NATURES SUNSHINE PRODUCTS INC
For the period ended May 1, 2024. Filed Mar 15, 2024.
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May 1, 2024 · Filed Mar 15, 2024
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DEF 14A 1 natr2024proxystatement.htm DEF 14A
| UNITED STATES | |
|---|---|
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 14A | |
| Proxy Statement Pursuant to Section 14(a) ofthe Securities Exchange Act of 1934 (Amendment No. ) | |
| Filed by the Registrant x | |
| Filed by a Party other than the Registrant o | |
| Check the appropriate box: | |
| o | Preliminary Proxy Statement |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ý | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under §240.14a-12 |
| Nature's Sunshine Products, 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): | |
| ý | 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 |
| Table of Contents | |||
|---|---|---|---|
| Proxy Statement Summary | 6 | Proposals | 52 |
| Proposal One: Election of Directors | 53 | ||
| Corporate Governance | 10 | Proposal Two: Advisory Resolution to Approve Named Executive Officer Compensation | 54 |
| Board Structure and Leadership | 11 | ||
| Board Meetings in 2023 | 11 | Proposal Three: Ratification of Appointment of Independent Registered Public Accounting Firm | 55 |
| Director Independence | 12 | ||
| Board Committees | 12 | ||
| Board Risk Oversight | 15 | ||
| Certain Relationships and Related Transactions | 16 | Other Information | 57 |
| Audit Committee Report | 58 | ||
| Directors | 18 | Security Ownership of Certain Beneficial Owners and Management | 59 |
| Board Leadership and Diversity | 19 | ||
| Nominees for Election | 21 | Delinquent Section 16(a) Reports | 61 |
| Director Compensation | 26 | Equity Compensation Plans | 61 |
| Questions and Answers about the 2023 Annual Meeting and this Proxy Statement | 62 | ||
| Executive Officers | 29 | ||
| Householding of Proxy Materials | 65 | ||
| Executive Compensation | 32 | Other Matters | 65 |
| Narrative Discussion of Compensation Policies | 33 | ||
| Summary Compensation Table | 43 | ||
| Outstanding Equity Awards at Year-End | 44 | ||
| Pay versus Performance | 46 | ||
| Potential Payments Upon Termination or Change in Control | 49 | ||
| Certain information included or incorporated herein by reference in this document may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies. All statements (other than statements of historical fact) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future are forward-looking statements. These statements are often characterized by terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions, and are based on assumptions and assessments made in light of our experience and perception of historical trends, current conditions, expected future developments and other factors we believe to be appropriate. All forward-looking statements speak only as of the date of this document and are expressly qualified in their entirety by the cautionary statements included in or incorporated by reference into annual report on Form 10-K filed with the SEC on March 12, 2024. Except as is required by law, we expressly disclaim any obligation to publicly release any revisions to forward-looking statements to reflect events after the date of this document. Throughout this document, we refer to Nature’s Sunshine Products, Inc., together with our subsidiaries, as "Nature's Sunshine," “we,” “us,” “our,” “our Company” or “the Company.” | |||
Letter from our President and Chief Executive Officer
Dear Fellow Shareholder:I invite you to attend the 2024 Nature’s Sunshine Products, Inc. Annual Meeting of Shareholders (the “Annual Meeting”), which will be held at Nature’s Sunshine Products, Inc.’s principal executive offices, located at 2901 West Bluegrass Blvd., Suite 100, Lehi, Utah 84043, on Wednesday, May 1, 2024, at 10:00 a.m., Mountain Daylight Time.The matters to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement. A copy of our annual report is also enclosed.Whether or not you plan to attend the Annual Meeting, and regardless of the number of shares you hold, it is important that your shares be represented and voted. Therefore, I urge you to vote as promptly as possible. Timely voting will ensure your representation at the Annual Meeting. If you decide to attend the Annual Meeting in person, we will gladly welcome your attendance, and you will be able to vote at the meeting, even if you have previously submitted your proxy.Thank you for your continued support of Nature’s Sunshine Products, Inc.
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