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):
March 23, 2016
USANA HEALTH SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Utah
(State or other jurisdiction of incorporation)
001-35024 |
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87-0500306 |
(Commission File No.) |
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(IRS Employer Identification |
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Number) |
3838 West Parkway Boulevard
Salt Lake City, Utah 84120
(Address of principal executive offices, Zip Code)
Registrants telephone number, including area code: (801) 954-7100
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))
Item 8.01 Other Events.
On March 23, 2016, USANA Health Sciences, Inc. issued a press release announcing changes to the make-up of its Board of Directors, which will be proposed to shareholders at the Companys Annual Shareholder Meeting on May 2, 2016. The release provided an overview of the proposed changes, including the election of three new members to the Board, increasing the size of the Board to seven directors, and the upcoming retirement of two of its current Board members. A copy of the press release is furnished herewith as Exhibit 99 to this Current Report on Form 8-K and is incorporated herein by reference. The company will also post this document on its corporate website, www.usanahealthsciences.com.
The information in this Current Report is being furnished and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended. The furnishing of the information in this Current Report is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this Current Report contains is material investor information that is not otherwise publicly available.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99 Press release issued by USANA Health Sciences, Inc. dated March 23, 2016 (furnished herewith).
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.
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USANA HEALTH SCIENCES, INC. | |
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By: |
/s/ Paul A. Jones |
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Paul A. Jones, Chief Financial Officer | |
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Date: March 23, 2016
Exhibit 99
Investors contact: |
Patrique Richards |
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Investor Relations |
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(801) 954-7961 |
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investor.relations@us.usana.com |
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Media contact: |
Dan Macuga |
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Public Relations |
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(801) 954-7280 |
USANA Health Sciences Announces Proposed
Expansion of its Board of Directors
SALT LAKE CITY, March 23, 2016 (BUSINESS WIRE)USANA Health Sciences, Inc. (NYSE:USNA) today announced that it is proposing to shareholders the election of three new members to its Board of Directors at its Annual Shareholder Meeting on May 2, 2016. The proposal would increase the size of the Board to seven directors and expand the breadth of expertise, backgrounds and viewpoints of the Board. David A. Wentz, Co-Chief Executive Officer of the Company, Frederic J. Winssinger and Feng Peng have been nominated by the Board to stand for election at the Annual Shareholder Meeting. D. Richard Williams, who was appointed to the Board in March 2016, will also stand for re-election at the Annual Shareholder Meeting, along with Dr. Myron W. Wentz, Robert Anciaux and Gilbert A. Fuller. Long time Board members Jerry G. McClain and Ronald S. Poelman will retire from the Board when their current terms expire at the 2016 Annual Meeting. Mr. McClain has served as a director of USANA since June 2001, while Mr. Poelman has served as a director since 1995.
Mr. Wentz was appointed Chief Executive Officer of USANA in July 2008 and became Co-Chief Executive Officer in August 2015. He has held a number of other strategic positions with the Company since its inception in 1992. Mr. Wentzs addition to the Board will expand the Boards industry expertise and further unify the Boards partnership with management.
Mr. Winssinger has more than two decades of experience in the financial markets, including serving as a portfolio manager in London with JP Morgan Investment Management, Adelphi Capital, Capital@Work, and, most recently, RW Partners, where he was the managing partner. He is the founder and managing director of PlanningCore Wealth Advisors in Phoenix, Arizona.
Mr. Peng has extensive business experience in China, financial and corporate strategy expertise, and a strong information technology background. Since 2013, Mr. Peng has served as the Chief Financial Officer of Ossen Innovation Company, Ltd., a China-based manufacturing company listed on the NASDAQ exchange. Prior to that, he served as Senior Vice President at MZ Group, where he provided strategic consulting services related to U.S. capital markets to Chinese clients. Prior to working at MZ Group, he served in various capacities at Thomson Financial and Citigroup.
Myron W. Wentz, Ph.D., Chairman of the Board, commented, Rons and Jerrys expertise, wisdom and integrity have made immeasurable contributions to the Board and USANA over the years. They have played a significant role in our development into a global nutrition company. On behalf of the Board, employees and shareholders, we are grateful for their many years of service and the significant contributions they have made. We wish them all the best in their future endeavors.
Wentz added, We are delighted that Dave, Frederic and Feng have accepted nominations to the USANA Board and agreed to serve USANAs shareholders. Their extensive industry, financial, and international expertise will provide significant value to the USANA Board and executive team.
About USANA
USANA develops and manufactures high-quality nutritional supplements, healthy foods and personal care products that are sold directly to Associates and Preferred Customers throughout the United States, Canada, Australia, New Zealand, Hong Kong, China, Japan, Taiwan, South Korea, Singapore, Mexico, Malaysia, the Philippines, the Netherlands, the United Kingdom, Thailand, France, Belgium, Colombia and Indonesia. More information on USANA can be found at http://www.usanahealthsciences.com.