Current Report Filing (8-k)
14 Januar 2019 - 10:33PM
Edgar (US Regulatory)
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): January 8, 2019
Herbalife Nutrition Ltd.
(Exact Name of Registrant as Specified in Charter)
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Cayman Islands
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1-32381
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98-0377871
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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P.O. Box 309GT, Ugland House,
South Church Street, Grand Cayman
Cayman Islands
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KY1-1106
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: c/o
(213) 745-0500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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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☐
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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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☐
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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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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.
(e) On January 8, 2019, the Board of Directors (Board) of Herbalife
Nutrition Ltd., a Cayman Islands exempted company incorporated with limited liability (the Company), modified the compensation for Michael O. Johnson, the Companys Chief Executive Officer and Executive Chairman. Effective
January 8, 2019, Mr. Johnsons annual base salary rate was increased to $500,000. Mr. Johnson will continue to be eligible for an annual bonus targeted at 80% of his annual base salary. In the event Mr. Johnson is not
employed by the Company at the time the Company pays annual bonuses to executives generally per the terms of the Companys 2019 annual bonus plan, Mr. Johnson will be entitled to a
pro-rata
annual
bonus for 2019 based upon the number of days he was employed by the Company during 2019. All other terms, conditions, obligations or agreements contained in Mr. Johnsons Letter Agreement dated November 1, 2016 among the Company,
Herbalife International of America, Inc. and Mr. Johnson, and any amendments thereto, remain in full force and effect.
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.
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Herbalife Nutrition Ltd.
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January 14, 2019
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By:
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/s/ Henry Wang
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Name: Henry Wang
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Title: EVP and General Counsel
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