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
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(Address of principal executive offices and zip code)
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(
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(Registrant's telephone number, including area code)
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N/A
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(Former name or former address, if changed since last report)
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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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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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 5.07. |
Submission of Matters to a Vote of Security Holders.
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On June 7, 2023, the following proposals were approved by the stockholders of Nu Skin Enterprises, Inc. (the “Company”) at the Company’s 2023 Annual Meeting of
Stockholders:
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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;
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Advisory approval of the Company’s executive compensation; and
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Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
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In addition, a majority of the shares that were voted at the meeting voted to conduct future stockholder advisory votes on the Company’s executive compensation annually.
The voting results were as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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Election of Directors
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Emma S. Battle
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42,411,705
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473,899
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22,817
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2,696,438
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Daniel W. Campbell
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41,748,283
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1,137,199
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22,939
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2,696,438
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Andrew D. Lipman
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41,855,064
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1,030,431
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22,926
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2,696,438
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Steven J. Lund
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41,626,516
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1,259,507
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22,398
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2,696,438
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Ryan S. Napierski
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41,995,463
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890,323
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22,635
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2,696,438
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Laura Nathanson
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42,366,437
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519,167
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22,817
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2,696,438
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Thomas R. Pisano
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41,883,585
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1,002,201
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22,635
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2,696,438
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Zheqing (Simon) Shen
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42,688,814
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196,671
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22,936
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2,696,438
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Edwina D. Woodbury
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42,691,074
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194,702
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22,645
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2,696,438
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Advisory Approval of the Company’s Executive Compensation
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42,369,023
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507,952
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31,446
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2,696,438
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Ratification of PricewaterhouseCoopers LLP
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44,751,013
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829,330
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24,516
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0
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1 Year
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2 Years
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3 Years
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Abstain
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Broker
Non-Votes
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Advisory Vote on the Frequency of Future Stockholder Advisory Votes on the Company’s Executive Compensation
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38,657,844
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1,776,736
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2,458,877
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14,964
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2,696,438
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In light of these results, the Company intends to continue holding stockholder advisory votes on its executive compensation annually.
SIGNATURE
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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NU SKIN ENTERPRISES, INC.
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(Registrant)
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/s/ James D. Thomas
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James D. Thomas
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Chief Financial Officer
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Date: June 8, 2023
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