USANA HEALTH SCIENCES INC
For the period ended Dec 28, 2024. Filed Apr 4, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 28, 2024 · Filed Apr 4, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Mark One)
x Filed by the Registrant
o Filed by a Party other than the Registrant
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, For use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Pursuant to § 240.14a-12 |
USANA HEALTH SCIENCES, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
|---|---|
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays as currently valid OMB control number.
A message from
Kevin Guest, Executive Chairman of the Board
April 4, 2025
Dear USANA Shareholders,
We invite you to participate in the Annual Meeting of Shareholders of USANA Health Sciences, Inc. on Monday, May 19, 2025, at 11:00 AM, Mountain Daylight Time. We will conduct the Annual Meeting via a live webcast. There will not be an option for you to attend the Annual Meeting in person. You will be able to participate in the Annual Meeting and vote your shares electronically during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/USNA2025 and entering the 16-digit control number provided in your proxy materials.
We are pleased to provide access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to many of our shareholders a Notice of Internet Availability of Proxy Materials, instead of a paper copy of the Proxy Statement and our 2024 Annual Report. The notice contains instructions on how to access those documents over the Internet as well as how to receive a paper copy of our proxy materials. All shareholders who do not receive a notice will receive a paper copy by mail unless they have previously requested delivery of proxy materials electronically. Continuing to employ this distribution process will conserve natural resources and reduce the costs of printing and distributing our proxy materials.
You may vote your shares at the Annual Meeting, or by proxy over the Internet or by telephone, or, if you received paper copies of the proxy materials, by mail, by following the instructions on the proxy card or voting instruction card. Submitting your vote in any of these authorized ways will ensure your representation at the Annual Meeting regardless of whether you participate virtually in the Annual Meeting online over the Internet.
Please contact 1-800-586-1548 for any technical difficulties or trouble accessing the virtual meeting or if you are unable to locate your 16-digit control number.
Your vote is important to us and I do hope you will vote as soon as possible. Thank you for your continued support of USANA.
Sincerely,
Kevin Guest
Executive Chairman of the Board
NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of USANA Health Sciences, Inc.:
| Time: | May 19, 2025, 11:00 AM Mountain Daylight Time |
|---|---|
| Place: | Our 2025 Annual Meeting of Shareholders will be a virtual meeting conducted entirely via live webcast over the Internet. You will be able to participate in the Annual Meeting online and vote your shares electronically during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/USNA2025 and entering your 16-digit control number included in the notice containing instructions on how to access Annual Meeting materials, your proxy card, or the voting instructions that accompanied your proxy materials. You will not be able to attend the meeting at a physical location. |
| Items of Business | At the meeting, we will conduct the following business, as more fully described in the Proxy Statement accompanying this Notice of Annual Meeting: |
| 1. | Elect the eight directors named in the Proxy Statement; |
| 2. | Approve the USANA Health Sciences, Inc. 2025 Equity Incentive Plan |
| 3. | Ratify the selection of KPMG LLP as our independent registered public accounting firm for the Fiscal Year 2025; |
| 4. | Approve, on an advisory basis, our executive compensation, as described in these proxy materials; and |
| 5. | Such other business as may properly come before the meeting or at any postponement or adjournment thereof. |
| Record Date: | The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting. You are entitled to notice of, and eligible to vote at, this year’s Annual Meeting if you were a shareholder of record as of the close of business on March 10, 2025. |
In accordance with U.S. Securities and Exchange Commission rules, we are furnishing these proxy materials and our Annual Report on Form 10-K for fiscal year 2024 via the Internet. On April 4, 2025, we mailed to shareholders as of the record date a notice with instructions on how to access our Annual Meeting materials and vote via the Internet, by mail, or by telephone.
Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.
Your vote is important to us. Whether or not you plan to participate in the Annual Meeting, we encourage you to review the accompanying proxy statement for information relating to each of the proposals and to cast your vote promptly.
| By Order of the Board of Directors, | |
| Joshua Foukas | |
| Chief Legal Officer, General Counsel | |
| and Corporate Secretary | |
| Salt Lake City, Utah |
TABLE OF CONTENTS
| NOTICE OF ANNUAL MEETING OF SHAREHOLDERS | 3 |
|---|---|
| PROXY STATEMENT | 7 |
| Summary | 7 |
| Internet Availability of Proxy Materials | 8 |
| Voting and Quorum, Abstentions and Broker Non-Votes | 8 |
| Shareholder of Record | 8 |
| Beneficial Owner | 8 |
| Quorum | 8 |
| Broker Non-Votes | 8 |
| Shares Held in Multiple Accounts | 9 |
| Proposals to be Voted Upon and Vote Required | 9 |
| Proposal No. 1 - Election of Directors | 9 |
| Proposal No. 2 - Approval of the USANA Health Sciences, Inc. 2025 Equity Incentive Plan | 9 |
| Proposal No. 3 - Ratification of Selection of Independent Registered Public Accounting Firm | 9 |
| Proposal No. 4 - Approval of Executive Compensation | 9 |
| Revocation and Voting of Proxies | 9 |
| Revoking a Proxy | 9 |
| Voting of Proxies | 10 |
| Proxy Solicitation; Cost of Soliciting Proxies | 10 |
| Participating in the Virtual Annual Meeting | 10 |
| Reporting Voting Results | 10 |
| PROPOSAL #1 – ELECTION OF DIRECTORS | 11 |
| Director Nominees | 12 |
| RECOMMENDATION OF THE BOARD OF DIRECTORS | 15 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 15 |
| Principles of Corporate Governance | 15 |
| Independent Directors | 16 |
| Principles of Corporate Governance | 16 |
| Stock Ownership Requirements | 16 |
| Lead Independent Director | 17 |
| Chairman and Chief Executive Officer Roles | 17 |
| Executive Sessions of Independent Directors | 17 |
| Prohibition Against Pledging USANA Securities and Hedging Transactions | 17 |
| Clawback Policy | 17 |
| Code of Ethics | 18 |
| Corporate Governance Guidelines | 18 |
| Committees of the Board of Directors | 18 |
| Annual Assessment of Board Effectiveness | 18 |
| Plurality Plus Voting for Directors; Director Resignation Policy | 18 |
| Term Limits and Mandatory Retirement Age | 18 |
| Communicating with the Board of Directors | 18 |
| Risk Oversight and Management | 19 |
| Audit Committee | 19 |
| Governance, Risk & Nominating Committee | 19 |
| Sustainability Committee | 20 |
|---|---|
| Compensation Committee | 20 |
| Composition and Meetings of the Board of Directors and its Committees | 20 |
| Audit Committee | 20 |
| Governance, Risk & Nominating Committee | 21 |
| Sustainability Committee | 21 |
| Compensation Committee | 21 |
| COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 22 |
| DIRECTOR COMPENSATION | 22 |
| Fiscal Year 2024 Director Compensation | 22 |
| Cash Compensation | 22 |
| Equity Compensation | 22 |
| Director Compensation Table | 23 |
| PROPOSAL #2 – APPROVAL OF THE USANA HEALTH SCIENCES, INC. 2025 EQUITY INCENTIVE PLAN | 23 |
| P PROPOSAL #3 – RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 28 |
| Independence | 28 |
| Fees to Independent Registered Public Accounting Firm | 28 |
| Policy on Pre-Approval of Audit and Permissible Non-Audit Services | 28 |
| RECOMMENDATION OF THE BOARD OF DIRECTORS | 29 |
| REPORT OF THE AUDIT COMMITTEE | 30 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 31 |
| DELINQUENT SECTION 16(a) REPORTS | 32 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 33 |
| Policies and Procedures Regarding Related Party Transactions | 33 |
| EXECUTIVE COMPENSATION | 33 |
| Compensation Discussion and Analysis | 33 |
| Executive Summary | 33 |
| Summary of 2024 Accomplishments | 33 |
| Compensation Philosophy and Objectives | 34 |
| Overview of Components of Executive Compensation Program | 34 |
| Role of Compensation Committee | 34 |
| Role of Corporate Management in Assisting Compensation Committee | 34 |
| Compensation Consultant | 35 |
| Peer Groups | 35 |
| Compensation Risk Assessment | 36 |
| Components of Compensation | 36 |
| Base Salary | 36 |
| Short-Term Cash Incentive (Non-Equity Incentive Plan Compensation) | 37 |
| Equity Compensation | 38 |
| Other Compensation | 39 |
| Accounting Considerations and Tax Deductibility of Executive Compensation | 40 |
| REPORT OF THE COMPENSATION COMMITTEE | 40 |
| SUMMARY COMPENSATION TABLE | 41 |
| NON-QUALIFIED DEFERRED COMPENSATION TABLE | 42 |
|---|---|
| GRANTS OF PLAN-BASED AWARDS | 43 |
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | 44 |
| OPTION EXERCISES AND STOCK VESTED | 45 |
| EQUITY COMPENSATION PLAN INFORMATION | 45 |
| EMPLOYMENT CONTRACTS AND OTHER ARRANGEMENTS | 45 |
| PAY VERSUS PERFORMANCE TABLE | 46 |
| FISCAL YEAR 2024 CEO PAY RATIO | 49 |
| PROPOSAL #4 ANNUAL ADVISORY "SAY ON PAY VOTE TO APPROVE OUR NAMED EXECUTIVE OFFICERS' COMPENSATION | 50 |
| RECOMMENDATION OF THE BOARD OF DIRECTORS | 50 |
| SHAREHOLDER PROPOSALS FOR 2026 ANNUAL MEETING OF SHAREHOLDERS | 50 |
| OTHER BUSINESS | 50 |
| ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS | 51 |
| REDUCING DUPLICATE MAILINGS | 52 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.