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):
May 11, 2022
 
USANA HEALTH SCIENCES, INC.
(Exact name of registrant as specified in its charter)

Utah
(State or other jurisdiction of incorporation)

001-35024
 
87-0500306
(Commission File No.)
 
(IRS Employer
Identification No.)
 
3838 West Parkway Boulevard
Salt Lake City, Utah 84120
(Address of principal executive offices, Zip Code) 
Registrant's telephone number, including area code: (801) 954-7100
 
Check the appropriate box below if the Form 8-K ling is intended to simultaneously satisfy the ling obligation of the registrant under any of the following provisions:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, $0.001 par value per share
 
USNA
 
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as dened 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 nancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.07          Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Shareholders on May 9, 2022.  A total of 17,371,833 shares (approximately 91%) of the issued and outstanding shares of USANA common stock were represented by proxy or in person at the meeting.  The following matters were submitted and voted upon at the Annual Meeting:

1.
USANA shareholders voted to elect seven individuals to the Board of Directors for the succeeding year as set forth below:

Name
 
Number of
Shares For
 
Number of
Shares
Withheld
 
Number of
Shares
Abstaining
 
Broker Non-
Votes
Kevin G. Guest
 
16,083,445
 
372,982
 
-
 
915,406
Xia Ding
 
16,423,086
 
33,341
 
-
 
915,406
John T. Fleming
 
16,253,450
 
202,977
 
-
 
915,406
Gilbert A. Fuller
 
16,093,247
 
363,180
 
-
 
915,406
Peggie J. Pelosi
 
16,237,746
 
218,681
 
-
 
915,406
Frederic Winssinger
 
16,168,204
 
288,223
 
-
 
915,406
Timothy E. Wood, Ph.D.
 
16,256,811
 
199,616
 
-
 
915,406

2.
USANA shareholders voted to ratify the Board’s selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2022 as set forth below:

Number of
Shares For
 
Number of
Shares
Against
 
Number of
Shares
Abstaining
 
Broker Non-
Votes
17,335,468
 
31,969
 
4,396
 
-
     

3.
USANA shareholders voted to approve, on an advisory basis, executive compensation as set forth below:

Number of
Shares For
 
Number of
Shares
Against
 
Number of
Shares
Abstaining
 
Broker Non-
Votes
15,716,955
 
728,187
 
11,285
 
915,406





2

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.

 
USANA HEALTH SCIENCES, INC.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ G. Douglas Hekking
 
 
 
 
 
 
G. Douglas Hekking, Chief Financial Officer
 

Date:  May 11, 2022

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