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

 
May 29, 2025
 
Date of Report (Date of earliest event reported)
 
 
NU SKIN ENTERPRISES, INC.
 
(Exact name of registrant as specified in its charter)
 
Delaware
  
001-12421
  
87-0565309
(State or other jurisdiction of incorporation)
  
(Commission File Number)
 
  
(IRS Employer Identification Number)
 
75 West Center Street
Provo, Utah 84601
  
 
(Address of principal executive offices and zip code)
 
  
 
(801) 345-1000
  
 
(Registrant’s telephone number, including area code)
 
  
 
N/A
  
 
(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:
 
☐
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
Class A Common Stock, $.001 par value
NUS
New York Stock Exchange

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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On May 29, 2025, at the Nu Skin Enterprises, Inc. (the “Company”) 2025 Annual Meeting of Stockholders (the “Annual Meeting”), the Company’s stockholders adopted and approved the Company’s Amended and Restated 2024 Omnibus Incentive Plan (the “Amended and Restated Plan” or the “Plan”), which previously had been approved by the Company’s Board of Directors and its Compensation and Human Capital Committee subject to stockholder approval.

The Amended and Restated Plan amends the 2024 Omnibus Incentive Plan primarily as follows:


 1.
Share Reserve. The Plan increases the share authorization by 790,000 shares.


2.
Vesting of Performance Cash Awards. The Plan clarifies that performance cash awards that are denominated and settled solely in cash are not subject to the Plan’s minimum vesting requirements.


3.
Termination Date. The termination date is extended to the tenth anniversary of the effective date of the Amended and Restated Plan, which is May 29, 2035.

The above description of the Amended and Restated Plan is qualified in its entirety by reference to the full text of the Amended and Restated Plan, which is included as Exhibit 10.1 to this report. A more detailed summary of the Amended and Restated Plan can be found in the Company’s proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April 4, 2025.

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

The Company’s stockholders approved the following proposals at the Annual Meeting on May 29, 2025:


 •
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 2025.

The voting results were as follows:
 
For
Against
Abstain
Broker
Non-Votes
Election of Directors
        
Emma S. Battle
32,261,861
152,049
44,264
6,423,455
Daniel W. Campbell
31,630,353
810,047
17,774
6,423,455
Steven J. Lund
32,055,886
390,091
12,197
6,423,455
Ryan S. Napierski
31,244,462
1,180,143
33,569
6,423,455
Laura Nathanson
31,987,957
451,206
19,011
6,423,455
Thomas R. Pisano
31,616,198
823,267
18,709
6,423,455
James M. Winett
32,345,955
87,993
24,226
6,423,455
Edwina D. Woodbury
32,290,996
133,219
33,959
6,423,455
Mark A. Zorko
32,331,235
87,538
39,401
6,423,455
 
        
Advisory Approval of the Company’s Executive Compensation
30,210,716
825,311
1,422,147
6,423,455
 
        
Approval of the Amended and Restated 2024 Omnibus Incentive Plan
30,535,949
1,899,631
22,594
6,423,455
 
        
Ratification of PricewaterhouseCoopers LLP
38,374,875
492,904
13,850
0

Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits.

10.1 Nu Skin Enterprises, Inc. Amended and Restated 2024 Omnibus Incentive Plan
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.
 
 
NU SKIN ENTERPRISES, INC.
 
(Registrant)
     
 
/s/ James D. Thomas
  
 
James D. Thomas
  
 
Chief Financial Officer
  
Date:  May 30, 2025