NATURES SUNSHINE PRODUCTS INC
For the period ended Mar 27, 2026. Filed Mar 27, 2026.
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Mar 27, 2026 · Filed Mar 27, 2026
Contents
PROPOSAL THREE:
Ratification of Appointment of Independent Registered Public Accounting Firm
Our Audit Committee has retained Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026. As a matter of good corporate governance, we are asking shareholders to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders.
In evaluating and selecting the Company's public accounting firm, our Audit Committee considers, among other things, historical and recent performance of the current firm, an analysis of known significant legal or regulatory proceedings related to the firm, recent Public Company Accounting Oversight Board ("PCAOB") reports, industry experience, audit fee revenues, firm capabilities and audit approach, and the independence and tenure of the firm.
A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting. He or she will have an opportunity to make a statement at the Annual Meeting and will be available to respond to appropriate questions.
PRE-APPROVAL POLICIES AND PROCEDURES
We review a schedule of audit and non-audit services expected to be performed by our independent registered public accounting firm each year. In addition, the Audit Committee may delegate authority to its Chairperson to pre-approve certain additional audit and non-audit services rendered by our independent registered public accounting firm (other than services that have been generally pre-approved by the Audit Committee), during the period between meetings of the Audit Committee. The Chairperson must report any such pre-approval decisions to the Audit Committee at its next scheduled meeting. During the year ended December 31, 2025, all of the aggregate amounts set forth below under the captions "Audit Fees", "Tax Fees", "Audit-Related Fees", and "All Other Fees" were pre-approved by the Chairperson of the Audit Committee and subsequently reported to the Audit Committee in accordance with the procedures set forth above.
Vote RequiredApproval of Proposal Three requires the votes cast in favor of the proposal to exceed the votes cast against such proposal. Abstentions will have no effect on the outcome of Proposal Three. The ratification of an independent registered public accounting firm is a matter on which a broker is generally empowered to vote. Accordingly, no broker non-votes are expected to exist in connection with Proposal Three.The Board recommends a vote FOR the ratification of Deloitte & Touche LLP.
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