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 March 1, 2024, the Board of Directors (the “Board”) of Herbalife Ltd. (the “Company”) accepted the resignation of Board member Kevin M. Jones, which was previously delivered pursuant to the Company’s director resignation policy set forth in its Principles of Corporate Governance. Mr. Jones’s resignation did not result from any disagreement with the Company on any matters related to the Company’s operations, policies or practices.
On March 1, 2024, the Board appointed Michael J. Levitt to fill the vacancy created by Mr. Jones’s departure. Mr. Levitt’s compensation as a director will be consistent with that provided to all non-employee directors in accordance with the Company’s compensation plan for non-employee directors described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2023. Mr. Levitt will also enter into the Company’s standard form of indemnification agreement, the form of which was filed as Exhibit 10.46 to Amendment No. 4 to the Company’s registration statement on Form S-1 filed with the SEC on December 2, 2004.
There is no arrangement or understanding pursuant to which Mr. Levitt was appointed to the Board. The Company has not been a participant in any transaction since the beginning of its last fiscal year and is not a participant in any currently proposed transaction in which Mr. Levitt or any member of his immediate family, as the case may be, had or will have a direct or indirect material interest.
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. | ||||
| March 7, 2024 | By: | /s/ HENRY C. WANG | ||
| Name: | Henry C. Wang | |||
| Title: | EVP, General Counsel and Corporate Secretary | |||