NATURES SUNSHINE PRODUCTS INC
For the period ended Mar 20, 2025. Filed Mar 20, 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.
Mar 20, 2025 · Filed Mar 20, 2025
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| 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 |
Letter from our President and Chief Executive Officer
Dear Fellow Shareholder:I am pleased to invite you to the 2025 Annual Meeting of Shareholders (the "Annual Meeting") of Nature's Sunshine Products, Inc., which will take place at Nature's Sunshine Products, Inc.'s principal executive offices, located at 2901 West Bluegrass Blvd., Suite 100, Lehi, Utah 84043, on Wednesday, April 30, 2025, at 12:00 p.m., Mountain Daylight Time. Details regarding the matters to be discussed and voted upon at the Annual Meeting are provided in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement. Additionally, a copy of our annual report is included for your review. Whether or not you plan to attend the meeting in person, and regardless of the number of shares you hold, it is important that your shares be represented and your vote counted. I encourage you to cast your vote as soon as possible. Voting timely will ensure that your shares are properly represented at the Annual Meeting. If you do choose to attend in person, we will be delighted to welcome you, and you may vote during the meeting, even if you have already submitted your proxy. Thank you for your continued support of Nature’s Sunshine Products, Inc.
Notice of 2025 Annual Meeting of Shareholders
To the Shareholders of Nature's Sunshine Products, Inc.:
The 2025 Annual Meeting of Shareholders will be held at our principal executive offices located at 2901 West Bluegrass Blvd., Suite 100, Lehi, Utah 84043, on Wednesday, April 30, 2025 at 12:00 p.m. Mountain Daylight Timefor the following purposes, which are more fully described in the accompanying Proxy Statement:
To elect eight directors to our Board of Directors (the "Board");
To vote on an advisory, non-binding resolution to approve the compensation of our named executive officers;
To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2025; and
To transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof.
The Board of Directors set the close of business on February 21, 2025 as the record date for the Annual Meeting. Only shareholders of record as of the record date are entitled to receive noticeof, attend and vote at the Annual Meeting and any adjournment or postponement thereof.
We will hold our Annual Meeting in person.
Whether or not you planto attendthe Annual Meeting, it is important that your shares be represented and voted. You may vote your shares by visitingthe website http://www.proxyvote.com. For detailed information regarding voting instructions, please refer to the Notice Regarding the Availability of Proxy Materials you received in the mail and the section of the accompanying Proxy Statement entitled "Questions and Answers about the 2025 Annual Meeting andthis Proxy Statement".
/s/ Nathan Brower
Nathan Brower
Executive Vice President,
General Counsel and Secretary
March 20, 2025
| Table of Contents | |
|---|---|
| Page | |
| PROXY STATEMENT | |
| Proxy Summary | 2 |
| Questions and Answers about the 2025 Annual Meeting and this Proxy Statement | 5 |
| Proposals | 9 |
| Proposal One: Election of Directors | 10 |
| Board Structure | 11 |
| Leadership Structure | 12 |
| Board Meetings and Attendance | 12 |
| Director Independence & Qualifications | 12 |
| Board Committees | 12 |
| Board Risk Oversight | 15 |
| Certain Relationships and Related Transactions | 16 |
| Nominees for Election | 18 |
| Director Compensation | 22 |
| Proposal Two: Advisory Resolution to Approve Compensation of Named Executive Officers | 24 |
| Executive Officers | 25 |
| Narrative Discussion of Compensation Policies | 28 |
| Compensation Policies and Practices | 30 |
| Setting Executive Compensation | 31 |
| Governance and Other Considerations | 36 |
| Summary Compensation Table | 38 |
| Outstanding Equity Awards at Year-End | 39 |
| Pay Versus Performance Disclosure | 41 |
| Potential Payments Upon Termination or Change in Control | 44 |
| Proposal Three: Ratification of Appointment of Independent Registered Public Accounting Firm | 47 |
| Fees Paid to Independent Registered Public Accounting Firm | 48 |
| Audit Committee Report | 49 |
| Other Information | 50 |
| Security Ownership of Certain Beneficial Owners and Management | 51 |
| Delinquent Section 16(a) Reports | 53 |
| Equity Compensation Plans | 53 |
| Reconciliation of Net Income to Adjusted EBITDA | 54 |
| Other Matters | 55 |
| 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 the annual report on Form 10-K filed with the SEC on March 11, 2025. 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.” | |
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