Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
As set forth in greater detail in Item 5.07 below, at the Company’s 2023 Annual General Meeting of Shareholders held on April 26,
2023, the Company’s shareholders approved the Company’s 2023 Stock Incentive Plan (the “2023 Plan”), which provides for the issuance of up to 8,500,000 common shares of the Company pursuant to awards granted under the 2023 Plan, plus any common
shares that remained available for issuance under the Company’s prior stock incentive plan or were subject to outstanding awards under the prior plan that, after the approval of 2023 Plan are canceled, expired, forfeited or otherwise not issued
under the prior plan or settled in cash, in each case adjusted as described in the 2023 Plan. The terms of the 2023 Plan are summarized in Part 3, Proposals to be voted upon at the meeting under the heading “Proposal 5: Approve the Company’s
2023 Stock Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 14, 2023, which summary is incorporated herein by reference.
On April 27, 2023, the Company’s Chief Operating Officer, Mark Schissel, gave notice of his planned retirement. Effective July 1,
2023, Mr. Schissel will step down as Chief Operating Officer of the Company. On April 27, 2023, Frank Lamberti, currently the Company’s Regional President of the Americas, was appointed to succeed Mr. Schissel as the Chief Operating Officer
effective July 1, 2023.
Mr. Lamberti, 50, has served as the Company’s Regional President of the Americas since July 2022. Mr. Lamberti previously served as the Company’s Executive
Vice President, Distributor and Customer Experience and Chief of Staff from August 2021 to July 2022. Mr. Lamberti served as the Company’s Executive Vice President, Distributor and Customer Experience from August 2017 to August 2021. Prior to such
roles, Mr. Lamberti held progressive roles and responsibilities at the Company over various finance and operations functions, having joined the Company in 2005. Mr. Lamberti has a Bachelor of Science degree in Business Management from Florida
Atlantic University.
In connection with his promotion, beginning July 1, 2023, Mr. Lamberti will have an annual salary of $625,000, and a target annual cash
incentive equal to 80% of base salary, subject to actual performance. Mr. Lamberti will continue to be eligible to participate in the Company’s long-term incentive plan, with the size, form, and timing of grants, if any, subject to the approval of
the Board’s Compensation Committee. In July 2023, Mr. Lamberti will be entitled to an award of stock appreciation rights (75% of equity value) and restricted stock units (25% of equity value) having a grant date fair value equal to $1,400,000,
reduced by the grant date fair value of the equity incentive awards granted to Mr. Lamberti in 2023 in the ordinary course.
Mr. Lamberti is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 26, 2023, the Company held its 2023 Annual General Meeting of Shareholders. The Company’s shareholders voted on the six 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 2024 annual
general meeting of shareholders of the Company or until their successors are duly elected and qualified. The voting results are as follows:
|
|
For
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|
|
Against
|
|
|
Abstain
|
|
|
Broker
Non-votes
|
|
Michael O. Johnson
|
|
74,724,077
|
|
|
1,120,324
|
|
|
36,900
|
|
|
8,061,544
|
|
Richard H. Carmona
|
|
75,089,856
|
|
|
752,965
|
|
|
38,480
|
|
|
8,061,544
|
|
Celine Del Genes
|
|
75,377,989
|
|
|
459,297
|
|
|
44,015
|
|
|
8,061,544
|
|
Stephan Paulo Gratziani
|
|
75,519,872
|
|
|
323,286
|
|
|
38,143
|
|
|
8,061,544
|
|
Kevin M. Jones
|
|
75,179,807
|
|
|
656,712
|
|
|
44,782
|
|
|
8,061,544
|
|
Sophie L’Hélias
|
|
75,459,804
|
|
|
377,492
|
|
|
44,005
|
|
|
8,061,544
|
|
Alan W. LeFevre
|
|
75,380,982
|
|
|
458,533
|
|
|
41,786
|
|
|
8,061,544
|
|
Juan Miguel Mendoza
|
|
75,314,263
|
|
|
529,822
|
|
|
37,216
|
|
|
8,061,544
|
|
Don Mulligan
|
|
75,186,226
|
|
|
649,276
|
|
|
45,799
|
|
|
8,061,544
|
|
Maria Otero
|
|
74,830,492
|
|
|
1,007,570
|
|
|
43,239
|
|
|
8,061,544
|
|
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
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Against
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|
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Abstain
|
|
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Broker
Non-votes
|
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68,148,486
|
|
7,695,289
|
|
|
37,526
|
|
|
8,061,544
|
|
Proposal 3: Advise as to the frequency of shareholder advisory votes on compensation of the Company’s named
executive officers.
Shareholders approved 1 year on the advisory vote as to the frequency of shareholder advisory votes on compensation of the Company’s named
executive officers. The voting results are as follows:
1 year
|
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2 years
|
|
|
3 years
|
|
|
Abstain
|
|
|
Broker
Non-votes
|
|
64,052,233
|
|
10,915,848
|
|
|
900,338
|
|
|
12,882
|
|
|
8,061,544
|
|
Based on these results, and consistent with the Board’s recommendation and Company past practice, the Company will continue to hold a
shareholder advisory vote on the compensation of the Company’s named executive officers annually.
Proposal 4: Approve, as a special resolution, the name change of the Company from “Herbalife Nutrition Ltd.” to
“Herbalife Ltd.”
The special resolution to approve the name change of the Company from “Herbalife Nutrition Ltd.” to “Herbalife Ltd.” was approved. The voting
results are as follows:
For
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Against
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|
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Abstain
|
|
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Broker
Non-votes
|
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83,729,110
|
|
176,192
|
|
|
37,543
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|
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0
|
|
Proposal 5: Approve the Company’s 2023 Stock Incentive Plan.
The Company’s 2023 Stock Incentive Plan was approved. The voting results are as follows:
For
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Against
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|
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Abstain
|
|
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Broker
Non-votes
|
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56,868,314
|
|
18,972,225
|
|
|
40,762
|
|
|
8,061,544
|
|
Proposal 6: Ratify, on an advisory basis, the appointment of PricewaterhouseCoopers LLP as the Company’s independent
registered public accounting firm for fiscal year 2023.
The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2023 was
ratified. The voting results are as follows:
For
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|
Against
|
|
|
Abstain
|
|
|
Broker
Non-votes
|
|
83,688,765
|
|
223,734
|
|
|
30,346
|
|
|
0
|
|