MANNATECH INC — Regulatory Filings 2015

May 29, 2015

8-K 1 form8k.htm MANNATECH, INC 8-K 5-28-2015 Licensed to: Summit Financial Printing, LLC Document created using EDGARfilings PROfile 3.3.0.0 Copyright 1995 - 2015 Summit Financial Printing, LLC. All rights reserved.

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 28, 2015

MANNATECH, INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

Texas	000-24657	75-2508900
(State or other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

600 S. Royal Lane, Suite 200

Coppell, Texas 75019

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: (972) 471-7400

(Former name or former address, if change 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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17CFR 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))

Item 5.07 Submission of Matters to a Vote of Security Holders

Mannatech, Incorporated (the “Company”) held its 2015 Annual Shareholders’ Meeting on May 28, 2015. The Company’s shareholders considered three proposals, each of which is described in the Proxy Statement. A total of 2,084,587 shares were represented in person or by proxy, or 77.8% of the total shares outstanding. The final results of votes with respect to the proposals submitted for shareholder vote at the 2015 Annual Shareholders’ Meeting are set forth below.

Proposal 1 – Election of Directors

Shareholders elected Gerald E. Gilbert, Larry A. Jobe and Marlin Ray Robbins as Class I Directors.

Director — Gerald E. Gilbert	1,120,920	65,541	898,126
Larry A. Jobe	1,120,853	65,608	898,126
Marlin Ray Robbins	1,119,188	67,273	898,126

Proposal 2 – Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm

Shareholders ratified the appointment of BDO USA, LLP as the Company’s independent public accounting firm for the fiscal year ending December 31, 2015.

For — 2,075,377	2,847	6,363

Proposal 3 – Approval, on an advisory basis, of Executive Compensation (“Say-on-Pay”)

Shareholders approved, on an advisory basis, executive compensation of the Company’s named executive officers.

For — 1,162,973	20,446	3,042	898,126

The Company’s press release related to the foregoing event is filed as Exhibit 99.1 to the Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Exhibit
99.1*	Press Release dated May 29, 2015 entitled “Mannatech Announces Results of Annual Shareholders’ Meeting”.

• filed herewith.

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.

/s/ S. Mark Nicholls
S. Mark Nicholls
Chief Financial Officer

Exhibit Index

Exhibit Number	Exhibit
99.1*	Press Release dated May 29, 2015 entitled “Mannatech Announces Results of Annual Shareholders’ Meeting”.

• filed herewith.