UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 15, 2023, Mr. Stephan Paulo Gratziani was appointed as the President of Herbalife Ltd. (the “Company”), effective January 2, 2024. The Company first publicly announced Mr. Gratziani’s appointment as President on January 2, 2024.
Mr. Gratziani, 55, has served as the Company’s Chief Strategy Officer since August 2023 and served as a director on the Company’s board of directors (the “Board”) from April 2023 to August 2023. Prior to his appointment as Chief Strategy Officer, Mr. Gratziani was as an Herbalife independent distributor for over 32 years and was a member of the Company’s Chairman’s Club and the Company’s Founder’s Circle. Mr. Gratziani will not continue in his role as the Company’s Chief Strategy Officer following his appointment as President.
In connection with his promotion, beginning January 2, 2024, Mr. Gratziani will have an annual salary of $650,000, and a target annual cash incentive equal to 85% of base salary, subject to actual performance. Mr. Gratziani will continue to be eligible to participate in the Company’s long-term incentive plan, with the size, form, and timing of grants, if any, subject to the approval of the Board’s Compensation Committee.
In connection with his appointment as Chief Strategy Officer and suspension of his distributorship, Mr. Gratziani received the inducement award and payments described in the Company’s press release dated August 2, 2023, a copy of which is filed as exhibit 99.1 hereto and incorporated herein by reference. Additionally, in 2023, prior to his appointment as the Company’s Chief Strategy Officer, Mr. Gratziani earned approximately $27,041 in compensation for his service as a director on the Board and approximately $4.2 million in compensation as a distributor under the Company’s marketing plan.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 99.1 | Press release issued on August 2, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 Ltd. | ||||||
| January 2, 2024 | By: | /s/ HENRY C. WANG | ||||
| Name: | Henry C. Wang | |||||
| Title: | EVP, General Counsel and Corporate Secretary | |||||