that remained available for issuance under the 2014 Plan was approximately 2.6 million and the number of Common Shares subject to outstanding awards was approximately 4.6 million. As of December 31, 2022, the maximum potential dilution from the approximately 11.1 million shares available under the 2023 Plan would not have

exceeded 10.6% of fully diluted Common Shares then outstanding. However, taking into account the fungible share counting formula described below, if all of the awards under the 2023 Plan were granted as full value awards (rather than options or SARs), the number of shares subject to such full value awards would only be approximately 6.0 million shares representing approximately 5.7% of fully diluted Common Shares outstanding as of December 31, 2022. The Board believes that the number of Common Shares available under the 2023 Plan represents a reasonable amount of potential equity dilution in light of the purposes of the 2023 Plan as described above. Taking into account the Company’s historic and anticipated mix of equity awards, it is anticipated that the shares available under the 2023 Plan will meet the Company’s needs for up to two years, depending on the Company’s stock price performance over the period. Assuming the Company’s shareholders approve the 2023 Plan at the Meeting, the Company will file a Registration Statement on Form S-8 to register the Common Shares available for issuance under the 2023 Plan under the Securities Act of 1933, as amended.

The following summary of the 2023 Plan is qualified in its entirety by reference to the complete text of the 2023 Plan as set forth in Appendix A to this Proxy Statement. You should read the complete text of the 2023 Plan for more details regarding the operation of the 2023 Plan.

Information Regarding Grants Made under 2014 Plan

Common Share Price. As of February 24, 2023, the closing price of a Common Share on the NYSE was $19.48.

Information on Outstanding Equity Awards; Overhang. Overhang is equal to the number of equity awards outstanding plus the total number of Common Shares available for grant under the Company’s equity plan, divided by the sum of the total Common Shares outstanding, the number of equity awards outstanding and the total number of shares available for grant under the Company’s equity plan. Our overhang as of December 31, 2022 was 9.4%.

Key Features of the 2023 Plan

Description of the 2023 Plan

The material features of the 2023 Plan are summarized below. This summary is qualified in its entirety by reference to the full text of the proposed 2023 Plan, a copy of which is attached as Appendix A to this Proxy Statement. You should read the complete text of the proposed 2023 Plan for more details regarding its operation.

Eligibility. Our members of the Board, employees (including executive officers) and consultants, and the employees and consultants of our subsidiaries, are eligible to participate in the 2023 Plan. As of February 24, 2023, we had 9 non-employee directors, approximately 10,000 employees and 1 consultant that were eligible to participate in the 2023 Plan. As a matter of practice, we limit plan participation among our employees to those who are director-level and above, and dramatically limit the participation of consultants.

Administration. The 2023 Plan is administered by the Compensation Committee or such other committee as designated by the Board, or the Committee. The Committee may grant awards to eligible persons and, to the extent permitted by applicable law, may delegate to (i) one or more subcommittees consisting of one or more directors and/or officers of the Company any of the authority of the Committee under the 2023 Plan or (ii) one or more officers, the right to grant awards in accordance with the terms of the 2023 Plan. The Committee may further designate or delegate to one or more additional officers or employees of the Company or any subsidiary, and/or to one or more agents, authority to assist the Committee in any or all aspects of the day-to-day administration of the 2023 Plan and/or of the awards granted under the 2023 Plan. The Committee has broad authority, as stated in the 2023 Plan, to interpret and administer the 2023 Plan and related agreements and documents and to take various other actions with respect thereto.

Common shares available under the 2023 Plan

Subject to adjustment as provided for in the 2023 Plan, the number of Common Shares subject to grants under the 2023 Plan will not exceed in the aggregate:

These share authorizations are affected by various provisions in the 2023 Plan, as discussed below under “Share counting” and “Other provisions — Adjustments.” The Common Shares issued pursuant to awards granted under the 2023 Plan may be authorized and unissued Common Shares or Common Shares that were reacquired by the Company, including Common Shares purchased in the open market, or a combination of the foregoing.

Share counting

Under the 2023 Plan, each Common Share that is subject to a stock option or SAR counts against the aggregate Plan limit as one Common Share, and each Common Share that is subject to an award other than a stock option or SAR under the 2023 Plan counts against the aggregate 2023 Plan limit as 1.85 Common Shares. Accordingly, under the 2023 Plan, while stock options or SARs could potentially be granted with respect to approximately 11.1 million shares, only approximately 6.0 million shares could be subject to full value awards granted under the 2023 Plan as a result of this share counting formula. For each Common Share subject to an award that is cancelled, forfeited, expires or is settled for cash (in whole or in part) under the 2023 Plan, one Common Share will be added back to the aggregate 2023 Plan limit for such Common Shares subject to a stock option or SAR, and 1.85 Common Shares will be added back to the aggregate 2023 Plan limit for such Common Shares subject to an award other than a stock option or SAR. The number of Common Shares available for grant under the 2023 Plan will not be increased by the following:

Common Shares issued as substitution awards (as defined in the 2023 Plan) in connection with any merger with or acquisition of a company will not decrease the number of Common Shares available for grant under the 2023 Plan, but Common Shares subject to substitution awards will not be available for further awards under the 2023 Plan if the substitution awards are forfeited, expire or settled in cash.

Repricing prohibited

Under the 2023 Plan, other than in connection with a change in the Company’s capitalization, the Company will not, without shareholder approval, reduce the exercise price of a stock option or SAR and, at any time when the exercise price of a stock option or SAR is above the fair market value of a Common Share, the Company will not, without shareholder approval (except in the case of a change in control), exchange such stock option or SAR for a new award or for cash. However, the foregoing provision does not apply in connection with an adjustment involving a corporate transaction or event as provided in the 2023 Plan.

Types of awards authorized under the 2023 Plan

Stock options and stock appreciation rights. The Committee may award stock options, in the form of nonqualified stock options or incentive stock options, or SARs, each with a maximum term of ten years. The Committee will establish the vesting schedule for stock options and SARs and the method of payment for the exercise price, which may include cash, Common Shares, or other awards.

Restricted stock and stock units. The Committee may award restricted stock and restricted stock units and establish the applicable restrictions, including any limitation on voting rights or the receipt of dividends or dividend equivalents. Generally, the Committee will establish the manner and timing under which restrictions may lapse. The Committee may decide to include dividends or dividend equivalents as part of an award of restricted stock or stock units and may accrue dividends or dividend equivalents, as applicable, with or without interest, until the award is paid. However, in no event will dividends or dividend equivalents be paid with respect to unvested or unearned restricted stock or stock unit awards.

Incentive bonuses. The Committee may establish performance criteria and level of achievement versus these criteria that shall determine the amount payable under an incentive bonus. Payment of the amount due under an incentive bonus may be denominated in cash or shares as determined by the Committee. Performance criteria mean any measures, as determined by the Committee, which may be used to measure the level of performance of the Company or a participant during a performance period.

Performance criteria

The Committee may determine that awards under the 2023 Plan will be subject to performance-based vesting criteria. The performance criteria will be one or more of the following performance criteria, or derivations of such

performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit or subsidiary, either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Committee: (i) cash flow (before or after dividends), (ii) earnings per share (including earnings before interest, taxes, depreciation and amortization), (iii) stock price, (iv) return on equity, (v) total shareholder return, (vi) return on capital (including return on total capital or return on invested capital), (vii) return on assets or net assets, (viii) market capitalization, (ix) economic value added, (x) debt leverage (debt to capital), (xi) revenue (including adjusted revenue, Volume Points, net sales and analogous financial measures), (xii) income or net income, (xiii) operating income, (xiv) operating profit or net operating profit, (xv) operating margin or profit margin, (xvi) return on operating revenue, (xvii) cash from operations, (xviii) operating ratio, (xix) operating revenue, (xx) customer service or (xxi) any other measures of performance as the Committee, in its discretion, deems appropriate. The Committee may provide that any evaluation of performance under a performance criteria shall include or exclude any of the following events that occurs during the applicable performance period: (a) the effects of charges for restructurings or discontinued operations, (b) items of gain, loss or expense determined to be infrequently occurring or related to the disposal of a segment of a business or related to a change in accounting principle, (c) the cumulative effect of accounting change, (d) asset write-downs, (e) litigation, claims, judgments, settlements or loss contingencies, (f) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (g) accruals for reorganization and restructuring programs and (h) accruals of any amounts for payment under the 2023 Plan or any other compensation arrangement maintained by the Company.

Other provisions

Limitations on transfer. Awards are not transferable other than by will or the laws of descent and distribution unless determined otherwise by the Committee. Awards may not be pledged or otherwise encumbered.

Amendments. The Board may alter, amend, suspend or terminate the 2023 Plan from time to time subject to approval by the Company’s shareholders if required by applicable law, including the rules and regulations of the NYSE. The Committee may waive conditions or amend the term of awards, or otherwise amend or suspend awards already granted subject to certain conditions.

Adjustments. In the event of certain corporate transaction or events affecting the number or type of outstanding Common Shares, including, for example, a dividend or other distribution (whether in cash, shares or stock), recapitalization, stock or share split, reverse stock or share split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares or issuance of warrants, the Committee will make adjustments as it deems appropriate. These adjustments include changing the number and type of shares to be issued under the 2023 Plan and outstanding awards; changing the per-participant limitations on awards and the grant, purchase or exercise price of outstanding awards; and changing the limitations on the total amount of restricted stock, stock units, performance awards or other share- or stock-based award that may be granted. The Committee may also make adjustments in the terms of awards in connection with certain acquisitions, and make adjustments in performance award criteria or in the terms and conditions of other awards in recognition of infrequently occurring events affecting the Company or its financial statements or of changes in applicable laws, regulations, or accounting principles.

Unless otherwise expressly provided for in an award agreement or another contract, including an employment agreement, or under the terms of a transaction constituting a change in control, the following will occur upon a participant’s involuntary termination of employment within twenty-four months following a change in control, provided that such termination does not result from the participant’s termination for disability, cause or gross misconduct: (i) in the case of a stock option or SAR, the participant will have the ability to exercise such stock option or SAR, including any portion of the stock option or SAR not previously exercisable, and the stock option or SAR will remain exercisable for a period of three years following such termination, but in no event after the expiration of such stock option or SAR, (ii) in the case of an award subject to performance conditions in accordance with the 2023 Plan, the participant will have the right to receive a payment based on performance through a date determined by the Committee prior to the change in control (unless such performance cannot be determined, in which case the participant will have the right to receive a payment equal to the target amount payable), and (iii) in the case of outstanding restricted stock and/or stock units, all conditions to the grant, issuance, retention, vesting or transferability of, or any other restrictions applicable to, such award will immediately lapse.

In the event of a change in control in which the acquiring or surviving company in the transaction does not assume or continue outstanding awards upon the change in control, immediately prior to the change in control, all awards that are not assumed or continued will be treated as follows effective immediately prior to the change in

control: (i) in the case of a stock option or SAR, the participant will have the ability to exercise such stock option or SAR, including any portion of the stock option or SAR not previously exercisable (provided, that any stock option or SAR for which the exercise price is less than the consideration per Common Share payable to shareholders of the Company in such change in control may be cancelled upon the consummation of the change performance conditions in accordance with the 2023 Plan, the participant will have the right to receive a payment based on performance through a date determined by the Committee prior to the change in control (unless such performance cannot be determined, in which case the participant will have the right to receive a payment equal to the target amount payable), and (iii) in the case of outstanding restricted stock and/or stock units, all conditions to the grant, issuance, retention, vesting or transferability of, or any other restrictions applicable to, such award will immediately lapse.

Federal income tax consequences

This general discussion of the U.S. federal income tax consequences of stock options and other awards that may be awarded under the 2023 Plan is intended for the information of shareholders considering how to vote with respect to this proposal and not as tax guidance to participants in the 2023 Plan. Different tax rules may apply to specific participants and transactions under the 2023 Plan, particularly in jurisdictions outside the United States. In addition, this discussion does not address other federal or state tax issues that may be implicated by awards that may be granted under the 2023 Plan.

SARs. No taxable income is recognized upon receipt of SARs. The participant will recognize ordinary income in the year in which the SAR is exercised, in an amount equal to the excess of the fair market value of the underlying Common Shares on the exercise date over the exercise price of the SAR, and the participant will be required to satisfy the tax withholding requirements applicable to such income. The Company generally will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the participant in connection with the exercise of the SAR.

Incentive Stock Options. A participant will have no taxable income upon the grant or exercise of an incentive stock option, except that the alternative minimum tax may apply. Unless there is a disqualifying disposition, as described below, the participant will recognize long-term capital gain in an amount equal to the excess of (i) the amount realized upon the sale or other disposition of the purchased Common Shares over (ii) the exercise price paid for the Common Shares. A disqualifying disposition occurs if the disposition is less than two years after the date of grant or less than one year after the exercise date. If there is a disqualifying disposition of the Common

Shares, then the excess of (a) the fair market value of those Common Shares on the exercise date or (if less) the amount realized upon such sale or disposition over (b) the exercise price paid for the Common Shares will be taxable as ordinary income to the participant. Any additional gain or loss recognized upon the disposition will be a capital gain or loss.

If the participant makes a disqualifying disposition of the purchased Common Shares, then the Company will be entitled to an income tax deduction for the taxable year in which such disposition occurs equal to the amount or ordinary income recognized by the participant as a result of the disposition. The Company will not be entitled to any income tax deduction if the participant makes a qualifying disposition of the Common Shares.

Nonqualified Stock Options. No taxable income is recognized by the participant upon the grant of a nonqualified stock option. Upon exercise of a nonqualified stock option, a participant generally must recognize ordinary income equal to the fair market value of the Common Shares acquired minus the exercise price. The Company generally will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the participant with respect to the exercised nonqualified stock option.

Restricted Stock. A participant who receives a restricted stock award will not recognize any taxable income at the time those Common Shares are issued but will recognize ordinary income as and when those Common Shares subsequently vest, in an amount equal to the excess of (i) the fair market value of the Common Shares on the vesting date over (ii) the cash consideration (if any) paid for the Common Shares. The participant may, however, elect under Section 83(b) of the Internal Revenue Code, or

the Code, to include as ordinary income in the year the unvested Common Shares are issued an amount equal to the excess of (a) the fair market value of those Common Shares on the issue date over (b) the cash consideration (if any) paid for such Common Shares. If the Section 83(b) election is made, the participant will not recognize any additional income as and when the shares subsequently vest. The Company will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the participant with respect to the restricted stock award at the time such ordinary income is recognized by the participant.

RSUs and Other Incentive Awards. No taxable income is recognized upon receipt of RSUs and other incentive awards. The participant will recognize ordinary income in the year in which the Common Shares subject to the award are actually issued or in the year in which the award is settled in cash. The amount of that income will be equal to the fair market value of the Common Shares on the date of issuance or the amount of cash paid in settlement of the award, and the participant will be required to satisfy the tax withholding requirements applicable to the income. The Company generally will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the participant at the time the Common Shares are issued or the cash amount is paid.

Deductibility of Executive Compensation. Section 162(m) of the Code generally limits the Company’s ability to obtain tax deductions for compensation (including under the 2023 Plan) in excess of $1.0 million in any taxable year paid to certain “covered employees.” Covered employees will generally include any executive officer whose compensation was required to be disclosed in the Company’s annual proxy statement for any fiscal year after 2016.

The Audit Committee has selected PricewaterhouseCoopers LLP, or PwC, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. Services provided to the Company and its subsidiaries by PwC in fiscal years 2022 and 2021 are described below under “Fees to independent registered public accounting firm for fiscal years 2022 and 2021.” Additional information regarding the Audit Committee is set forth in the “Audit Committee Report.”

The Articles do not require that our shareholders ratify the selection of PwC as the Company’s independent registered public accounting firm. However, we are requesting ratification because we believe it is a matter of good corporate practice. If the Company’s shareholders do not ratify the selection, the Audit Committee will reconsider whether or not to retain PwC, but may, nonetheless, retain PwC as the Company’s independent registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may change the appointment at any time if it determines that the change would be in the best interests of the Company and its shareholders.

Representatives of PwC are expected to attend the Meeting where they will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Audit Committee Report

The Audit Committee is responsible for monitoring our financial auditing, accounting and financial reporting processes and our system of internal controls, and selecting the independent registered public accounting firm on behalf of the Board of Directors. Our management has primary responsibility for our internal controls and reporting process. Our independent registered public accounting firm, PwC, is responsible for performing an independent audit of our consolidated financial statements and the effectiveness of our internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States), or the PCAOB, and issuing an opinion thereon. In this context, the Audit Committee met

regularly and held discussions with management and PwC. Management represented to the Audit Committee that the consolidated financial statements for fiscal year 2022 were prepared in accordance with U.S. generally accepted accounting principles.

The Audit Committee hereby reports as follows:

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2022, which has been filed with the SEC. The Audit Committee also selected PwC to serve as our independent registered public accounting firm for the year ending December 31, 2023.

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Don Mulligan (Chair)

Sophie L’Hélias

Alan W. LeFevre

Pre-approval policy

The Audit Committee has adopted pre-approval policies and procedures for audit and non-audit services which the Company’s independent registered public accounting firm have historically provided. Pursuant to those policies and procedures, the Company’s independent registered

public accounting firm cannot be engaged to provide the Company any audit or non-audit services to the Company unless the engagement is pre-approved by the Audit Committee in compliance with the Sarbanes-Oxley Act of 2002. All fees and services described in the table above were pre-approved pursuant to this policy.

Strategic accomplishments

The Company achieved the following key strategic accomplishments in 2022 that provided significant support for the Company’s continued success. These include:

Compensation program that aligns pay and performance

Our executive compensation program is designed to pay for performance and to attract and retain an accomplished executive team to lead the Company’s global success selling nutrition products. The compensation program places strong emphasis on actions that create long-term sustainable growth and enhanced value for our shareholders through an annual equity grant program that rewards executives with the ability to participate in our share price appreciation and to share equally in potential downside if shareholder value creation is not achieved. By encouraging long-term performance and enhanced shareholder value, our executives are incentivized to operate our business with integrity, focusing on fostering strategic growth while being mindful to mitigate against risk. In addition to emphasizing long-term growth, our compensation program attracts talented executives by offering a competitive base salary and annual cash incentives, which encourage our executives to achieve annual financial goals. The Committee has the responsibility for establishing, developing and implementing these programs while ensuring against excessive level of risk-taking by the Company’s executives.

The direct compensation of our NEOs in 2022 consisted of base salary, annual cash incentives, and grants of equity in the form of performance share units, or PSUs, and time-

vesting restricted share units, or RSUs, and, in the case of Mr. Johnson in December 2022, stock appreciation rights, or SARs. To create and reinforce a “pay for performance” philosophy and culture and increase alignment with the expectations of investors in the Company, the annual cash incentives and equity components comprise the vast majority of the total compensation of our NEOs. In setting target total compensation, the Committee annually reviews and assesses the total compensation opportunity for each NEO primarily against that of comparable executives within the list of comparator companies selected by the Committee to serve as a market benchmark, along with other comparative factors such as scope and responsibilities of a given executive role. Although there is no targeted mix of compensation elements, the proportion of compensation designed to be delivered in variable versus fixed pay increases with the ability of the executive to influence overall Company performance.

For 2022, the percentage of targeted direct compensation provided in the form of annual and long-term incentives tied to the Company’s performance was between 79% to 100% for our NEOs who were executive officers as of December 31, 2022. As reflected under the “2022 summary compensation table”, actual compensation paid provided in the form of such incentives was between 77% to 100% of total compensation for NEOs who were executive officers as of December 31, 2022.*

At our 2022 annual general meeting of shareholders, excluding “abstention” votes, our shareholders demonstrated their continued support of our executive compensation program, with approximately 87.8% of votes cast in favor of the advisory “say on pay” vote proposal.¹ We believe this vote reflects continued support for our executive compensation program structure, which focuses on optimizing (a) incentives and metrics that result in the greatest degree of alignment with all stakeholder interests, and (b) recruitment, engagement, motivation and retention of executives. Additionally,

through our meetings with shareholders, our investors expressed continued support for our executive compensation program. Accordingly, no changes were made to our executive compensation program in response to the 2022 say-on-pay vote. We continue to consider the results from our advisory votes on executive compensation, as well as feedback received throughout the year, and evaluate our program to find ways we can further align management incentives with the interests of our shareholders, our distributors and our employees, which we view to be essential to our long-term success.

Base salaries

Base salaries for our NEOs are intended to reflect the scope of their responsibilities, performance, skills and experience as compared with relevant and comparable market talent. When establishing base salaries for NEOs, the Committee considers market data and positions target pay for the NEOs based on a number of factors, including experience and tenure of the executive, scope of responsibilities, business performance and individual performance.

The Committee generally reviews base salaries of our NEOs in February of each year. In its annual review of the base salaries for our NEOs in February 2022, the Committee determined to have the base salaries of our NEOs listed below remain generally unchanged, other than Mr. Amezquita as noted below. Mr. Levy was not subject to Committee review in February 2022. The chart below shows the 2022 and 2021 base salaries for each NEO (other than Dr. Agwunobi), and the rationale for any salary changes in 2022.

Annual incentive awards

Our annual cash incentive plan is designed to motivate and reward the achievement of annual financial targets that create value for our stakeholders. The Committee establishes financial performance targets and goals for our annual incentive plan each year, taking into consideration that such targets and goals align with and support the Company’s business strategy, recognize current business conditions, align with the current year financial budget and require performance that is competitive with those of the Herbalife Nutrition Peer Group.

Incentive bonus awards are subject to approval by the Committee, and continuous employment through the date such bonus award payment is made. Notwithstanding the foregoing, the Committee, in its sole

and absolute discretion, may provide for payment of any incentive bonus award to a terminated employee, which award shall be paid at the time incentive bonus awards are paid to active employees.

The 2022 performance criteria consisted of: (1) targeted Volume Points, serving as a proxy for sales, and (2) targeted Operating Income, subject to adjustments as discussed below, which we believe incentivizes our executives to make decisions that improve our profitability.

Target incentive opportunities for our executives are set by the Committee depending on the employee’s position, scope of responsibilities, ability to influence Company results, and competitive pay practices among the Herbalife Nutrition Peer Group.