SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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|Item 5.02.|| |
Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 26, 2021, the Board of Directors (the “Board”) of Herbalife Nutrition Ltd. (the “Company”) adopted resolutions expanding the size of the Board from eight to eleven members, and appointed Sophie L’Helias, Kevin M. Jones, and Donal Mulligan as members of the Board, to fill the newly created vacancies on the Board, in each case effective as of February 26, 2021. The Board has not yet made any determination regarding committee appointments for the newly appointed directors. The Company will disclose any committee assignments, once determined, in an amendment to this Current Report on Form 8-K.
Ms. L’Helias, Mr. Jones and Mr. Mulligan will each receive the standard compensation and indemnification applicable to all other non-employee directors. We have described our Non-Management Director Compensation in our Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 17, 2020. The form of indemnification agreement we entered into with each of Ms. L’Helias, Mr. Jones and Mr. Mulligan is an exhibit to Amendment No. 4 to the Company’s registration statement on Form S-1 filed on December 2, 2004.
There is no arrangement or understanding with any of Ms. L’Helias, Mr. Jones and Mr. Mulligan pursuant to which they were selected as directors. The Company has not been a participant in any transaction since the beginning of its last fiscal year, and is not a participant in any currently proposed transaction, in which either Ms. L’Helias, Mr. Jones or Mr. Mulligan, or any member of her or his immediate family, as the case may be, had or will have a direct or indirect material interest.
On February 26, 2021, Board Members Michael Montelongo and Margarita Palau-Hernandez notified the Board that they have decided to step down from the Board at the expiration of their respective terms at the 2021 Annual General Meeting of Shareholders on April 28, 2021 (the “2021 Annual General Meeting”), and therefore will not stand for re-election at the 2021 Annual General Meeting. Mr. Montelongo’s and Ms. Palau-Hernandez’s decision to not stand for re-election at the 2021 Annual General Meeting was not due to any disagreement with the Company.
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.
|Herbalife Nutrition Ltd.|
|March 1, 2021||By:|
|Name:||Henry C. Wang|
|Title:||EVP, General Counsel and Corporate Secretary|