MANNATECH INC — Regulatory Filings 2018

Jun 11, 2018

8-K 1 mtex8-k2018shareholdermeet.htm MTEX 8-K 2018 SHAREHOLDER MEETING RESULTS html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using Wdesk 1 Copyright 2018 Workiva Document

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): June 6, 2018

MANNATECH, INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

Texas	000-24657	75-2508900
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1410 Lakeside Parkway, Suite 200
Flower Mound, Texas 75028
(Address of Principal Executive Offices, including Zip Code)
Registrant’s Telephone Number, including Area Code: (972) 471-7400

( Former name or former address, if changed 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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)

o 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. o

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Item 5.07 Submission of Matters to a Vote of Security Holders

Mannatech, Incorporated (the “Company”) held its 2018 Annual Shareholders’ Meeting (the "Meeting") on June 6, 2018 . The Company’s shareholders considered three proposals, each of which is described in the Proxy Statement. A total of 1,861,252 shares were represented in person or by proxy at the Meeting, or approximately 68.4% of the total shares outstanding. The final results of votes with respect to the proposals submitted for shareholder vote at the Meeting are set forth below.

Proposal 1 - Election of Directors

Shareholders elected Larry A. Jobe, Kevin Robbins, and Gerald Gilbert as Class I directors.

Director	For	Withheld	Broker Non-Votes
Larry A. Jobe	1,124,933	72,566	663,753
Kevin Robbins	1,123,399	74,100	663,753
Gerald Gilbert	1,124,959	72,540	663,753

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, 2018 .

For	Against	Abstain	Broker Non-Votes
1,775,972	70,777	14,503	0

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

Shareholders approved, on an advisory basis, executive compensation.

For	Against	Abstain	Broker Non-Votes
1,182,755	11,718	3,026	663,753

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
99.1 *	Press Release, dated June 11, 2018, titled "Mannatech Announces Results of Annual Shareholders' Meeting".

• Furnished herewith.

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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.

Date: June 11, 2018

MANNATECH, INCORPORATED
By:	/s/ David Johnson
	David Johnson
	Chief Financial Officer

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