NU SKIN ENTERPRISES INC
For the period ended Jun 5, 2024. Filed Apr 12, 2024.
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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.
Jun 5, 2024 · Filed Apr 12, 2024
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**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant ☑ | |
|---|---|
| Filed by a Party other than the Registrant ☐ | |
| Check the appropriate box: | |
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
| NU SKIN ENTERPRISES, 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 all boxes that apply): | |
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF NU SKIN ENTERPRISES, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of Nu Skin Enterprises, Inc., a Delaware corporation, will be held at 11:00 a.m., Mountain Daylight Time, on June 5, 2024, at our corporate offices, 75 West Center Street, Provo, Utah 84601.
At the Annual Meeting, you will be asked to consider and vote on the following matters, which are more fully described in the proxy statement:
| 1. | To elect the eight directors named in the attached proxy statement; |
| 2. | To hold an advisory vote to approve our executive compensation; |
| 3. | To approve our 2024 Omnibus Incentive Plan; |
| 4. | To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2024; and |
| 5. | To transact such other business as may properly come before the Annual Meeting. |
The Board of Directors has fixed the close of business on April 8, 2024 as the record date for determining the stockholders entitled to receive notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.
You are cordially invited to attend the Annual Meeting in person. However, to ensure your representation at the Annual Meeting, please mark, sign, date and return the accompanying proxy card as promptly as possible in the enclosed postage-paid envelope, or use the internet or telephone methods that are described on the proxy card. If you attend the Annual Meeting, you may, if you wish, withdraw your proxy and vote at the meeting.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 5, 2024: The proxy statement and annual report to stockholders are available atmaterials.proxyvote.com/67018T.
By Order of the Board of Directors,
STEVEN J. LUND
Chairman of the Board
Provo, Utah April 12, 2024
PROXY SUMMARY
The following summary provides quick information for purposes of Nu Skin’s 2024 Annual Meeting. It does not contain all of the information provided elsewhere in the proxy statement; therefore, you should read the entire proxy statement carefully before voting. This proxy statement and form of proxy are first being sent or given to our stockholders on or about April 25, 2024.
annual meeting information
| Date: | June 5, 2024 |
| Time: | 11:00 a.m., Mountain Daylight Time |
| Location: | Nu Skin Corporate Offices, 75 West Center Street, Provo, Utah 84601 |
| Record date: | April 8, 2024 |
proposals
| Proposal | Board Recommendation | More Information | |
| 1. | Election of the eight directors named in this proxy statement | For each director nominee | Page 3 |
| 2. | Approval of our executive compensation* | For | Page 53 |
| 3. | Approval of our 2024 Omnibus Incentive Plan | For | Page 55 |
| 4. | Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2024* | For | Page 65 |
- Advisory vote
Corporate Governance and Compensation Highlights
See pages 7 and 23, respectively.
Board Composition
| Skills and Experience | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Other public company board/exec. experience · • · • · • · • · • · • | |||||||||
| Corporate finance/transactions · • · • · • · • · • | |||||||||
| International experience/global operations · • · • · • · • · • · • · • | |||||||||
| Government relations · • | |||||||||
| Regulatory · • · • | |||||||||
| Risk management · • · • · • · • | |||||||||
| Sales/marketing · • · • · • · • · • | |||||||||
| Online or digital marketing · • · • · • | |||||||||
| Strategic planning · • · • · • · • · • · • · • | |||||||||
| Current Nu Skin Committee Service (C = Chair) | |||||||||
| Audit Committee · • · • · • · C | |||||||||
| Compensation and Human Capital Committee · C · • · • · • | |||||||||
| Nominating and Corp. Governance Committee · • · • · C · • · • | |||||||||
| Demographics | |||||||||
| Race/Ethnicity – 22% diverse | |||||||||
| Asian · • | |||||||||
| Black or African American · • | |||||||||
| White/Caucasian · • · • · • · • · • · • | |||||||||
| Gender – 33% diverse | |||||||||
| Female · • · • · • | |||||||||
| Male · • · • · • · • · • | |||||||||
| Age | 63 | 69 | 72 | 70 | 50 | 66 | 79 | 44 | 72 |
| Other Characteristics | |||||||||
| Independence | • | • | • | • | • | • | • | ||
| Tenure (years) | 3 | 27 | 25 | 28 | 3 | 5 | 16 | 8 | 9 |
Table of Contents
| Solicitation of Proxies | 1 |
|---|---|
| Voting Provisions | 1 |
| Proposal 1: Election of Directors | 3 |
| Corporate Governance | 7 |
| Corporate Governance Highlights | 7 |
| Director Independence | 8 |
| Board Leadership Structure | 8 |
| Risk Oversight | 9 |
| Cybersecurity and Privacy | 9 |
| Human Capital Management | 10 |
| Sustainability | 11 |
| Board of Directors Meetings | 12 |
| Board Committees | 12 |
| Board and Committee Evaluations | 14 |
| Our Director Nomination Process | 14 |
| Communications with Directors | 15 |
| Additional Corporate Governance Information | 15 |
| 2024 Executive Officer Appointment | 16 |
| Director Compensation | 17 |
| Executive Compensation: Compensation Discussion and Analysis | 19 |
| Executive Summary | 19 |
| Compensation Overview | 24 |
| Components of Compensation | 25 |
| Process for Determining Compensation | 32 |
| Other Compensation-Related Governance | 34 |
| Compensation and Human Capital Committee Report | 36 |
| Executive Compensation Tables and Accompanying Narrative | 37 |
| Other Compensation Information | 48 |
| Equity Compensation Plan Information | 48 |
| CEO Pay Ratio Information | 48 |
| Pay Versus Performance | 49 |
| Proposal 2: Advisory Vote To Approve Our Executive Compensation | 53 |
| Proposal 3: Approval of 2024 Omnibus Incentive Plan | 55 |
| Proposal 4: Ratification of Selection of Independent Registered Public Accounting Firm | 65 |
| Fees to Independent Registered Public Accountants | 65 |
| Audit and Non-Audit Services Pre-Approval Policy | 66 |
| Audit Committee Report | 67 |
| Certain Relationships and Related-Person Transactions | 68 |
| Stock Ownership Information | 69 |
| Stockholder Proposals for 2025 Annual Meeting | 71 |
| Householding | 71 |
| Cautionary Statement Regarding Forward-Looking Statements | 71 |
| Other Matters | 72 |
| Appendix A: 2024 Omnibus Incentive Plan | A-1 |
| Form of Proxy Card | |
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.