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 June 25, 2024, the Board of Directors (the “Board”) of Herbalife Ltd. (the “Company”) appointed Perkins Miller as a director to fill a newly created Board seat. The Board has not yet made any determination regarding committee appointments for Mr. Miller. The Company will disclose any committee assignments, once determined, in an amendment to this Current Report on Form 8-K.
Mr. Miller’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 12, 2024. Mr. Miller 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. Miller 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. Miller 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. | ||||||
| June 26, 2024 | By: | /s/ HENRY C. WANG | ||||
| Name: | Henry C. Wang | |||||
| Title: | Chief Legal Officer and Corporate Secretary | |||||