8-K

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 11, 2009

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:

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

Item 8.01. Other Events.

On June 11, 2009, Mannatech issued a press release announcing the results of its annual shareholders’ meeting held on June 10, 2009. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item8.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibit
99.1*	Press release dated June 11, 2009 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.

	MANNATECH, INCORPORATED
Dated: June 11, 2009	By:	/s/ Stephen D. Fenstermacher
		Stephen D. Fenstermacher Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Exhibit
99.1*	Press release dated June 11, 2009 entitled “Mannatech Announces Results of Annual Shareholders’ Meeting.”

*Filed herewith.

EX-99.1

Mannatech Announces Results of Annual Shareholders’ Meeting

Shareholders approved all proposals

Coppell, Texas, June 11, 2009—Mannatech, Incorporated (NASDAQ – MTEX), a leading developer and provider of proprietary dietary supplements, weight management products and skin care solutions, announced that its shareholders passed both proposals put to a vote at the company’s annual shareholder meeting held Wednesday, June 10, 2009.

Mannatech’s President and Chief Executive Officer Wayne L. Badovinus, spoke to the shareholders and employees providing the company’s accomplishments and perspective on 2008. In addition, the new Chairman of the Board J. Stanley Fredrick provided opening remarks.

Also at the meeting, a discussion of the company’s results for 2008 was led by Stephen D. Fenstermacher, chief financial officer and executive vice president. Additional highlights discussed at the meeting related to Mannatech’s operations for 2008 and for the first quarter of 2009.

More than 97 percent of shareholders voting in person or by proxy approved Mannatech’s proposal to elect the following individuals to its Board of Directors as Class I Directors: Gerald E. Gilbert, Larry A. Jobe, and Marlin Ray Robbins.

Approximately 98 percent of Mannatech’s shareholders voting in person or by proxy also ratified the appointment of Mannatech’s independent registered public accounting firm, BDO Seidman, LLP, for Mannatech’s fiscal year ended December 31, 2009.

About Mannatech

Mannatech, Incorporated, is a global wellness solutions provider of innovative, high-quality, proprietary dietary supplements, weight management products and skin care solutions sold through independent Associates and Members located in the United States and the international markets of Canada, Australia, the United Kingdom, Japan, New Zealand, the Republic of Korea, Taiwan, Denmark, Germany, South Africa, and Singapore. For more information please visit www.mannatech.com or www.allaboutmannatech.com.

Please Note: This release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by use of phrases or terminology such as “believes,” ”anticipates,” “intends” or other similar words or the negative of such terminology. Similarly, descriptions of Mannatech’s objectives, strategies, plans, goals or targets contained herein are also considered forward-looking statements. Mannatech believes this release should be read in conjunction with all of its filings with the United States Securities and Exchange Commission and cautions its readers that these forward-looking

statements are subject to certain events, risks, uncertainties, and other factors. Some of these factors include, among others, Mannatech’s inability to attract and retain associates and members, increases in competition, litigation, regulatory changes, and its planned growth into new international markets. Although Mannatech believes that the expectations, statements, and assumptions reflected in these forward-looking statements are reasonable, it cautions readers to always consider all of the risk factors and any other cautionary statements carefully in evaluating each forward-looking statement in this release, as well as those set forth in its latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q, and other filings filed with the United States Securities and Exchange Commission, including its current reports on Form 8-K. All of the forward-looking statements contained herein speak only as of the date of this release.

Contact Information:

Gary Spinell

Vice President Finance & Administration

972-471-6512

ir@mannatech.com

www.mannatech.com

www.exploremannatech.com

www.allaboutmannatech.com