Nu Skin Enterprises Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$NUS
Other Pharmaceuticals
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
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(e)
On May 29, 2025, at the Nu Skin Enterprises, Inc. (the “Company”) 2025 Annual Meeting of Stockholders (the “Annual Meeting”), the Company’s stockholders adopted and
approved the Company’s Amended and Restated 2024 Omnibus Incentive Plan (the “Amended and Restated Plan” or the “Plan”), which previously had been approved by the Company’s Board of Directors and its Compensation and Human Capital Committee subject
to stockholder approval.
The Amended and Restated Plan amends the 2024 Omnibus Incentive Plan primarily as follows:
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Share Reserve. The Plan increases the share authorization
by 790,000 shares.
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Vesting of Performance Cash Awards. The Plan clarifies that
performance cash awards that are denominated and settled solely in cash are not subject to the Plan’s minimum vesting requirements.
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Termination Date. The termination date is extended to the
tenth anniversary of the effective date of the Amended and Restated Plan, which is May 29, 2035.
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The above description of the Amended and Restated Plan is qualified in its entirety by reference to the full text of the Amended and Restated Plan, which is included as
Exhibit 10.1 to this report. A more detailed summary of the Amended and Restated Plan can be found in the Company’s proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April 4, 2025.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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The Company’s stockholders approved the following proposals at the Annual Meeting on May 29, 2025:
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Election of nine directors to serve until their successors are duly elected and qualified at the next annual meeting of stockholders or until their earlier death, resignation or removal;
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Advisory approval of the Company’s executive compensation;
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Approval of the Company’s Amended and Restated 2024 Omnibus Incentive Plan; and
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Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025.
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The voting results were as follows:
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For
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Against
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Abstain
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Broker
Non-Votes |
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Election of Directors
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Emma S. Battle
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32,261,861
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152,049
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44,264
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6,423,455
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Daniel W. Campbell
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31,630,353
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810,047
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17,774
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6,423,455
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Steven J. Lund
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32,055,886
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390,091
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12,197
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6,423,455
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Ryan S. Napierski
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31,244,462
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1,180,143
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33,569
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6,423,455
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Laura Nathanson
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31,987,957
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451,206
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19,011
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6,423,455
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Thomas R. Pisano
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31,616,198
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823,267
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18,709
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6,423,455
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James M. Winett
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32,345,955
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87,993
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24,226
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6,423,455
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Edwina D. Woodbury
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32,290,996
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133,219
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33,959
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6,423,455
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Mark A. Zorko
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32,331,235
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87,538
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39,401
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6,423,455
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Advisory Approval of the Company’s Executive Compensation
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30,210,716
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825,311
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1,422,147
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6,423,455
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Approval of the Amended and Restated 2024 Omnibus Incentive Plan
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30,535,949
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1,899,631
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22,594
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6,423,455
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Ratification of PricewaterhouseCoopers LLP
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38,374,875
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492,904
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13,850
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0
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| Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibits.
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| 10.1 | Nu Skin Enterprises, Inc. Amended and Restated 2024 Omnibus Incentive Plan |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
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NU SKIN ENTERPRISES, INC.
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(Registrant)
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/s/ James D. Thomas
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James D. Thomas
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Chief Financial Officer
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Date: May 30, 2025
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