MANNATECH INC

DEF 14A 1 mtex2024proxydef14aa.htm DEF 14A

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V43211-P09057 The Board of Directors recommends you vote FOR proposals 2 and 3. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. 2. To ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm, for the year ending December 31, 2024. 3. To approve on an advisory basis executive compensation ("Say-on-Pay"). ! ! ! For All Withhold All For All Except For Against Abstain ! !! ! !! MANNATECH, INCORPORATED To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. 1410 LAKESIDE PARKWAY SUITE 200 FLOWER MOUND, TX 75028 01) Larry Jobe 02) Kevin Robbins 1. Election of Directors Nominees: The Board of Directors recommends you vote FOR the following: Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/MTEX2024 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SCAN TO VIEW MATERIALS & VOTEw

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on June 11, 2024: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. V43212-P09057 MANNATECH, INCORPORATED THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUAL MEETING OF SHAREHOLDERS JUNE 11, 2024 The shareholder(s) hereby appoint(s) John A. Seifrick and Tyler Rameson, or either of them, each with full power of substitution, as proxies, to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of Mannatech, Incorporated that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held online at www.virtualshareholdermeeting.com/MTEX2024 at 9:00 a.m., Central Daylight Time, on Tuesday, June 11, 2024, and any adjournment or postponement thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1, 2 AND 3. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE. (Continued and to be signed on reverse side)

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

(Amendment No. )

Filed by the Registrantx

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Mannatech, Incorporated

(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):

FLOWER MOUND, TEXAS

April 23, 2024

Dear Shareholder:

This letter extends to you a personal invitation to attend Mannatech, Incorporated's ("Mannatech") virtual-only 2024 Annual Shareholders’ Meeting on Tuesday, June 11, 2024, at 9:00 a.m., Central Daylight Time. This year’s annual meeting will be conducted virtually because we believe that holding our meeting virtually is both cost effective for the company and convenient for our shareholders. We are recommending that all registered shareholders participate in our annual meeting online by way of our live webcast as outlined in this proxy statement. You will be able to participate in the annual meeting, vote your shares electronically and submit your questions during the live webcast of the meeting.

The purpose of this year’s meeting is to (i) elect two Class I directors, (ii) ratify the appointment of our independent registered public accounting firm, and (iii) hold an advisory vote on executive compensation (“Say-on-Pay”).

We have enclosed with this letter an official notice of our virtual-only 2024 Annual Shareholders’ Meeting and proxy statement, which contains further information about how you may participate in the meeting, the items to be voted on, and information about the meeting itself, including a description of the matters to be considered and acted on at our virtual-only 2024 Annual Shareholders’ Meeting.

REMEMBER, regardless of the number of shares that you hold, your vote is very important to our business and to us. Whether or not you plan to participate in our virtual-only 2024 Annual Shareholders’ Meeting virtually, we urge you to cast your vote by telephone or through the Internet by following the instructions included on the Notice of Internet Availability of Proxy Materials that you received, or if you received a paper copy of the proxy card, to mark, date, sign and return the proxy card in the envelope provided. You may still vote electronically if you participate in the virtual-only meeting, even if you have previously given your proxy.

We want to thank you for your ongoing support and we hope you attend our virtual-only 2024 Annual Shareholders’ Meeting.

Sincerely,

J. Stanley Fredrick Chairman of the Board of Directors

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