Herbalife Ltd. filed SEC Form 8-K: Results of Operations and Financial Condition, Regulation FD Disclosure
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| Item 2.02. | Results of Operations and Financial Condition. |
On May 1, 2024, Herbalife Ltd. (the “Company”) issued a press release announcing its financial results for its first fiscal quarter ended March 31, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Item 2.02 and Exhibit 99.1 attached to this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On April 25, 2024, the Company held its 2024 annual general meeting of shareholders. The Company’s shareholders voted on the four proposals presented at the meeting, as set forth below.
Proposal 1: Election of Directors.
Ten board nominees for director were elected by a majority of the votes cast with respect to each nominee to serve until the 2025 annual general meeting of shareholders of the Company or until their successors are duly elected and qualified. The voting results are as follows:
| For | Against | Abstain | Broker Non-votes |
|||||||||||||
| Michael O. Johnson |
66,079,357 | 582,448 | 19,226 | 9,921,498 | ||||||||||||
| Richard H. Carmona |
65,747,055 | 915,113 | 18,863 | 9,921,498 | ||||||||||||
| Celine Del Genes |
57,068,905 | 385,052 | 9,227,074 | 9,921,498 | ||||||||||||
| Sophie L’Hélias |
66,183,554 | 474,934 | 22,543 | 9,921,498 | ||||||||||||
| Alan W. LeFevre |
66,131,815 | 525,590 | 23,626 | 9,921,498 | ||||||||||||
| Michael J. Levitt |
66,377,766 | 281,423 | 21,842 | 9,921,498 | ||||||||||||
| Rodica Macadrai |
66,113,949 | 543,286 | 23,796 | 9,921,498 | ||||||||||||
| Juan Miguel Mendoza |
66,129,687 | 527,738 | 23,606 | 9,921,498 | ||||||||||||
| Don Mulligan |
56,978,797 | 474,785 | 9,227,449 | 9,921,498 | ||||||||||||
| Maria Otero |
56,877,207 | 577,611 | 9,226,213 | 9,921,498 | ||||||||||||
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 | |||
| 55,103,969 | 2,345,635 | 9,231,427 | 9,921,498 |
Proposal 3: Approve an amendment and restatement of the Company’s 2023 Stock Incentive Plan to increase the number of Common Shares available for issuance under such plan.
The amendment and restatement of the Company’s 2023 Stock Incentive Plan to increase the number of Common Shares available for issuance under such plan was approved. The voting results are as follows:
| For |
Against |
Abstain |
Broker Non-votes | |||
| 35,401,164 | 31,266,178 | 13,689 | 9,921,498 |
Proposal 4: Ratify, on an advisory basis, the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2024.
The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2024 was ratified. The voting results are as follows:
| For |
Against |
Abstain |
Broker Non-votes | |||
| 75,553,956 | 1,040,485 | 8,088 | 0 |
| Item 7.01. | Regulation FD Disclosure. |
Earnings Call Investor Slides
The Company intends to reference investor slides during the Company’s earnings conference call to discuss its financial results for its first fiscal quarter ended March 31, 2024. A copy of the presentation can be accessed in the “News and Events” section on the investor relations section of the Company’s website at http://ir.herbalife.com under the heading “IR Calendar”.
The information included in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | Press Release issued by Herbalife Ltd. on May 1, 2024. | |
| 104 | Cover Page Interactive Data File – The cover page from the Company’s Current Report on Form 8-K filed on May 1, 2024 is formatted in Inline XBRL (included as Exhibit 101). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Herbalife Ltd. | ||||||
| May 1, 2024 | By: | /s/ Henry C. Wang | ||||
| Name: | Henry C. Wang | |||||
| Title: | EVP, General Counsel and Corporate Secretary | |||||