Mannatech Incorporated filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$MTEX
Medicinal Chemicals and Botanical Products
Health Care
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): June 4, 2025
(Exact Name of Registrant as Specified in its Charter)
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Registrant’s Telephone Number, including Area Code: (972) 471-7400
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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 (see General Instruction A.2. below):
Securities Registered Pursuant to Section 12(b) of the Act:
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| par value $0.0001 per share | |||||||||||
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)
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Item 5.07 Submission of Matters to a Vote of Security Holders
Mannatech, Incorporated (the “Company”) held its 2025 Annual Shareholders’ Meeting (the "Meeting") on June 3, 2025. The Company’s shareholders considered four proposals, each of which were described in the Proxy Statement. A total of 1,478,342 shares were represented in person or by proxy at the Meeting, or approximately 77.8% of the total shares outstanding. The final results of votes with respect to the proposals submitted for shareholder vote at the Meeting are set forth below.
Proposal 1 - Election of Directors
Shareholders elected J. Stanley Fredrick and Tyler J. Rameson as Class II directors.
| Director | For | Withheld | Broker Non-Votes | ||||||||
| J. Stanley Fredrick | 996,410 | 59,239 | 422,693 | ||||||||
| Tyler J. Rameson | 985,671 | 69,978 | 422,693 | ||||||||
Proposal 2 - Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm
Shareholders ratified the appointment of BDO USA, P.C. as the Company’s independent public accounting firm for the fiscal year ending December 31, 2025.
| For | Against | Abstain | ||||||
| 1,423,478 | 53,835 | 1,029 | ||||||
Proposal 3 - Approval, on an advisory basis, of Executive Compensation (“Say-on-Pay”)
Shareholders approved, on an advisory basis, executive compensation.
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 1,039,986 | 8,620 | 7,043 | 422,693 | ||||||||
Proposal 4 - Approval, on an advisory basis, frequency of future votes on Executive Compensation (“Say-on-Frequency”)
Shareholders approved, on an advisory basis, executive compensation.
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||||||||
| 774,408 | 619 | 280,406 | 216 | 422,693 | ||||||||||
Item 9.01 Financial Statements and Exhibits
| Exhibit Number | Description | ||||
99.1* | Press Release, dated June 4, 2025, titled "Mannatech Announces Results of Annual Shareholders' Meeting". | ||||
*Furnished herewith.
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.
Date: June 4, 2025
| MANNATECH, INCORPORATED | |||||
| By: | /s/ Landen Fredrick | ||||
| Landen Fredrick | |||||
| Chief Executive Officer | |||||