|
|
||
|
Date of Report (Date of earliest event reported)
|
||
|
|
||
|
(Exact name of registrant as specified in its charter)
|
|
|
|
|
||
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification Number)
|
|
|
||
|
(Address of principal executive offices and zip code)
|
||
|
(
|
||
|
(Registrant’s telephone number, including area code)
|
||
|
N/A
|
||
|
(Former name or former address, if changed since last report)
|
|
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))
|
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
|
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
| 1. |
Share Reserve. The Plan increases the share authorization by
2,850,000 shares.
|
| 2. |
Termination Date. The termination date is extended to the
tenth anniversary of the effective date of the Amended and Restated Plan, which is May 28, 2036.
|
| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
|
| • |
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;
|
| • |
Advisory approval of the Company’s executive compensation;
|
| • |
Approval of the Company’s Amended and Restated 2024 Omnibus Incentive Plan; and
|
| • |
Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.
|
|
|
For
|
Against
|
Abstain
|
Broker
Non-Votes
|
|
Election of Directors
|
||||
|
Emma S. Battle
|
33,948,833
|
403,121
|
51,687
|
5,430,258
|
|
Daniel W. Campbell
|
33,978,430
|
298,746
|
126,465
|
5,430,258
|
|
Steven J. Lund
|
33,854,219
|
520,147
|
29,275
|
5,430,258
|
|
Ryan S. Napierski
|
34,083,028
|
289,928
|
30,685
|
5,430,258
|
|
Laura Nathanson
|
33,593,418
|
767,205
|
43,018
|
5,430,258
|
|
Thomas R. Pisano
|
34,078,549
|
279,972
|
45,120
|
5,430,258
|
|
James M. Winett
|
34,027,452
|
330,366
|
45,823
|
5,430,258
|
|
Edwina D. Woodbury
|
33,953,493
|
399,800
|
50,348
|
5,430,258
|
|
Mark A. Zorko
|
34,036,158
|
322,233
|
45,250
|
5,430,258
|
|
|
||||
|
Advisory Approval of the Company’s Executive Compensation
|
33,111,458
|
1,255,101
|
37,082
|
5,430,258
|
|
|
||||
|
Approval of the Amended and Restated 2024 Omnibus Incentive Plan
|
24,185,333
|
10,177,825
|
40,483
|
5,430,258
|
|
|
||||
|
Ratification of PricewaterhouseCoopers LLP
|
38,798,633
|
970,082
|
65,184
|
0
|
| Item 9.01 |
Financial Statements and Exhibits.
|
|
Nu Skin Enterprises, Inc. Amended and Restated 2024 Omnibus Incentive Plan.
|
|
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
|
NU SKIN ENTERPRISES, INC.
|
||
|
(Registrant)
|
||
|
/s/ Chelsea K. Lantz
|
||
|
Chelsea K. Lantz
|
||
|
Chief Financial Officer
|
||
|
Date: May 29, 2026
|
||