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TABLE OF CONTENTS
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 Registrantý | ||
Filed by a Party other than the Registranto | ||
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 | |
| USANA Health Sciences, 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 computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies: | |||
| (2) | Aggregate number of securities to which transaction applies: | |||
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |||
| (4) | Proposed maximum aggregate value of transaction: | |||
| (5) | Total fee paid: | |||
o | Fee paid previously with preliminary materials. | |||
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
(1) | Amount Previously Paid: | |||
| (2) | Form, Schedule or Registration Statement No.: | |||
| (3) | Filing Party: | |||
| (4) | Date Filed: | |||
Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | ||||
3838 West Parkway Boulevard
Salt Lake City, Utah 84120-6336
(801) 954-7100
NOTICE OF ANNUAL MEETING OF SHAREHOLDERSTO BE HELD APRIL 24, 2013March 23, 2016
Dear Shareholder:Shareholders,
You are cordially invited to attend the 2016 Annual Meeting of Shareholders of USANA Health Sciences, Inc. ("USANA" or the "Company"(the "Annual Meeting"), to be held at its corporate headquarters, 3838 West Parkway Boulevard, Salt Lake City, Utah 841209:30 a.m. MDT on April 24, 2013Monday, May 2, 2016, at 11:00 a.m., Mountain Daylight Time, for the following purposes:
Only USANA shareholders of record at the close of business on March 1, 2013, have the right to receive notice of, and to vote at, the Annual Meeting of Shareholders and any adjournment thereof. A list of shareholders entitled to receive notice and to vote at the meeting will be available for examination by a shareholder for any purpose that is germane to the meeting during ordinary business hours at theour offices of USANA at 3838 West Parkway Boulevard, Salt Lake City, Utah, duringUtah. Details regarding the 10 days priormeeting, the business to be conducted, and information about USANA Health Sciences, Inc. that you should consider when you vote your shares are described in the following pages, which contain the formal Notice of Annual Meeting and the Proxy Statement.
At the Annual Meeting, three new individuals will stand for election and four individuals will stand for re-election to the meeting.Board of Directors. We will also ask shareholders to ratify the selection of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2016. The Board of Directors recommends the approval of each of these proposals. Such other business will be transacted as may properly come before the Annual Meeting.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED STAMPED ENVELOPE.Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to shareholders over the Internet, we have elected to deliver our proxy materials to the majority of our shareholders over the Internet. This allows us to mail our shareholders a notice instead of a paper copy of our proxy materials. We believe this process will facilitate accelerated delivery of proxy materials, save costs, and reduce the environmental impact of our Annual Meeting. On or about March 23, 2016, we began sending to our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement for our Annual Meeting and our Annual Report to Shareholders on the Internet. This notice also provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail.
We hope you will be able to attend the Annual Meeting. Whether you plan to attend the Annual Meeting or not, it is important that you cast your vote. You may vote over the Internet as well as by telephone. In addition, if you requested to receive printed proxy materials, you may vote by completing, signing, dating and returning your proxy card by mail. You are urged to vote promptly in accordance with the instructions set forth in the Notice of Internet Availability of Proxy Materials or on your proxy card. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend.
| Sincerely, | ||
 | ||
David A. Wentz Co-Chief Executive Officer |
3838 West Parkway Boulevard
Salt Lake City, Utah 84120-6336
(801) 954-7100
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 2, 2016
| TIME: | 9:30 a.m. MDT | |||
DATE: | Monday, May 2, 2016 | |||
PLACE: | The offices of USANA Health Sciences, Inc. 3838 West Parkway Boulevard, Salt Lake City, Utah 84120 | |||
PURPOSES: | ||||
1. | To elect seven directors to serve for one year each, until the next Annual Meeting of Shareholders and until a successor is elected and shall qualify; | |||
2. | To ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year 2016; and | |||
3. | To consider and act upon such other business as may properly come before the meeting or at any postponement or adjournment thereof. | |||
WHO MAY VOTE:
You will receive notice of and be entitled to vote at the Annual Meeting if you were the record owner of USANA Health Sciences, Inc. common stock at the close of business on March 1, 2016. A list of shareholders of record will be available at the meeting and during the 10 days prior to the meeting, at the office of the Secretary at the above address.
All shareholders are cordially invited to attend the Annual Meeting. Whether you plan to attend the Annual Meeting or not, please vote by following the instructions on the Notice of Internet Availability of Proxy Materials that you have previously received, which we refer to as the Notice, or in the section of the Proxy Statement entitled "Important Information About the Annual Meeting—How Do I Vote," or, if you requested to receive printed proxy materials, your proxy card. You may change or revoke your proxy at any time before it is voted. The Notice contains instructions on how our shareholders may access our proxy materials and Annual Report over the Internet and how our shareholders may receive a paper copy of the proxy materials, including the Proxy Statement, Annual Report on Form 10-K, and a form of proxy card.
On or about March 23, 2016, we began sending the Notice of Internet Availability of Proxy Materials to all shareholders entitled to vote at the annual meeting.
| By Order of the Board of Directors, | ||
 | ||
James H. Bramble Corporate Secretary |
Salt Lake City, Utah
March 22, 2013
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on April 24, 2013: Our Annual Report to Shareholders and the accompanying Proxy Statement are available online at www.usanahealthsciences.com.23, 2016
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE SHAREHOLDER MEETING TO BE HELD ON MAY 2, 2016
This Proxy Statement and our annual report to shareholders for the fiscal year ended January 2, 2016, along with our proxy card, are available for viewing, printing, and downloading free of charge at www.proxyvote.com. To view these materials please have your 12-digit control number available that appears on your Notice or proxy card. On this website, you can also elect to receive future distributions of our proxy statements and annual reports to shareholders by electronic delivery.
Additionally, you can find a copy of our Annual Report on Form 10-K, which includes our financial statements for the fiscal year ended January 2, 2016, on the website of the Securities and Exchange Commission at www.sec.gov, or on the "Investor Relations" section of our website at www.usanahealthsciences.com. You may also obtain a printed copy of our Annual Report on Form 10-K, including our financial statements, free of charge, from us by sending a written request to: Secretary, USANA Health Sciences, Inc., 3838 West Parkway Boulevard, Salt Lake City, Utah 84120. Exhibits will be provided upon written request and payment of an appropriate processing fee.
ii
USANA HEALTH SCIENCES, INC.
ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT | 1 | |||
QUESTIONS AND ANSWERS | ||||
PROPOSAL #1: ELECTION OF DIRECTORS | ||||
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | ||||
—Board Leadership Structure | ||||
—Director Independence | ||||
—Communications with Directors | ||||
—Committees of the Board of Directors | ||||
—Risk Oversight and Management | ||||
—Compensation Risk Analysis | ||||
—Board Committee Charters | 13 | |||
—Corporate Governance Guidelines | ||||
—Code of Ethics | ||||
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | ||||
EXECUTIVE OFFICERS | ||||
EXECUTIVE COMPENSATION | ||||
—Compensation Discussion and Analysis | ||||
—Compensation Philosophy and Objectives | ||||
—Role of Compensation Committee | ||||
—Role of Corporate Leadership in Assisting Compensation Committee | ||||
—Compensation Consultants | ||||
—Components of Compensation | ||||
—Other Compensation | ||||
REPORT OF THE COMPENSATION COMMITTEE | ||||
SUMMARY COMPENSATION TABLE | ||||
GRANTS OF PLAN-BASED AWARDS | ||||
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | ||||
OPTION EXERCISES AND STOCK VESTED | ||||
COMPENSATION OF DIRECTORS | ||||
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | ||||
EQUITY COMPENSATION PLAN INFORMATION | ||||
PROPOSAL #2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC | ||||
—Policy on Pre-Approval of Audit and Permissible Non-Audit Services | ||||
—Independence | ||||
—Financial Statements and Reports | ||||
—Services | ||||
REPORT OF THE AUDIT COMMITTEE | ||||
EMPLOYMENT CONTRACTS AND OTHER ARRANGEMENTS | ||||
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | ||||
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | ||||
OTHER MATTERS | ||||
ANNUAL REPORT | ||||
FURTHER INFORMATION |
PROXY STATEMENT FORFOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 24, 2013MAY 2, 2016
The Board of Directors of USANA Health Sciences, Inc. ("We," "USANA," or the "Company") is soliciting proxiesthe accompanying proxy to be used at the 20132016 Annual Meeting of Shareholders (the "Annual Meeting"). Distribution of to be held on Monday, May 2, 2016, at 9:30 a.m., local time, or at any adjournments thereof for the purposes set forth in this Proxy Statement and in the accompanying proxy card is scheduled to begin onnotice of the meeting. On or about March 22, 2013.23, 2016, we began sending the Notice of Internet Availability of Proxy Materials, which we refer to throughout this Proxy Statement as the Notice, to all shareholders entitled to vote at the Annual Meeting.
IMPORTANT INFORMATION ABOUT THE MEETING
Why is the Company Soliciting My Proxy?
The mailing addressBoard of USANA's principal executiveDirectors of USANA is soliciting your proxy to vote at the Annual Meeting to be held at our offices, is 3838 West Parkway Boulevard, Salt Lake City, Utah, 84120-6336. If you attendon Monday, May 2, 2016, at 9:30 a.m. MDT and any adjournments of the meeting. The proxy statement along with the accompanying Notice of Annual Meeting you may withdraw any prior vote by voting in person on any matters that are brought properly beforeof Shareholders summarizes the meeting. USANA will pay all expensespurposes of the meeting including the cost of printing and mailing the proxy statement and related materials and the cost ofinformation you need to know to vote at the solicitation process.Annual Meeting.
QUESTIONS AND ANSWERS ABOUT THE MEETING
Why did I receive this proxy statement?We have sent you the Notice of Annual Meeting of Shareholders,and made this Proxy Statement and our annual report to shareholders for the 2015 fiscal year available to you on the Internet because you owned shares of USANA common stock on the record date, which is March 1, 2016. We have also delivered printed versions of these materials to certain shareholders by mail. The Company commenced distribution of the Notice and the proxy materials to shareholders on or about March 23, 2016.
Why Did I Receive a Notice in the Mail Regarding the Internet Availability of Proxy Materials Instead of a Full Set of Proxy Materials?
As permitted by the rules of the U.S. Securities and Exchange Commission, or the SEC, we have elected to furnish our proxy materials to our shareholders by providing access to such documents on the Internet, rather than mailing printed copies of these materials to each shareholder. Most shareholders will not receive printed copies of the proxy materials unless they request them. We believe that this process should expedite shareholders' receipt of proxy materials, lower the costs of the annual meeting and help to conserve natural resources. If you received a Notice by mail or electronically, you will not receive a printed or email copy of the proxy materials, unless you request one by following the instructions included in the Notice. Instead, the Notice will instruct you how you may access and review all of the proxy materials and submit your proxy on the Internet. If you requested a paper copy of the proxy materials, you may authorize the voting of your shares by following the instructions on the enclosed proxy orcard, in addition to the other methods of voting instruction card because thedescribed in this Proxy Statement.
Who Can Vote?
Only shareholders who owned USANA Board of Directors is soliciting your proxy to vote at USANA's Annual Meeting, which will be held on April 24, 2013 at 11:00 a.m., Mountain Daylight Time, at USANA's corporate headquarters at 3838 West Parkway Boulevard, Salt Lake City, Utah 84120. This Proxy Statement contains information about matters to be voted on at the Annual Meeting.
Who is entitled to vote?You may vote if you owned common stock as of the close of business on March 1, 2013. On March 1, 2013, there were 13,499,698 shares of our common stock that were outstanding and entitled to vote at the Annual Meeting.
How many votes do I have?Each share of common stock that you own at the close of business on March 1, 20132016, or the record date, are entitled to vote at the Annual Meeting. On this record date, there were 11,944,164 shares of our common stock outstanding and entitled to vote. Common stock is our only class of voting stock.
You do not need to attend the Annual Meeting in person to vote your shares. Shares represented by valid proxies, received in time for the meeting and not revoked prior to the meeting, will be voted at the meeting. For instructions on how to change or revoke your proxy, see "May I Change or Revoke My Proxy?" below.
How Many Votes Do I Have?
Each share of USANA common stock that you own as of the record date entitles you to one vote.
How Do I Vote?
What am I voting on?You Whether you plan to attend the Annual Meeting or not, we urge you to vote by proxy. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via Internet or telephone. You may specify whether your shares should be voted for or withheld for each nominee for director, and whether your shares should be voted for, against or abstain with respect to any other proposal. If you properly submit a proxy without giving specific voting on proposals to:instructions, your shares will be voted in accordance with the Board's recommendations as noted below. Voting by proxy will not affect your right to attend the Annual Meeting. If your shares are registered directly in your name through our stock transfer agent, American Stock Transfer and Trust Company, or you have stock certificates registered in your name, you may vote:
How do I vote?You can vote Telephone and Internet voting facilities for shareholders of record will be available 24-hours a day and will close at 11:59 p.m. Eastern Time on April 29, 2016.
If your shares are held in "street name" (held in the following ways:
How Does the Board of Directors Recommend That I Vote on the Proposals?
The Board of Directors recommends that
you vote as follows:you are the beneficial owner of the shares on March 1, 2013, the record date for voting. Even if you plan to be present at the meeting, we encourage you to complete and mail the enclosed card in advance of the meeting to vote your shares by proxy.
What if I return my proxy or voting instruction card but do not mark it to show how I am voting?Your shares will be voted according to the instructions you have indicated on your proxy or voting instruction card. You can specify whether your shares should be voted for all, some, or none of the nominees for director. You can also specify whether you approve, disapprove, or abstain from the other proposals. If no direction is indicated, your shares will be votedFOR the election of all of the nominees for director, andFOR
accounting firm for our 2016 fiscal year.PricewaterhouseCoopersKPMG LLP as our independent registered public accountant.
We do not expect any other business to come before the meeting. If any other matter is presented, your proxy provides that your shares will be voted by the proxy holder listed in the proxy in accordance with his or her best judgment. At the time this Proxy Statement was first made available, we knew of no matters that needed to be acted on at the Annual Meeting, other than those discussed in this Proxy Statement.
May I revoke my proxyChange or change my vote after I return my proxy card or voting instruction card?Revoke My Proxy?You may revoke
If you give us your proxy, you may change or change your voterevoke it at any time before it is exercisedthe meeting. You may change or revoke your proxy in any one of threethe following ways:
Your most current vote, whether by telephone, Internet or proxy card, (or voting instructionis the one that will be counted.
What if I Receive More Than One Notice or Proxy Card?
You may receive more than one Notice or proxy card if you hold your shares of our common stock in street name) with a later date; or
What does it mean if I receive more than one proxyaccount, which may be in registered form or voting instruction card?It means that you have multiple accounts at the transfer agent and/or with banks and stockbrokers.held in street name. Please vote in the manner described under "How Do I Vote?" for each account to ensure that all of your shares by returning all proxy and voting instruction cards you receive.are voted.
What are "broker non-votes"?
What constitutes If a quorum?A quorum must be present to properly convene the Annual Meeting. The presence,broker or other financial institution holds your shares in person or by proxy, of the holders of a majority of the outstanding shares that are entitled to vote at the Annual Meeting constitutes a quorum. You will be considered part of the quorum if you return a signedits name and dated proxy or voting instruction card or if you attend the Annual Meeting. Abstentions and broker non-votes will be counted as shares present at the meeting for purposes of determining whether a quorum exists, but not as shares cast for any proposal. Because abstentions and broker non-votes are not treated as shares cast, they would have no impact on any of the proposals.
What vote is required in order to approve each proposal?The required vote is as follows:
Will My Shares be Voted if I Do Not Vote?
If your shares castare registered in your name, they will not be voted if you do not vote as described above under "How Do I Vote?" If your shares are held in street name by a bank, broker or other holder of record (nominee) and you do not provide voting instructions to the nominee that holds your shares as described above, the nominee has the authority to vote your unvoted shares only on the ratification of our independent registered public accounting firm (Proposal #2), unless the nominee receives instructions from you. Therefore, we encourage you to provide voting instructions. This ensures your shares will be voted at the Annual Meeting. Ifmeeting and in the shareholders do not ratify the appointment of PricewaterhouseCoopers LLP, the Audit Committee of the Board of Directors may, but is not required to, reconsider such appointment.
What Vote is Required to Approve Each Proposal and How are Votes Counted?
Proposal #1: Election of Directors | Under Utah law, a nominee who receives a plurality of the votes cast at the Annual Meeting will be elected as a director. The "plurality" standard means the nominees who receive the largest number of "for" votes (also known as a "plurality" of the votes) will be elected. The number of shares not voted for the election of a nominee (and the number of "withhold" votes cast with respect to that nominee) are not counted and will not affect the determination of whether that nominee has received the necessary votes for election under Utah law. You may vote either FOR all of the nominees, WITHHOLD your vote from all of the nominees or WITHHOLD your vote from any one or more of the nominees. Votes that are withheld will not be included in the vote tally for the election of directors. Broker non-votes will have no effect on the results of this vote. | |
Proposal #2: Ratification of Independent Registered Public Accounting Firm | The affirmative vote of the shareholders representing a majority of the shares present and entitled to vote at the Annual Meeting is required to ratify the selection of KPMG LLP as our independent registered public accounting firm for our 2016 fiscal year. Shares present but not voted because of abstention will have the same effect on the results of this vote as a vote "Against." We are not required to obtain the approval of our shareholders to select our independent registered public accounting firm. However, if our shareholders do not ratify the selection of KPMG LLP as our independent registered public accounting firm for the 2016 fiscal year, the Audit Committee of our Board of Directors may reconsider its selection. |
Is Voting Confidential?
We will keep all the proxies, ballots and voting on anytabulations private. We only let our Inspector of Elections examine these documents. Management, other business be conducted?We dothan the Inspector of Elections, will not know ofhow you voted on a specific proposal unless it is necessary to meet legal requirements. We will, however, forward to management any business or proposals to be considered at the Annual Meeting other than those that are described in this Proxy Statement. If any other business is proposed and we decide to allow it to be presented at the Annual Meeting, the proxies that we receive from our shareholders givewritten comments you make, on the proxy holderscard or elsewhere.
Who Will Count the authority to vote on that matter according to their best judgment.Votes?
Who will count the votes?Broadridge Investor Communications Services will tabulate the votes that are received prior to the Annual Meeting. Representatives of USANA will act as the inspectorsInspectors of electionElection and will tabulate the votes, if any, that are cast in person at the Annual Meeting.
Where Can I Find the Voting Results of the Annual Meeting?
May my broker vote my shares in the broker's discretion if I do not provide guidance on how I wish to vote?Pursuant to New York Stock Exchange ("NYSE") rules, your broker The preliminary voting results will not have discretion to vote your shares absent direction from you on the matters to be presentedannounced at the Annual Meeting, because such mattersand we will publish preliminary, or final results if available, in a Current Report on Form 8-K within four business days of the Annual Meeting. If final results are "non-routine"unavailable at the time we file the Form 8-K, then we will file
an amended report on Form 8-K to disclose the final voting results within four business days after the meaningfinal voting results are known.
Who Pays the Costs of such rules.Soliciting these Proxies?
Who pays to prepare, mail, These proxies are solicited by our Board of Directors and solicit the proxies?Wewe will pay all of the costs of soliciting these proxies. Our directors and employees may solicit proxies in person or by telephone, fax or email. We will pay these employees and directors no additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward thethese proxy materials to their principals and to obtain authority to deliver proxies. We will then reimburse them for their expenses.
What Constitutes a Quorum for the beneficial ownersAnnual Meeting?
The presence, in person or by proxy, of the holders of a majority of the voting power of our common stock outstanding on the record date is necessary to constitute a quorum at the meeting. As of the close of business on the record date, there were 11,944,164 shares of our common stock outstanding. Both abstentions and broker non-votes are counted for purposes of determining whether a quorum exists. For the purpose of determining whether the shareholders have approved matters other than the election of directors, abstentions are treated as shares present or represented and voting, so abstaining has the same effect as a negative vote. Directors are elected based on a plurality of votes cast. Shares held by brokers who do not have discretionary authority to obtainvote on a particular matter and who have not received voting instructions from their customers are counted for determining the authoritypresence or absence of executed proxies. Wea quorum for conducting business but are not counted or deemed to be present or represented for the purpose of determining whether shareholders have approved that matter.
Attending the Annual Meeting
The Annual Meeting will reimburse them for their reasonable expenses. In additionbe held at 9:30 a.m. local time on Monday, May 2, 2016, at our offices at 3838 West Parkway Boulevard, Salt Lake City, Utah. When you arrive at our offices, our personnel will direct you to the useappropriate meeting room. You need not attend the Annual Meeting to vote.
Householding of Annual Disclosure Documents
SEC rules concerning the delivery of annual disclosure documents allow us or your broker to send a single Notice or, if applicable, a single set of our proxy materials to any household at which two or more of our shareholders reside, if we or your broker believe that the shareholders are members of the mail, proxies maysame family. This practice, referred to as "householding," benefits both you and us. It reduces the volume of duplicate information received at your household and helps to reduce our expenses. The rule applies to our Notices, annual reports, proxy statements and information statements. Once you receive notice from your broker or from us that communications to your address will be solicited"householded," the practice will continue until you are otherwise notified or until you revoke your consent to the practice. Shareholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.
If your household received a single Notice or, if applicable, set of proxy materials this year, but you would prefer to receive your own copy, please contact Broadridge, by our officers, directors,calling their toll free number 1-800-542-1061. If you do not wish to participate in "householding" and other employees by telephonewould like to receive your own Notice or, by personal solicitation. We will not pay additional compensation to these individuals.if applicable, set of proxy materials in future years, follow the instructions described below. Conversely, if you share an address with another USANA shareholder and together
both of you would like to receive only a single Notice or, if applicable, set of proxy materials, follow these instructions:
Electronic Delivery of Company Shareholder Communications
Most shareholders can elect to receive notices of the availability of future proxy materials by email instead of receiving a paper copy in the mail. You can choose this option and save us the cost of producing and mailing these documents by following the instructions provided on your Notice or proxy card or following the instructions provided when you vote over the Internet at www.proxyvote.com.
How doDo I submitSubmit and What are the Deadlines for Submitting a shareholder proposalShareholder Proposal for next year'sNext Year's Annual Meeting?
Shareholders are entitled to present proposals for consideration at the next annual meeting of shareholders, provided that they comply with the proxy rules promulgated by the SEC and our Bylaws. Any shareholder who intends to presentsubmit a proposal for consideration at the 20142017 Annual Meeting of Shareholders must deliver such proposal to the Corporate Secretary, c/o USANA Health Sciences, Inc., 3838 West Parkway Blvd., Salt Lake City, Utah 84120, not later than 120 days prior to the one-year anniversary of the date on which this Proxy Statement is first mailed, which date is November 25, 2013,24, 2016, if the proposal is submitted for inclusion in our proxy materials for that meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934.1934 ("Exchange Act").
Who Should I Call if I Have Questions?
Who should I call if I have questions?If you have questions about the proposals or the Annual Meeting, you may call Patrique Richards, USANA Investor Relations, at (801) 954-7100. You may also send an e-mail toinvestor.relations@us.usana.com.
PROPOSAL #1—ELECTION OF DIRECTORS
Our Bylaws provide that the shareholders or the Board of Directors shall determine the number of directors from time to time, but that there shall be no less than three directors. The Board of Directors, by resolution, has set the number of directors at five.seven. The Governance, Risk and Nominating Committee of the Board of Directors has nominated and recommends that our current fivefour incumbent directors stand for re-election and that three new individuals be elected at the Annual Meeting. The four incumbent directors that will stand for re-election are Myron W. Wentz, Ph.D., Gilbert A. Fuller, Robert Anciaux and D. Richard Williams. Mr. Williams was appointed to the Board effective March 1, 2016 and has served as a director since that time. The three new individuals who will stand for election to the Board are our Co-Chief Executive Officer, David A. Wentz, Frederic Winssinger and Feng Peng. Incumbent directors Jerry G. McClain and Ronald S. Poelman will serve as directors until the Annual Shareholder Meeting and then retire from the Board.
The Governance, Risk and Nominating Committee believes that all directors must, at a minimum, meet the criteria set forth in the USANA Corporate Governance Guidelines and in the Charter of the Governance, Risk and Nominating Committee, which specify, among other things, that the committee will consider criteria such as the director's independence, expertise and experience applicable to our business, substantive knowledge of our industry, high personal and professional ethics and the ability and willingness to devote the required time to the business of the Company.
Each director who is elected at the Annual Meeting will hold office until the Company's Annual Meeting in 2014,2017, until a successor is elected and qualified, or until the director resigns, is removed, or becomes disqualified. The Board of Directors has no reason to believe that any of the nominees for director will be unwilling or unable to serve, if elected. If due to unforeseen circumstances a nominee should become unavailable for election, the Board may either reduce the number of directors or may substitute another person for that nominee, in which event your shares will be voted for that other person.
The Governance, Risk and Nominating Committee has determined that our incumbent directors and director nominees meet the criteria and qualifications set forth in the Company's Code of Ethics for Directors and Employees, Corporate Governance Guidelines and the Governance, Risk and Nominating Committee Charter. In addition, each director possesses the personal qualities and attributes we believe are essential to allow the Board of Directors to fulfill its duties to the shareholders, including personal accountability, integrity, ethical leadership, risk management, business acumen, and the ability to exercise sound and independent business judgment.
Director Nominees
Seven directors will stand for election at the Annual Meeting. The nominees to the Board of Directors in 20132016 are Robert Anciaux, Gilbert A. Fuller, Jerry G. McClain, Ronald S. Poelman, andFeng Peng, Myron W. Wentz, Ph.D. All of these nominees currently, David A. Wentz, D. Richard Williams and Frederic Winssinger. Currently, Robert Anciaux, Gilbert A. Fuller, Myron W. Wentz, Ph.D., and D. Richard Williams serve as members of the Board of Directors. Messrs. Anciaux, McClain, Fuller, and PoelmanWilliams are independent
Table directors under the rules of Contents
the NYSE. Additionally, the Board has determined that Mr. Peng and Mr. Winssinger, if elected, will be independent directors under the rules of the NYSE. The following information is furnished with respect to these nominees:
Robert Anciaux,, 67, 70, has served as a director of USANA since July 1996. Since 1990, he has been the Managing Director of S.E.I. s.a., a consulting and investment management firm in Brussels, Belgium. Additionally, since 1982, Mr. Anciaux has been self-employed as a venture capitalist in Europe, investing in various commercial, industrial, and real estate venture companies. In some of these privately held companies, Mr. Anciaux also serves as a director. Mr. Anciaux received an Ingenieur Commercial degree from Ecole de Commerce Solvay Universite Libre de Bruxelles. We believe Mr. Anciaux's qualifications to sit on our Board include his financial expertise and experience in providing consulting and strategic advisory services to complex organizations.
Gilbert A. Fuller, 72,75, has served as a director of USANA since September 2008. Prior to that, he served as our Executive Vice President, Chief Financial Officer, and Secretary since January 2006. Mr. Fuller joined USANA in May 1996 as the Vice President of Finance and served in this role until June 1999, when he was appointed as the Company's Senior Vice President. Before joining USANA, Mr. Fuller served in various executive positions for several different companies. Mr. Fuller served as Chief Administrative Officer and Treasurer of Melaleuca, Inc., a manufacturer and direct seller of personal care products. He was also the Vice President and Treasurer of Norton Company, a multinational manufacturer of ceramics and abrasives. He obtained his certified public accountant license in 1970 and kept it current until his career path developed into corporate finance. Mr. Fuller received a B.S. in Accounting and an M.B.A. from the University of Utah. In December 2012, Mr. Fuller was appointed as a director of Security National Financial Corporation, a NASDAQ-listed company. We believe Mr. Fuller's qualifications to sit on our Board include his 12 years of experience as an executive officer of USANA, his deep understanding of our business, people and products, his 15 years of experience as a financial officer in the direct selling industry, as well as his accounting, finance and corporate strategy expertiseexpertise.
Jerry G. McClain,Feng Peng, 72, has served42, is nominated for election as a director of USANA since June 2001.the Company at the Annual Meeting. Since January 2003,March 2013, Mr. McClainPeng has been self-employed, operating his own investment and real estate business in Salt Lake City, Utah and Santa Rosa, California. From August 2000 to December 2002, Mr. McClain was theserved as Chief Financial Officer of Cerberian, Inc.Ossen Innovation Co., Ltd., a privately heldChina-based manufacturing company listed on the NASDAQ exchange. Prior to that, was headquartered in Salt Lake City, Utah. From 1998 to 2000, Mr. McClain was the Chief Financial Officer and Sr.Peng served as Senior Vice President at MZ Group from August 2007 until September 2012 where he was
Table of Assentive Solutions, Inc.,Contents
responsible for providing strategic consulting services related to U.S. capital markets to Chinese clients. At MZ Group, Mr. Peng conducted extensive financial and industry due diligence, performed analysis on companies' financials, and provided management teams of client companies with extensive coaching, including detailed intelligence on investor expectations, perceptions and concerns, industry analysis, compliance, and reporting and disclosure requirements. Prior to working at MZ Group, he served in various capacities at Thomson Financial and Citigroup. Mr. Peng has been trained in both finance and accounting. He received a company heMaster of Science in Computer Science from the New Jersey Institute of Technology. He also co-founded. From 1997 to 1998,received a bachelor's degree in Automation Control from Shanghai Jiao Tong University in Shanghai, China in 1995. Mr. McClain was the Chief Financial Officer for the Salt Lake Organizing Committee for the 2002 Winter Olympic Games. Before 1997, Mr. McClain served as a key financial advisor to many companies as an Audit Partner and a Managing Partner of Ernst & Young LLP for 35 years in several cities throughout the world. Mr. McClainPeng is a former CPA and a graduate from the University of Southern Mississippi and Oklahoma State University, where he received a B.S.certified Senior International Finance Manager (SIFM) in Accounting and an M.S. in Accounting, respectively. We believeChina. Mr. McClain'sPeng's qualifications to sit on our Board include his extensive internationalbusiness experience with accounting and financial matters for public companies, his years of experience as the chief financial officer of various organizations, his corporate governance expertise and his years of experience providing independent audits and strategic advice to complex organizations.
Ronald S. Poelman, 59, has served as a director of USANA since 1995. Since 1994, he has been a partner in the Salt Lake City, Utah law firm of Jones, Waldo, Holbrook & McDonough, where he is head of the Corporate and Securities Practice Group. Mr. Poelman began his legal career in Silicon Valley in California, and has assisted in the organization and financing of numerous companies for over 30 years. Mr. Poelman is the Chairman of the Utah Chapter of the National Association of Corporate Directors and frequently lectures at the meetings of this and other organizations. Mr. Poelman received a B.A. in English from Brigham Young University and a J.D. from the University of California, Berkeley. We believe Mr. Poelman's qualifications to sit on our Board include his more than 30 years of experience as a corporate, finance and securities attorney, his long association with and service to
the National Association of Corporate Directors ("NACD"),China, as well as his financial and corporate governance and strategy expertise. Mr. Poelmanexperience.
David A. Wentz. Biographical information for David A. Wentz is a 2011 NACD Governance Fellow, which is a demonstrationset out below with the other executive officers of his commitment to boardroom excellence through completing NACD's comprehensive program of study for corporate directors.the Company.
Myron W. Wentz, Ph.D., 72,75, founded USANA in 1992 and served as the Chief Executive Officer and Chairman of the Board of USANA from the time of its inception to July 2008, when he retired as Chief Executive Officer. Dr. Wentz continues to serve as Chairman of the Board. In 1974, Dr. Wentz founded Gull Laboratories, Inc., which was a developer and manufacturer of medical diagnostic test kits and was the former parent corporation of USANA. Dr. Wentz served as Chairman of Gull from 1974 until 1998. In 1998, Dr. Wentz founded Sanoviv, S.A. de C.V. ("Sanoviv"), a health and wellness center that is located near Rosarito, Mexico. Joining a pathology group in Peoria, Illinois, from 1969 to 1973, Dr. Wentz served as infectious disease specialist and directed the microbiology and immunology laboratories for three hospitals in the Peoria area. He received a B.S. in Biology from North Central College, Naperville, Illinois, an M.S. in Microbiology from the University of North Dakota, and a Ph.D. in Microbiology and Immunology from the University of Utah. We believe Dr. Wentz's qualifications to sit on our Board include his vast education and professional experience as a microbiologist, immunologist, and pioneer in the development of human cell culture technology, as well as his service as our founder, Chairman, and formerly as our Chief Executive Officer.
We will vote your sharesD. Richard Williams, 59, was appointed a director in March 2016. Mr. Williams has served as you specifynon-executive Chairman of Primerica, Inc. since April 2015 and as Chairman from October 2009 through March 2015. Prior to that, he served as Co-Chief Executive Officer from 1999 through March 2015. Mr. Williams worked for Primerica beginning in your proxy card. If you sign, date,1989 and return your proxy card but do not specify how you want your shares voted, we will vote them FORserved in various capacities, including as the election of eachChief Financial Officer and Chief Operating Officer of the Primerica operating unit of Citigroup. Mr. Williams serves on the Board of Trustees of the Woodruff Arts Center, the Anti-Defamation League Southeast Region, the Atlanta Area Council of the Boy Scouts of America, and the Carter Center Board of Councilors. In February 2016, Mr. Williams was appointed to the board of directors of Crawford & Company, an NYSE-listed company. Mr. Williams received both his B.S. degree and his M.B.A. from the Wharton School of the University of Pennsylvania. Mr. William's qualifications to sit on our Board include his extensive expertise in senior management, finance, M&A, strategic planning, and risk and asset management.
Frederic J. Winssinger, 47, is nominated for election as a director nominees who are listed above.of the Company at the Annual Meeting. Mr. Winssinger has been a Managing Partner of RW Partners LLC (RWP) since 2006. RWP is a commercial real estate private equity investment company based in Phoenix, Arizona. Mr. Winssinger also oversees his family office general investment operations and in 2014, he co-founded PlanningCore Wealth Advisors to provide investment advice to individuals and families. Prior to 2006, Mr. Winssinger worked in strategy consulting for the Boston Consulting Group and as a Portfolio Manager/Financial Analyst for JP Morgan Asset Management and other privately held asset management companies. Mr. Winssinger received a B.A. in Mathematics and Economics from Claremont McKenna College and an M.B.A from The Wharton School of the University of Pennsylvania. Mr. Winssinger's qualifications to sit on our Board include his 20 years of experience in
financial analysis, and his training in evaluating corporate strategy towards the creation of shareholder value under sound corporate governance.
The Board of Directors unanimously recommends a vote FOR each director nominee.
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
The Board of Directors is elected by and is accountable to the shareholders of the Company. The Board establishes policy and provides strategic direction, oversight, and control of the Company. The Board met five (5)seven times during fiscal year 2012.2015. All 2015 directors attended at least 75% of the meetings of the Board and the Board Committees of which they are members.
Board Leadership Structure
Structure; Lead Independent Director
Our founder, Dr. Myron Wentz, is the Chairman of our Board of Directors andDirectors. Historically, David A. Wentz ishas served as our Chief Executive Officer,Officer. In light of the significant demands on the CEO position at USANA, in August 2015, the Board appointed David A. Wentz and Kevin Guest as Co-Chief Executive Officers or CEO.Co-CEOs. In his role, Mr. Wentz oversees USANA's global operations, while Mr. Guest leads USANA's worldwide field development and sales efforts. Both Mr. Wentz and Mr. Guest report directly to the Board of Directors.
The Board has not adopted a specific policy on whether the same person should serve as both the CEO and chairman of the board or, if the roles are separate, whether the chairman should be selected from the non-employee directors or should be an employee. The Board believes it is most appropriate to retain the discretion and flexibility to make these determinations at any given point in time in the way that it believes best to provide appropriate leadership for the Company at that time.
We believe it is currently appropriate to separate the roles of CEO and Chairman of the Board as a result of the demands of and differences between the two roles.each role. Our CEO isCo-CEOs are responsible for setting the strategic direction for the Company, with guidance from the Board. He isThey are also responsible for the day-to-day leadership and performance of the Company, while the Chairman of the Board provides guidance to the CEOCo-CEOs and sets the agenda for Board meetings and presides over meetings of the full Board. Although Dr. Wentz is not independent under the rules of the NYSE, the Board believes the experience, leadership and vision he provides as Chairman of the Board is essential to the short-and-long-term success of the Company.
The Board maintains a number of governance practices to ensure effective independent oversight of Board decisions, including (i) the appointment of strong, independent directors who constitute a majority of the Board and intimately understand the Company's business and industry; (ii) executive sessions of the independent directors in connection with every Board meeting; and (iii) annual evaluations of the performance of the Board, carried out by the independent directors. Because the Board also believes that strong, independent board leadership is an important aspect of corporate governance, the Board established the position of Lead Director in 2013. The Lead Director is an independent membersdirector elected for a one year term by the independent directors. The Lead Director chairs the Board meetings during all executive sessions and when the Chairman is unable to participate in Board meetings, and is a contact person for shareholders and third parties who may desire to contact the Board independently of the Chairman. Mr. Poelman was appointed Lead Director in 2015 and will serve in this capacity until the Annual Meeting, after which a new Lead Director will be appointed. Additional responsibilities of the Lead Director include:
independent directors;
NYSE rules and regulations generally require listed companies to have a board of directors with a majority of independent directors. A majority of the members of theour Board of Directors are independent, as discussed below.
To assist the Board in making its determination regarding director independence, the Board has adopted independence standards that conform to the independence requirements of the NYSE. In addition to evaluating each director's independence, the Board considers all relevant facts and circumstances in making its independence determination. We assess director independence on an annual basis. The Board has determined, after careful review, that all of the currentcurrently serving directors, other than Dr. Myron Wentz who has also been nominated for election at the 2013 Annual Meeting,and Robert Anciaux, are independent based on the applicable rules of the NYSE and the applicable regulations of the Securities and Exchange Commission (the "SEC").SEC. In particular, the Board noted that, other than their service as directors of the Company, Robert Anciaux,Gilbert A. Fuller, D. Richard Williams, Jerry G. McClain and Ronald S. Poelman and Gilbert A. Fuller had no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) and determined that each of them is "independent" under NYSE listing standards. The Board has also determined that each of the new individuals who will stand for election at the Annual Meeting, other than David A. Wentz (our Co-CEO), would be independent, if elected, based on the applicable rules of the NYSE and the applicable regulations of the SEC.
Our shareholders or other interested parties wishing to communicate with the Board of Directors, the non-management directors as a group, or any individual director may do so in writing by addressing the correspondence to that individual or group, c/o James H. Bramble, Corporate Secretary, USANA Health Sciences, Inc., 3838 West Parkway Boulevard, Salt Lake City, Utah 84120. All such communications will be initially received and processed by our Corporate Secretary. Accounting, audit, internal accounting controls and other financial matters will be referred to our Audit Committee chair. Other matters will be referred to the Board of Directors, the non-management directors, or individual directors as appropriate.
Directors are encouraged by the Company to attend the Annual Meeting of Shareholders if their schedules permit. All directors who served in 2015, except Mr. Anciaux,Dr. Wentz, were present at the Company's Annual Meeting of the Shareholders that was held in April 2012.2015.
Committees of the Board of Directors
The Board of Directors has a separately-designated standing Audit Committee, Compensation Committee, and Governance, Risk and Nominating Committee. In 2012, the Board of Directors changed the name of the Governance and Nominating Committee to the Governance, Risk and Nominating Committee in light of the amount of time that the committee spends reviewing and evaluating risk management issues. Information about the composition and responsibilities of each committee is provided below.
Governance,Governance, Risk and Nominating Committee. The Governance, Risk and Nominating Committee of the Board of Directors (the "Governance Committee") was established in February 2004. The Governance Committee met four (4) times during 2012, with all members of the committee
participating in each meeting.2015. Members of the Governance Committee during fiscal 2012 and at the date of this Proxy Statement are Gilbert A. Fuller, Chairman, Robert Anciaux, Jerry G. McClain, and Ronald S. Poelman. Each member of the Governance Committee meets the definition of "independent" set forth
in the rules of the NYSE. After the Annual Meeting, the Governance Committee will be reorganized if each of the director nominees is elected by the shareholders
The Governance Committee's responsibilities include: (i) overseeing corporate governance matters, (ii) risk oversight and management, (iii) identifying and evaluating prospective nominees for director, (iv) nominating the director nominees for election at the annual meeting of shareholders, and (v) periodically reviewing the performance of the Board and its members and determining the number, function, and composition of the Board's committees. The Board has delegated much of its responsibility for risk oversight and management to the Governance Committee. The Governance Committee conducts these risk oversight and management functions as part of its corporate governance oversight and reports its findings with respect to risk oversight and management to the entire Board. More information about the Board of Directors and Governance Committee's risk oversight and management practices is provided below under the caption "Risk Oversight and Management".
The Governance Committee believes, among other things, that the Company's Board of Directors should be composed of directors with varied, complementary backgrounds, which reflect a diversity of viewpoints, backgrounds, experience and other factors. The Governance Committee also believes that directors should, at a minimum, (i) have expertise that may be useful to the Company, (ii) possess the highest personal and professional ethics, and (iii) be willing and able to devote the required amount of time to the Company's business. In light of these beliefs, the Governance Committee considers many factors in evaluating the suitability of candidates for Board membership, and also determining whether a director should be retained and stand for re-election, including: whether the candidate meets the requirements for independence; the candidate's background and experience, particularly in the Company's industry; the candidate's personal qualities, accomplishments, character and reputation in the business community; and the fit of the candidate's individual skills and personality with those of the Company's other directors.
The Governance Committee may from time to time consider qualified nominees who are recommended by shareholders. The Governance Committee does not have different standards for evaluating nominees based on whether they have been suggested by our shareholders or by our directors. Shareholders who wish to make such a recommendation may do so by sending a written notice, as described under the heading "How do I submit a shareholder proposal for next year's Annual Meeting?" in the section of this Proxy Statement titled "Questions and Answers about the Meeting."
Audit Committee. The Audit Committee of the Board of Directors (the "Audit Committee") is a standing committee of the Board, which has been established as required by Section 3(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules of the NYSE. The Audit Committee met four (4)five (5) times during 2012, with all members of the committee participating in each meeting.2015. Members of the Audit Committee during fiscal 2012 and at the date of this Proxy Statement are Jerry G. McClain, Chairman, Ronald S. Poelman, and Robert Anciaux,Gilbert A Fuller, each of whom meets the definition of "independent" set forth above. In February 2012, the Board also appointed Gilbert A. Fuller as a member of the Audit Committee and determined that Mr. Fuller also meets the definition of "independent"independence standards set forth above. The Board has also determined that both Mr. McClain and Mr. Fuller are "audit committee financial experts," as defined by the applicable regulations promulgated by the SEC under the Exchange Act. The Board also believes that each member of the Audit Committee meets the NYSE composition requirements, including the requirements regarding financial literacy. The Audit Committee's responsibilities include: (i) appointing the independent registered public accountantaccounting firm of the Company, (ii) reviewing, approving and monitoring the scope and cost of any proposed audit and non-audit services that are provided by, as well as the qualifications and independence of, the independent registered public accountant,accounting firm, (iii) reviewing and monitoring with the
independent registered public accountant,accounting firm, and internal audit staff, the results of audits, any recommendations from the independent registered public accountantaccounting firm and the status of management's actions for implementing such recommendations, as well as the quality and adequacy of our internal financial controls and internal audit staff, and (iv) reviewing and monitoring the Company's annual and quarterly financial statements, internal controls and the status of material pending litigation and regulatory
proceedings. After the Annual Meeting, the Audit Committee will be reorganized if each of the director nominees is elected by the shareholders. Additionally, the Board has determined that each of Mr. Williams, Mr. Peng and Mr. Winssinger, if elected at the Annual Meeting, and subsequently appointed to the Audit Committee, would meet the definition of an "audit committee financial expert," as defined by the applicable regulations promulgated by the SEC under the Exchange Act.
Compensation Committee. The Compensation Committee of the Board of Directors (the "Compensation Committee") met four (4)twelve (12) times during 2012, with all members of the committee participating.2015. Members of the Compensation Committee during fiscal 2012 and at the date of this Proxy Statement are Ronald S. Poelman, Chairman Robert Anciaux, and Jerry G. McClain, each of whom meets the definition of "independent" set forth in the rules of the NYSE. In addition, all members of the Compensation Committee are outside directors as defined by Rule 162(m) of the Internal Revenue Code and are non-employee directors as defined by the applicable regulations promulgated by the SEC under the Exchange Act. The Compensation Committee's responsibilities include: (i) reviewing and recommending to the full Board of Directors the salaries, bonuses, and other forms of compensation and benefit plans for management and (ii) administering USANA's equity compensation plans. The duties of the Compensation Committee as the administrator of those plans include, but are not limited to, determining those persons who are eligible to receive awards, establishing terms of all awards, authorizing officers of the Company to execute grants of awards, and interpreting the provisions of the equity compensation plans and grants that are made under those plans. The Compensation Committee is also responsible for reviewing and approving the Compensation Discussion and Analysis included in this Proxy Statement. After the Annual Meeting, the Compensation Committee will be reorganized if each of the director nominees is elected by the shareholders.
Our Board of Directors is actively involved in the oversight and management of the material risks that could affect the Company. Historically, our Board of Directors has carried out its risk oversight and management responsibilities by both monitoring risk directly as a full board and, where appropriate, through Board committees. The Board's direct role in our risk management process includes receiving regular reports from our executive officers and other members of senior management on areas of material risk to the Company, including operational, strategic, financial, legal and regulatory risks. Beginning in 2009, theThe Board has delegated much of its direct risk oversight and management responsibility to the Governance Committee. The mandate of the Governance Committee with respect to risk management is to work with management to carry-out an efficient process for assessing and reporting material risk to the Governance Committee and, ultimately, the Board.
The Board has also historically delegated the oversight and management of certain risks to the Audit Committee and Compensation Committee. The Audit Committee is responsible for the oversight of Company risks relating to accounting matters, financial and internal control reporting and related party transactions. To satisfy these oversight responsibilities, the Audit Committee regularly meets with and receives reports from the Company's Chief Financial Officer, directorExecutive Director of internal audit, the Company's independent registered public accountant, PricewaterhouseCoopersaccounting firm, KPMG LLP, and the Company's in-house and outside legal counsel. The Audit Committee is also responsible for discussing with management, our independent registered public accountantaccounting firm and the chair of the Governance Committee, the areas of risk management overseen by the Governance Committee.
The Compensation Committee is responsible for the oversight of risk relating to the Company's compensation and benefits programs. To satisfy these oversight responsibilities, the Compensation Committee regularly meets with and receives reports from the Company's ChiefCo-Chief Executive OfficerOfficers and Chief Financial Officer to understand the financial, human resources and shareholder implications of compensation and benefits decisions.
Our Compensation Committee considers the risk to the Company associated with each component of our executive compensation program, namely base salary, and short-and-long term incentive compensation. In considering these risks, the Compensation Committee believes that the following factors, among others, reduce the likelihood of excessive risk taking in connection with executive compensation at USANA:
Based on the Compensation Committee's review of these factors and others, the Committee does not believe that the Company's executive compensation program creates risks that are reasonably likely to have a material adverse effect on the Company.
A written charter has been adopted for each of the Audit Committee, Compensation Committee and Governance, Risk and Nominating Committee. Copies of the Audit Committee Charter, Compensation Committee Charter, and Governance, Risk and Nominating Committee Charter are available, free of charge, on the Company's website atwww.usanahealthsciences.com under the "Corporate Governance" tab. The information contained on the website is not incorporated by reference in, or considered part of, this Proxy Statement.
Corporate Governance Guidelines
The Company has adopted Corporate Governance Guidelines that outline the Company's corporate governance policies and principles. The Company's Corporate Governance Guidelines are available, free of charge, on the Company's website atwww.usanahealthsciences.com under the "Corporate Governance" tab. The information contained on the website is not incorporated by reference in, or considered part of, this Proxy Statement.
We have adopted a code of ethics that applies to all of our directors, officers (including our Chief Executive Officer and Chief Financial and Accounting Officer), and employees. We require that all of our directors, officers and employees certify on an annual basis that they are in compliance with the code. A copy of the codeCode of ethicsEthics for Directors and Employees is available on the corporate governance section of our web site atwww.usanahealthsciences.com. In the event the Company makes any amendments to, or grants any
waivers of, a provision of its code of ethics that applies to the
principal executive officer, principal financial officer or principal accounting officer of the Company that requires disclosure under applicable SEC rules, the Company intends to disclose such amendment or waiver and the reasons therefor on a Current Report on Form 8-K or on its next periodic report filed under the Exchange Act.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee during fiscal 20122015 was composed of Ronald S. Poelman, Chairman, Robert Anciaux and Jerry G. McClain. All members of the Compensation Committee are independent directors. NoDuring fiscal 2015, there were no relationships or transactions between the Company and any member of the Company's Compensation Committee is a current or former officer or employee of the Company or any of its subsidiaries, or had any relationship requiring disclosure by Item 404 of Regulation S-K. Additionally, no director or executive officer of the Company is a director or executive officer of any other corporation that has a director or executive officer who is also a director of the Company.hereunder.
The executive officers of USANA at January 1, 2013,2, 2016, and as of the date of this Proxy Statement werewere:
Name | Position | |
|---|---|---|
| David A. Wentz | ||
| Kevin G. Guest | Co-Chief Executive Officer | |
| Paul A. Jones | ||
| Deborah Woo | President of Asia | |
| James H. Bramble | Chief Legal Officer and Corporate Secretary | |
| Jim Brown | Chief | |
| Daniel A. Macuga | Chief Communications Officer and Executive Vice President of Field Development for the Americas | |
| Doug Braun | Chief Marketing Officer |
Biographical information for Myron W. Wentz is included above with the other nominees for director. The following information is provided for each of our other executive officers.
David A. Wentz, 42, Chief45, Co-Chief Executive Officer. Mr. Wentz joined USANA as a part-time employee in 1992. He has been a full-time employee since March 1994. From 1993 until April 2004, he was a member of the Company's Board of Directors. Mr. Wentz was appointed Chief Executive Officer in July 2008.2008 and served in this capacity until August 2015 when he was appointed Co-Chief Executive Officer. He served as President from July 2002 to July 2008 and previously served as the Company's Executive Vice President from October 2001 to July 2002. He served as the Company's Senior Vice President of Strategic Development from June 1999 to October 2001, and as the Company's Vice President of Strategic Development from August 1996 to June 1999. Mr. Wentz received a B.S. in Bioengineering from the University of California, San Diego. Mr. Wentz is the son of Dr. Wentz, who is the founder of the Company and Chairman of the Company's Board of Directors.
Paul A. Jones, 49, Interim Chief Financial Officer. Mr. Jones joined USANA in 2005 as Vice President of Human Resources and served in this role until June 2007, when he left to complete a three year service mission. Mr. Jones returned to USANA as Vice President of Human Resources in July 2010 and served in this role until December 2012, when he was appointed Interim Chief Financial Officer. Prior to joining USANA, Mr. Jones was employed as Vice President of Human Resources and later as Vice President of Operations for Associated Food Stores, Inc. Mr. Jones received a B.S. in finance from Utah State University and a master of arts in organizational management from the University of Phoenix. Mr. Jones is also a Certified Management Accountant.
Kevin G. Guest, 50, President of the Americas, Europe and South Pacific.53, Co-Chief Executive Officer. Mr. Guest joined USANA on a part-time basis in April 2003, as Executive Director of Media and Events. Following the Company's acquisition of FMG Productions, a media, video, and event productions company that was founded by Mr. Guest, he became a full-time employee of the Company and was promoted to Vice President of Media and Events in February 2004. In January 2006, he was appointed as the Company's Executive Vice President of Marketing and served in that role until July 2008, when he was appointed Chief Marketing Officer. Mr. Guest served in this role until May 2011, when he was appointed as President of North America. In October 2012, he was appointed as President of the Americas, Europe and South Pacific. In August 2014, Mr. Guest was appointed President of the Company and served in this role until August 2015, when he was appointed Co-Chief Executive Officer. Prior to joining USANA full-time, from 1992 to February 2004, Mr. Guest served as the Managing Partner of FMG Productions. Mr. Guest has been part of the media production arena for more than 20 years and has received numerous awards for producing, directing, and writing. He has overseen USANA's audio, video, and event productions worldwide since the Company's inception. Mr. Guest earned a B.A. in Communications from Brigham Young University.
Paul A. Jones, 52, Chief Financial Officer and Chief Leadership Development Officer. Mr. Jones joined USANA in 2005 as Vice President of Human Resources and served in this role until June 2007, when he left to complete a three year service mission. Mr. Jones returned to USANA as Vice President of Human Resources in July 2010 and served in this role until December 2012, when he was appointed Chief Financial Officer. In August 2015, Mr. Jones was also appointed Chief Leadership Development Officer. Prior to joining USANA, Mr. Jones was employed as Vice President of Human Resources and later as Vice President of Operations for Associated Food Stores, Inc. Mr. Jones received a B.S. in finance from Utah State University and a master of arts in organizational management from the University of Phoenix. Mr. Jones is also a Certified Management Accountant.
Deborah Woo, 59,62, President of Asia and Greater China.Asia. Mrs. Woo joined USANA as General Manager of USANA Hong Kong in 1999. Mrs. Woo1999 and served as the Company's General Manager of USANA Hong Kong from 1999 toin that role until 2003. In 2003, she was promoted to Regional General Manager and became responsible for the Hong Kong, Taiwan, and Singapore markets. Mrs. Woo was subsequently promoted to Vice President of Greater China and East Asia in 2005. As a result of USANA's strategic regional alignment in 2007, Mrs. Woo was appointed as Vice President of Greater China and North Asia. In 2008, Mrs. Woo was promoted to Executive Vice President of Asia. In February 2010, Mrs. Woo was promoted to Executive Vice President of Sales and served in this role until May 2011, when she was appointed President of Asia Pacific. In October 2012, she was appointed President of Asia and Greater China.China and served in this capacity until she was appointed President of Asia in January 2016. Mrs. Woo entered the direct selling industry in 1990 as a Distributor Relations Manager for Amway Hong Kong. She later became Director of Sales for Caring International (Hong Kong) Limited in 1996 where she headed up multifunctional teams in operations, distributor relations, and marketing.
James H. Bramble, 43,46, Chief Legal Officer and Corporate Secretary. Mr. Bramble joined USANA in March 1998 to manage the Compliance and Legal Departments. In April 2006 he was appointed Vice President and General Counsel. In July 2008, Mr. Bramble was also appointed Corporate Secretary, and served in these roles until May 2011, when he was appointed Chief Legal Officer and Corporate Secretary. Prior to joining USANA, Mr. Bramble was employed with Novus Services. Mr. Bramble received a B.S. in political science with a minor in Spanish from the University of Utah in Salt Lake City, Utah. He received his J.DJ.D. from the S.J. Quinney College of Law at the University of Utah.
Jim Brown, 44,47, Chief ProductionOperating Officer. Mr. Brown joined USANA in 2006 as Vice President of Operations. In July 2011, he was appointed Vice President of Global Operations and served in that role until July 2012, when he was appointed Chief Production Officer. He served in that role until November 2013 when he was appointed Chief Operating Officer. Prior to joining USANA, Mr. Brown was previously employed at Sonoco as a plant manager where he was responsible for safety, quality, finance, production, and maintenance. Mr. Brown received a bachelor's degree with a double major in computer science and math as well as an M.B.A. from Francis Marion University in Florence, South Carolina.
Daniel A. Macuga, Jr., 43,46, Chief Communications Officer.Officer and Executive Vice President of Field Development for the Americas. Mr. Macuga joined USANA in 2007 as Vice President of Network Development and Public Relations. In July 2008, he was appointed as Vice President of Marketing, Public Relations and Social Media and served in that role until December 2011, when he was appointed Chief Communications Officer. He served in that role until February 2014 when he was appointed Chief Communications Officer and Executive Vice President of Field Development for the Americas. Prior to joining USANA, Mr. Macuga was employed at the Chrysler Corporation, where he spent 15 years working closely with independent dealership entrepreneurs to help them build their businesses, increase awareness for their products, and keep them focused on effective customer relationship management. Mr. Macuga received a B.A. in communications from the University of California, San Diego.
Doug Braun, 51,54, Chief Marketing Officer. Mr. Braun joined USANA as Vice President of Marketing in December 2011. He served in this capacity until March 2012, when he was appointed as Vice President of Marketing and Recognition and served in that role until July 2012, when he was appointed Chief Marketing Officer. Mr. Braun brings 20 years of direct selling experience to USANA. Prior to joining USANA, Mr. Braun was self-employed in 2011 and served as temporary chief executive officer of GrowLife, Inc. from May 2011 to September 2011. Prior to that he was president of Nikken International, Inc. from December 2008 to January 2011, vice president of sales & marketing of Nikken International, Inc. from July 2007 to November 2008 and vice president of marketing of Nikken International, Inc. from July 2005 to June 2007. Prior to that, he served as vice president of marketing of Fionda, LLC, and senior vice president of global marketing at Herbalife International, Inc. where Mr. Braun spent ten years. He has a BBAB.B.A. from the University of Cincinnati and an MBAM.B.A. from Xavier University.
COMPENSATION DISCUSSION AND ANALYSIS
Introduction
The following Compensation Discussion and Analysis describes the material elements of the compensation and benefit programs for our Co-Chief Executive Officers, Chief Financial Officer, and the three other most highly-compensated executive officers who are identified inas of the Summary Compensation Table ("Named Executive Officers")end of fiscal year 2015. In this Proxy Statement.Statement, we refer to these officers as our "Named Executive Officers." Our Named Executive Officers are also referred to herein individually as an "Executive" and collectively as "Executives".
Executive Summary and Overview
Summary of 2015 Accomplishments. Fiscal 20122015 was an excellentexceptional year for USANA. From a financial perspective, we delivered our tenth13th consecutive year of record net sales, as well as theour highest annual net earnings and earnings-per-share in the Company's history. Operationally,history of the Company. These results were driven by a number of accomplishments during the year, including our achievement of more than 20% growth in the number of Active Associates who use and sell our products around the world. We ended the 2015 fiscal year with a record 421,000 Active Associates and 89,000 Preferred Customers worldwide. Associate and customer growth is our highest priority as we achieved several strategic objectives, includingcontinue to focus on improving the following:overall health and nutrition of individuals and families around the world.
Our results for the year were driven by execution of our 2015 growth strategies, which included offering market-specific incentives to motivate our sales force, advancing our personalization initiative, and increasing our brand recognition to make it easier for our sales force to talk about USANA.
During the year, we offered a variety of market specific incentives to our sales force. The most impactful was offered world-wide during late 2014, and during the first part of 2015 in China. This incentive, and its residual effect, was successful in accelerating our customer growth during much of 2015. During the second half of 2015, we offered additional incentives in many of our markets to continue driving customer growth. The short-term incentives we offered in many of our markets during 2015 contributed to our 20.6% Associate growth and 9.9% Preferred Customer growth year-over-year.
We officially launchedalso continued to advance our personalization strategy during the year. Over the last few years, we have added personalized aspects to our global personalization strategy, which focuses on personalizingbrand, Associate compensation plan, and our Associates' e-business environment to make it easier and more enjoyable to do business with USANA. In 2015, we continued to personalize our product offeringsline by introducing our new "MySmartTMFoods" products. MySmartTMFoods are science-based, healthy nutrition shakes, bars, boosters and customer experienceflavor optimizers that provide our customers with customized healthy food options. We made MySmartTMFoods available to our Associates for a limited time in 2015 as a pre-launch opportunity to purchase and try the products. During the first half of 2016, we will officially launch these products.
We also increased our brand recognition in 2015 by expanding our relationship with Dr. Mehmet Oz, as a Trusted Partner and Sponsor ofThe Dr. Oz Show, and by continuing to advance our athlete sponsorship program around the world. Under this strategy,our partnership with Dr. Oz, USANA products were regularly featured onThe Dr. Oz Show in 2015. This partnership has increased our brand recognition in North America and our other regions around the world.
In 2015, we among other things: (i) introduced two proprietary health assessment applications calledalso continued to see our business grow in China. Specifically, annual net sales in China increased over 71% on a year-over-year basis and the True Health Assessment and True Health Companion for use by our customers and potential customers; and (ii) expandednumber of Active Associates increased over 46%. We also made significant progress during the availabilityyear on the construction of our flagship MyHealthPak productnew state-of-the-art production facility in Beijing, which is scheduled to eachbecome fully operational during the first half of 2016.
Finally, in late 2015 we officially opened Indonesia, which marks our international markets;
Overview of Compensation Program.
We believe that our Executives and employees, as well as the compensation programs that incent them, are key factors in driving our strong financial and operational performance. Our executive compensation program is designed to provide a competitive and internally equitable compensation and benefits package. We also strive to ensure that our executive compensation program reflects a pay-for-performance philosophy and promotes Executive motivation and retention.
Our executive compensation program includes base salary, short-term incentive compensation (in the form of a cash bonus), and long-term incentive compensation (in the form of equity awards). Short-term incentive compensation is performance-based and designed to motivate our Executives to achieve annual financial and non-financial performance objectives. To minimize potential risk, the potential for short-term incentive compensation is typically capped at 100% of an Executive's base
salary. Long-term incentive compensation utilizes equity awards, which vest over several years. These awards reward the Executive for sustainable Company performance and align the financial interests of our Executives with those of our stockholders.shareholders.
Other than as described above, we typically do not provide benefits to our Executives that are different from, or in addition to, those that are provided to our general employees. Additionally, we typically do not (i) enter into pre-arranged severance agreements or contracts with our Executives that contain post-termination or change-in-control payment provisions, or (ii) provide significant perquisites or personal benefits to our Executives.
Compensation Philosophy and Objectives
The Company's compensation philosophy, as approved by the Compensation Committee, is to establish and maintain executive compensation programs that are designed to accomplish the following objectives:
The Compensation Committee intends to meet these objectives by utilizing and maintaining a balance among three major components of compensation: base salary, short-term incentive compensation (cash bonus), and long-term incentive compensation (in the form of equity awards). The Committee believes that these three components provide the appropriate framework to attract, retain and motivate our Executives, and align a significant portion of executive compensation with short-and long-term performance objectives that drive shareholder value. As shown in the compensation tables following this report, our Executives do not currently receive retirement benefits, pre-determined severance arrangements, deferred compensation opportunities, or other perquisites that are commonly provided to executives of similarly sized companies.
Role of Compensation Committee
Our executive compensation philosophy and practice has been developed through a collaborative effort of the Compensation Committee, the Company's Chief Executive Officer,CEO, and the Vice PresidentCFO. With the appointment of Human Resources, who now servesMr. Wentz and Mr. Guest as Co-CEO's in August 2015, the Compensation Committee began, and will continue to, seek input from each Co-CEO on the Company's executive compensation philosophy. While our Chief Financial OfficerCo-CEOs and remains responsible for this function. While these officersCFO offer ideas, opinions, and proposals in Compensation Committee meetings, the Compensation Committee functions and votes independently from these officers. The Compensation Committee is responsible for all changes to the executive compensation philosophy and program. The Compensation Committee, as of the date of this Proxy Statement, consists of three members of USANA's Board of Directors, all of whom are "independent" under the rules of the NYSE. These members are appointed to the Compensation Committee by the Board of Directors. The Compensation Committee acts under a written charter, which outlines the committee's authority and responsibilities.
Role of Corporate Leadership in Assisting Compensation Committee
The Compensation Committee has the primary authority to determine the Company's compensation philosophy and to establish compensation for the Company's Executives.Named Executive Officers. It is responsible for ensuring that executive compensation decisions are thoroughly researched and implemented. All of the Company's Executives and employees participate in an annual performance review with their
immediate supervisor, during which the Executive or employee receives input about his or her performance and contributions to the Company's results for the period being assessed. The Compensation Committee seeks input from the Company's Chief Executive OfficerCo-CEOs and Chief Financial OfficerCFO to identify key factors and to obtain information that is related to executive compensation. These key factors and information generally involve the individual Executive's level of responsibility, his or her years of experience, his or her current overall compensation level in relation to external market studies and internal equity analysis between executives, the impact of current compensation practices on the Company's financial statements, and the relationship between executive compensation and performance of the Company.
The Company's Chief Financial OfficerCFO takes direction from and makes suggestions to the Chairman of the Compensation Committee in establishing the quarterly committee meeting agenda and in preparing the materials to be presented to the Compensation Committee. These materials contain minutes from prior meetings, key items to be addressed, and background information to help the Compensation Committee in its decision-making process.
Compensation Consultants
Consultant
During 2012, we did not engage or consult with a compensation consultant in connection with rendering decisions on Executive compensation. In the past, however,late 2014, the Compensation Committee has engagedretained Frederic W. Cook & Co., Inc. ("FWC"), anor FWC, as its independent compensation consultant for 2015 to assist the committee in reviewing our executive compensation consulting firm,program, to adviseprovide compensation data and make recommendations regarding USANA's executivealternatives to the committee, and to provide advice to the committee as requested. FWC provided services to the Compensation Committee only in late 2014 and early 2015 and did not perform any work for the Company outside of the services it performed for the Compensation Committee. The Compensation Committee considered the compensation program. During 2012,data and alternatives provided by FWC in analyzing and rendering compensation decisions in 2015, including setting annual base salary compensation, short-term incentive compensation and long-term incentive compensation for our Executives.
As a basis for the market data provided to the Compensation Committee, FWC utilized compensation data from a group of 22 peer companies set out below. These companies are all within a reasonable range of the Company's revenue, operating income, and market capitalization. As of January 1, 2015, we were at or near the median of the peer group with respect to revenue, operating income and market capitalization. This information was gathered and analyzed for the 25th, 50th and 75th percentiles for annual salary, short-term incentive pay elements and long-term incentive pay elements. Where possible, our Executives were matched to appropriate proxy and survey positions based on job duties and level of responsibility. The peer group information and other data provided by FWC are among several factors that the Compensation Committee utilized in making compensation decisions in 2015. The following companies were included in the 2015 peer group.
| Blyth, Inc. | Nature's Sunshine Products, Incorporated | |
| Coty, Inc. | Nu Skin Enterprises, Inc. | |
| Elizabeth Arden, Inc. | Nutraceutical International Corporation | |
| GNC Holdings, Inc. | NutriSystem Inc. | |
| The Hain Celestial Group, Inc. | Perrigo Company plc | |
| Herbalife, Ltd. | Prestige Brands Holdings, Inc. | |
| International Flavors and Fragrances Inc. | Primerica, Inc. | |
| Inter Parfums, Inc. | Revlon, Inc. | |
| LifeVantage Corporation | Tupperware Brands Corporation | |
| Mannatech, Incorporated | Vitamin Shoppe, Inc. | |
| Natural Health Trends Corp. | Weight Watchers International, Inc |
In addition to the FWC market data, the Compensation Committee utilized the following materials, along with other resources and tools, to render compensation decisions for 2012:2015: (i) surveys and reports of executive compensation paid by public companies, with characteristics similar to USANA, on a national basis; and (ii) surveys from Mercer, ERI, U.S. Direct Selling Association, and Western Management Group of executive compensation paid by certain of the Company's direct competitors, consisting of both public and private companies, on a local and national basis. These materials and resources help provide solid benchmarks for each component of our executive compensation as well as a general understanding of the total compensation offered by companies in our industry who are competing for top talent.
Base salary represents the fixed component of executive compensation. It is designed to compensate our Executives fairly and competitively at levels necessary to attract, retain and motivate qualified executives in our industry. Consistent with this philosophy, the Compensation Committee, on an annual basis, evaluates our Executives' base salaries. The Committee asks for input and
recommendations from the CEOCo-CEOs and CFO and then considers (i) the Executive's scope of responsibilities, maturity in role, demonstrated level of performance, accomplishments and contributions to the Company; (ii) the performance of USANA, both financially and operationally; (iii) current market data and salary levels for each Executive's particular position; and (iv) the total compensation paid to each Executive. The Committee then renders a decision for each Executive's base salary based on the total mix of the foregoing information.
As part of its 20122015 Executive compensation evaluation, the Compensation Committee, after reviewing the information outlined above, approved the Executives'Named Executive Officers' base salaries from July 20122015 through June 20132016 as follows:
Executive | Appointed Office | 2011 - 2012 Base Salary ($) | 2012 - 2013 Base Salary ($) | Appointed Office | 2014 - 2015 Base Salary ($)* | 2015 - 2016 Base Salary ($)* | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| David A. Wentz | Chief Executive Officer | $ | 618,000 | $ | 575,000 | * | Co-Chief Executive Officer | $ | 300,000 | $ | 618,000 | |||||||
| Kevin G. Guest | President of North America | $ | 566,500 | $ | 583,495 | Co-Chief Executive Officer. | $ | 600,000 | $ | 618,000 | ||||||||
Paul A. Jones | Chief Financial Officer | $ | 340,000 | $ | 357,000 | |||||||||||||
| Deborah Woo | President of Asia Pacific | $ | 543,068 | $ | 563,736 | President of Asia | $ | 580,378 | $ | 598,769 | ||||||||
| Paul Jones | Chief Financial Officer | $ | 185,400 | $ | 220,000 | |||||||||||||
| James Bramble | Chief Legal Officer | $ | 350,200 | $ | 360,706 | |||||||||||||
James H. Bramble | Chief Legal Officer | $ | 382,673 | $ | 394,000 | |||||||||||||
Douglas Braun | Chief Marketing Officer | $ | 330,000 | $ | 340,000 | |||||||||||||
Company full-time and appointment to Co-Chief Executive Officer. The 2015-2016 base salary for Mr. Guest reflects his appointment to Co-Chief Executive Officer. With respect to each of the other Executives identified in the table (other thanMs. Woo, Mr. Jones),Jones, Mr. Bramble, and Mr. Braun, the Compensation Committee determined, after reviewing the information described above, that an increase of approximately three to three-and-a -half percent (3% - 3.5%) toset each Executive's base salary was appropriate to ensure thatfor 2015-2016 following its evaluation of all of the respective Executive's compensation is fair and competitive withfactors set out in (i) through (iv) in the market. With respect to Mr. Jones, the Compensation Committee adjusted his base salary when he was appointed as interim CFO in December 2012. At the conclusion of each quarter in which Mr. Jones serves as interim CFO, he will also receive a $25,000 payment in addition to his base salary. The committee will reevaluate Mr. Jones' base salary in connection with his service as CFO.paragraph above.
The actual base salaries paid to our ExecutivesNamed Executive Officers during the year ended December 29, 2012January 2, 2016 are reflected in column (c) of the Summary Compensation Table of this Proxy Statement.
Non-Equity Incentive Plan Compensation
We offer our ExecutivesNamed Executive Officers non-equity incentive plan compensation in the form of a cash bonus that is based on USANA's achievement of certain financial and non-financial performance objectives during the applicable year. Cash bonuses are based on a percentage of the Executive's base salary. Each year, the Compensation Committee sets the range of the cash bonus for which each Executive is eligible and sets the performance objectives on which cash bonuses for that year will be based.
20122015 Non-Equity Incentive Plan
For 2012,2015, the Compensation Committee approved the 20122015 Executive Bonus Plan (the "2012"2015 Bonus Plan"), which iswas based on one universal Company performance objective: growth in net sales and profitability. The Compensation Committee approved this single financial performance objective to: (i) focus the Company's Executives on growing net sales in 2012,2015 without sacrificing profitability; (ii) continue to align the bonus opportunity under the 20122015 Bonus Plan for all Executives to promote internal equity; (iii) foster teamwork among markets and Executives; and (iv) also align the 20122015 Bonus Plan offered to Executives with the profit sharing plan offered to all other employees of the Company.
Under the 20122015 Bonus Plan, nine percent (9%)9% of the Company's adjusted operating profits, which exceed ten percent (10%)10% of net sales, arewere to be paid to Executives in the form of a cash bonus. "AdjustedFor purposes of the 2015
Bonus Plan, the term "adjusted operating profit" is calculated as (i) the Company's earnings from operations, plus (ii) positive adjustments to earnings from operations for Executive and employee bonus accruals and equity compensation expense. Payments under the 20122015 Bonus Plan arewere distributed as an equal percent of the Executive's base salary. In comparison, the profit sharing plan offered to all other employees of the
Company pays a cash bonus of ten-and-a-half percent (10.5%) of the Company's adjusted operating profits, which exceed ten percent (10%) of net sales.
Under the 20122015 Bonus Plan, Executives were eligible to receive a cash bonus of between zero and 100% of their base salary, depending on the performance of the Company under the criteria of the plan. Each Executive's target bonus percentage under the 20122015 Bonus Plan was 50% of the Executive's base salary.
20122015 Executive Bonus Plan Payout
Shortly after the end of fiscal 2012,2015, the Compensation Committee reviewed the foregoing performance objectives and evaluated the actual performance delivered by the Company under the 20122015 Bonus Plan. The Compensation Committee determined that the Company delivered excellentstrong financial and operating performance in 20122015 and, in particular, noted that the Company:
Based on the Company's performance, and the criteria of the 20122015 Bonus Plan, the Compensation Committee determined that each Executive had earned a cash bonus equal to 50.3%57.8% of the Executive's base salary under the 20122015 Bonus Plan. Consequently, the committee awarded this bonus amount to each Executive. The actual cash bonuses paid to our ExecutivesNamed Executive Officers under the 20122015 Bonus Plan are reflected in column (g) of the Summary Compensation Table of this Proxy Statement.
2013 Non-Equity Incentive2016 Executive Bonus Plan
For 2013, the Compensation Committee determined that the Company has a significant opportunity to continue the sales and earnings growth it delivered in 2012. Consequently,2016, the Compensation Committee approved the 20132016 Executive Bonus Plan (the "2013"2016 Bonus Plan"), which is based on the same performance objectiveobjectives as the 20122015 Bonus Plan: growth in net sales and profitability. As part of its determination to again utilize this bonus criteria and structure, the committee noted: (i) the strong operating results delivered by the Executives and the Company in 2015; (ii) the successful alignment of the Company's Executives under the 20122015 Bonus Plan, (ii)and (iii) the internal equity among Executives that was created by the 20122015 Bonus Plan; and (iii) the results delivered by the Executives and the Company in 2012.Plan.
Under the 20132016 Bonus Plan, nine percent (9%)9% of the Company's adjusted operating profits, which exceed ten percent (10%)10% of net sales, will again be paid to Executives in the form of a cash bonus. Payments under the 20132016 Bonus Plan will be distributed as an equal percent of the Executive's base salary. By comparison, the profit sharing plan offered to all other employees of the Company will, again, pay a cash bonus of ten and a half- percent (10.5%) of the Company's adjusted operating profits, which exceed ten percent (10%) of net sales.
Under the 20132016 Bonus Plan, Executives will be eligible to receive a cash bonus of between zero and 100% of their base salary, depending on the performance of the Company under the criteria of the plan. Each Executive's target bonus percentage under the 20132016 Bonus Plan is 50% of the Executive's base salary. Future estimated payouts under the 20132016 Bonus Plan are reflected in the Grants of Plan-Based Awards table of this Proxy Statement.
Equity compensation is an integral part of USANA's compensation philosophy. We believe that equity grants that vest over a period of years tie a portion of our Executives' compensation to the
Company's long-term performance and, thereby, align the interests of our Executives with the interests of our shareholders. Our equity compensation program delivers compensation to Executives only when the Company performs and the value of the Company's stock increases. USANA provides equity-based compensation primarily through the issuance of Stock-Settled Stock Appreciation Rights ("SSARs").
Grants of equity awards are made for both Executives and other eligible employees at regular Compensation Committee meetings and at special meetings, as needed. The dateTo further align the interests of our Executives and shareholders, we have implemented stock ownership guidelines for such grants is customarily the dateour Executives. Pursuant to these guidelines, our Executives agree to hold ten percent (10%) of the Compensation Committee's meeting at whichshares of USANA common stock issued to them as a result of a SSAR exercise for a period of five years or until they are no longer employed by the particular grant is approved.Company.
The Compensation Committee's philosophy has been to issue intermittent SSAR awards to Executives to drive long-term Company performance as well as individual Executive performance. In general SSAR awards are granted to Executives as they enter into a qualifying position and vest annually in equal installments over a 5-yearfive-year period. Additional grants are awarded to Executives as seen necessary by the Compensation Committee to maintain sufficient long term incentive to accomplish the objectives outlined above. These additional grants customarily vest annually in equal installments over a five (5) year period. In addition to these customary grants, the Compensation Committee has also granted SSAR awards thattypically do not vest in the first threetwo years, but only at the end of years three, four and five, withand such vesting to commence for a particular Executive commences when the vesting schedule of that Executive's customaryparticular SSAR award ends. The grant price for equity awards is the fair market value of the award as of the date of grant as determined by the closing price of the Company's common stock on the date of grant. Aside from a SSAR award to Mr. Jones upon his promotion to Interim Chief Financial Officer of the Company,
In 2015, the Compensation Committee did notissued SSAR awards to the Named Executive Officers as detailed in the Outstanding Equity Awards at Fiscal Year-End Table of this Proxy Statement. The 2015 awards sequentially follow the Company's last broad SSAR award SSARsissuance in 2014. After the 2014 awards complete vesting, the 2015 awards will begin to our Executives during 2012.vest.
Other than as described above, USANA does not at this time provide benefits to its ExecutivesNamed Executive Officers that are different from or in addition to those that are provided to its general employees. Those benefits are described below.
Retirement: Executives may participate in Company sponsored 401(k) retirement plans on the same terms and conditions, including Company matching provisions, as other employees. For the year ended December 29, 2012, the CompanyJanuary 2, 2016, we contributed matching funds totaling $999,899$1,457,912 to our 401(k) plan in which all eligible employee participants shared. During 2012,2015, each of our eligible Executives participated in our 401(k) plan and shared matching funds totaling $77,034.$72,800. Mrs. Woo is not eligible to participate in our 401(k) plan and the Company pays retirement compensation to her, as disclosed in the Summary Compensation Table, pursuant to Hong Kong law. Except as disclosed in this paragraph, we provide no other retirement benefits to our Executives.
Severance: USANA has no pre-arranged severance agreements or contracts with any of itsour Executives that contain post-termination or change-in-control payment provisions. USANA does,We have, however, provideprovided severance benefits to its Executives on a case-by-case basis. For example, Mr. Truett separated from the Company in December 2012 and received the severance compensation set out in the Summary Compensation Table.
Perquisites: It is our general practice not to provide significant perquisites or personal benefits to our Executives. The Compensation Committee, however, retains the discretion to consider and award reasonable perquisites or personal benefits to Executives as necessary to accomplish the objectives under our compensation philosophy. In this regard, it should be noted that we do not currently provide pension arrangements, post-retirement health coverage, or similar benefits for our Executives or employees. In 2012,2015, we paid health, life, and disability insurance premiums on behalf of our Executives, all on the same terms as those that we provide to all of the Company's employees.
Insurance Plans and Other Benefits: We provide insurance plans and other benefits to our Executives that are similar to those plans and benefits that are customarily provided to general employees of the Company.
Indemnification: Article VI of our Amended and Restated Articles of Incorporation and Article 5 of our Bylaws provide for indemnification of our directors, officers, employees, and other agents to the extent and under the circumstances permitted by the Utah Revised Business Corporation Act. We have entered into agreements with our directors and officers that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers to the fullest extent allowed. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), may be permitted to directors, officers, or persons controlling us under the foregoing provisions, the SEC has stated that such indemnification is against public policy, as expressed in the Securities Act, and, therefore, such indemnification provisions may be unenforceable.
Section 162(m) Treatment Regarding Performance-Based Equity Awards
Under Section 162(m) of the Internal Revenue Code of 1986, as amended ("Section 162(m)"), a public company is generally denied deductions for compensation paid to the chief executive officer and the next four most highly compensated executive officers to the extent the compensation for any such individual exceeds $1,000,000 for the taxable year. The Company's executive compensation programs are designed to preserve the deductibility of compensation payable to executive officers, although deductibility will be onlyis just one among a number of factors considered in determining appropriate levels or types of compensation.
Consideration of Shareholder Advisory Votes
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), required that we include in our proxy statement for the 20112014 Annual Meeting of Shareholders (the "2011"2014 Annual Meeting") a non-binding, advisory shareholder vote to approve the compensation of our Named Executive Officers for that meeting.Officers. At the 20112014 Annual Meeting, our shareholders voted for approval of the compensation of our Named Executive Officers (94%(99% of votes cast),. Historically, the Compensation Committee has recommended, and voted for approval of a triennial frequency for future advisory votes with respect to our named executive officer compensationshareholders have approved (67% of votes cast). The Compensation Committee concurred with the shareholders' approval of the Company's determination to include a shareholder advisory vote on executive compensation in its future proxy materials once every three years. Additionally, theThe Compensation Committee has recommendedaffirmed its recommendation to the Board that this advisory vote be held once every three years and the Board has approved the committee's recommendation. This will be the frequency of such advisory votes until the next required vote on the frequency of advisory votes on executive compensation, which will occur at the Company's Annual Meeting of shareholders in 2017, or until the Compensation Committee, or Board of Directors, otherwise determines a different frequency for such shareholder advisory votes.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.
Respectfully submitted by the members of the Compensation Committee:
| Ronald S. Poelman (Chair) Jerry G. McClain |
The following table summarizes all compensation paid to our Named Executive Officers in each of the three most recently completed fiscal years.
(a) Name and Principal Position | (b) Year | (c) Salary ($) | (d) Bonus ($) | (e) Stock Awards ($) | (f) Option Awards ($)(1) | (g) Non-Equity Incentive Plan Compensation ($)(2) | (h) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | (i) All Other Compensation ($)(3) | (j) Total ($) | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Myron W. Wentz | 2012 | — | — | — | — | — | — | — | — | |||||||||||||||||||
Chairman | 2011 | — | — | — | — | — | — | — | — | |||||||||||||||||||
| 2010 | — | — | — | — | — | — | — | — | ||||||||||||||||||||
David A. Wentz | 2012 | $ | 565,289 | — | — | — | $ | 284,275 | — | $ | 8,575 | $ | 858,139 | |||||||||||||||
Chief Executive Officer | 2011 | $ | 574,108 | $ | 60,000 | — | — | $ | 115,000 | — | $ | 8,575 | $ | 757,683 | ||||||||||||||
| 2010 | $ | 588,462 | $ | 100,000 | — | $ | 957,480 | $ | 311,885 | — | $ | 8,575 | $ | 1,966,402 | ||||||||||||||
Paul A. Jones | 2012 | $ | 189,697 | — | — | $ | 486,045 | $ | 95,396 | — | $ | 8,575 | $ | 779,713 | ||||||||||||||
Chief Financial Officer | ||||||||||||||||||||||||||||
Kevin G. Guest | 2012 | $ | 574,671 | — | — | — | $ | 288,993 | — | $ | 8,575 | $ | 872,239 | |||||||||||||||
President of the Americas, | 2011 | $ | 547,089 | $ | 38,000 | — | — | $ | 162,000 | — | $ | 8,575 | $ | 755,664 | ||||||||||||||
Europe & South Pacific | ||||||||||||||||||||||||||||
Deborah Woo(4) | 2012 | $ | 555,657 | — | — | — | $ | 279,266 | — | $ | 76,879 | $ | 911,802 | |||||||||||||||
President of Asia & Greater China | 2011 | $ | 498,490 | $ | 74,495 | — | — | $ | 150,000 | — | $ | 90,571 | $ | 813,556 | ||||||||||||||
| 2010 | $ | 430,073 | $ | 15,000 | — | $ | 1,021,312 | $ | 202,292 | — | $ | 104,457 | $ | 1,773,134 | ||||||||||||||
James H. Bramble | 2012 | $ | 355,251 | — | — | — | $ | 178,650 | — | $ | 8,575 | $ | 542,476 | |||||||||||||||
Chief Legal Officer & Corporate | ||||||||||||||||||||||||||||
Secretary | ||||||||||||||||||||||||||||
G. Douglas Hekking | 2012 | $ | 309,419 | — | — | — | $ | 104,279 | — | $ | 8,575 | $ | 422,273 | |||||||||||||||
Vice President of Financial Strategy | 2011 | $ | 248,945 | $ | 60,000 | — | $ | 555,404 | $ | 50,000 | — | $ | 8,575 | $ | 922,924 | |||||||||||||
Roy W. Truett(5) | 2012 | $ | 405,769 | — | — | — | — | — | $ | 438,581 | $ | 844,350 | ||||||||||||||||
Former COO | 2011 | $ | 351,720 | $ | 39,000 | — | — | $ | 106,000 | — | $ | 8,575 | $ | 505,295 | ||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(4) | Total ($) | |||||||||||||||||||
David A. Wentz | 2015 | $ | 428,423 | — | — | $ | 3,035,676 | $ | 246,686 | — | $ | 9,100 | $ | 3,719,885 | ||||||||||||||
Co-Chief Executive | 2014 | $ | 469,231 | — | — | 1,018,958 | $ | 218,096 | — | $ | 9,100 | $ | 1,715,385 | |||||||||||||||
Officer | 2013 | $ | 530,769 | — | — | — | $ | 289,360 | — | $ | 8,575 | $ | 828,704 | |||||||||||||||
Kevin G. Guest(5) | 2015 | $ | 608,516 | 75,000 | — | $ | 3,035,676 | $ | 350,383 | — | $ | 9,100 | $ | 4,078,675 | ||||||||||||||
Co-Chief Executive | 2014 | $ | 589,843 | 25,000 | — | 1,036,679 | $ | 274,156 | — | $ | 9,100 | $ | 1,934,778 | |||||||||||||||
Officer | 2013 | $ | 583,495 | — | — | — | $ | 318,104 | — | $ | 8,575 | $ | 910,174 | |||||||||||||||
Paul A. Jones | 2015 | $ | 348,042 | — | — | $ | 1,517,838 | $ | 188,403 | — | $ | 9,100 | $ | 2,063,383 | ||||||||||||||
Chief Financial Officer & | 2014 | $ | 329,534 | — | — | — | $ | 148,666 | — | $ | 9,100 | $ | 487,300 | |||||||||||||||
Chief Leadership | 2013 | $ | 317,688 | — | — | — | $ | 153,192 | — | $ | 8,575 | $ | 479,455 | |||||||||||||||
Development Officer | ||||||||||||||||||||||||||||
Douglas Braun | 2015 | $ | 334,731 | — | — | $ | 2,441,470 | $ | 192,738 | — | $ | 9,100 | $ | 2,978,039 | ||||||||||||||
Chief Marketing Officer | ||||||||||||||||||||||||||||
Deborah Woo(6) | 2015 | $ | 592,305 | — | — | $ | 1,517,838 | $ | 341,049 | — | $ | 84,031 | $ | 2,535,223 | ||||||||||||||
President of Asia | 2014 | $ | 583,546 | — | — | 1,027,818 | $ | 271,229 | — | $ | 87,580 | $ | 1,970,173 | |||||||||||||||
| 2013 | $ | 575,052 | — | — | — | $ | 262,696 | — | $ | 83,513 | $ | 921,261 | ||||||||||||||||
James H. Bramble | 2015 | $ | 388,032 | — | — | $ | 1,517,838 | $ | 223,429 | — | $ | 9,100 | $ | 2,138,398 | ||||||||||||||
Chief Legal Officer & | 2014 | $ | 376,843 | — | — | 655,677 | $ | 175,155 | — | $ | 9,100 | $ | 1,216,775 | |||||||||||||||
Corporate Secretary | 2013 | $ | 365,909 | — | — | — | $ | 199,483 | — | $ | 8,575 | $ | 573,967 | |||||||||||||||
The following table contains information regarding equity awards granted to the Named Executive Officers during the fiscal year ended December 29, 2012January 2, 2016 and the estimated or targeted payouts under the 20132016 Bonus Plan described in the Compensation Discussion and Analysis section of this Proxy Statement.
| | | | | | | | | | (j) All other option awards: Number of securities underlying options (#)(2) | | | | Estimated future payouts under non-equity incentive plan awards(1) | Estimated future payouts under equity incentive plan awards | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | (i) All other stock awards: Number of shares of stock or units (#) | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | Estimated future payouts under non-equity incentive plan awards(1) | Estimated future payouts under equity incentive plan awards | (j) All other option awards: Number of securities underlying options (#)(2) | (l) Grant date fair value of stock and option awards ($) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(a) Name | (b) Grant Date | (c) Threshold ($)(1) | (d) Target ($) | (e) Maximum ($) | (f) Threshold ($) | (g) Target ($) | (h) Maximum ($) | (j) All other option awards: Number of securities underlying options (#)(2) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Myron W. Wentz | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Threshold ($)(1) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | All other stock awards: Number of shares of stock or units (#) | All other option awards: Number of securities underlying options (#)(2) | Exercise or base price of option awards ($/Sh)(3) | Grant date fair value of stock and option awards ($) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
David A. Wentz | N/A | — | $ | 287,500 | $ | 575,000 | — | — | — | — | — | — | — | 1-Sep-15 | — | $ | 309,000 | $ | 618,000 | — | — | — | — | 60,000 | 141.49 | 3,035,676 | |||||||||||||||||||||||||||||||||||||||||
Kevin G. Guest | 1-Sep-15 | — | $ | 309,000 | $ | 618,000 | — | — | — | — | 60,000 | 141.49 | 3,035,676 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Paul A. Jones | 17-Dec-12 | — | $ | 110,000 | $ | 220,000 | — | — | — | — | 35,000 | $ | 38.23 | $ | 486,045 | 1-Sep-15 | — | $ | 178,500 | $ | 357,000 | — | — | — | — | 30,000 | 141.49 | 1,517,838 | |||||||||||||||||||||||||||||||||||||||
Kevin G. Guest | N/A | — | $ | 291,747 | $ | 583,495 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Doug Braun | 1-Sep-15 | — | $ | 170,000 | $ | 340,000 | — | — | — | — | 50,000 | 141.49 | 2,441,470 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deborah Woo | N/A | — | $ | 281,868 | $ | 563,736 | — | — | — | — | — | — | — | 1-Sep-15 | — | $ | 299,384 | $ | 598,769 | — | — | — | — | 30,000 | 141.49 | 1,517,838 | |||||||||||||||||||||||||||||||||||||||||
James H. Bramble | N/A | — | $ | 180,353 | $ | 360,706 | — | — | — | — | — | — | — | 1-Sep-15 | — | $ | 197,000 | $ | 394,000 | — | — | — | — | 30,000 | 141.49 | 1,517,838 | |||||||||||||||||||||||||||||||||||||||||
G. Douglas Hekking | N/A | — | $ | — | $ | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Roy W. Truett | N/A | — | $ | — | $ | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table includes certain information with respect to the value of all equity awards previously granted to the Named Executive Officers at the end of the fiscal year ended December 29, 2012.January 2, 2016.
| | Option awards(1) | Stock Awards | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(a) Name | (b) Number of securities underlying unexercised options (#) exercisable | (c) Number of securities underlying unexercised options (#) unexercisable | (d) Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | (e) Option exercise price ($) | (f) Option expiration date | (g) Number of shares or units of stock that have not vested (#) | (h) Market value of shares or units of stock that have not vested ($) | (i) Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | (j) Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | |||||||||||||||||||
Myron W. Wentz(2) | 280,000 | — | — | $ | 39.18 | 5-Dec-15 | — | — | — | — | ||||||||||||||||||
| — | 100,000 | — | $ | 26.06 | 21-Jan-14 | |||||||||||||||||||||||
David A. Wentz(3) | 44,000 | 36,000 | — | $ | 26.06 | 21-Jan-14 | — | — | — | — | ||||||||||||||||||
| — | 60,000 | — | $ | 35.47 | 27-Oct-15 | |||||||||||||||||||||||
Paul A. Jones | 20,400 | 30,600 | — | $ | 39.40 | 26-Jan-16 | — | — | — | — | ||||||||||||||||||
| — | 35,000 | — | $ | 38.23 | 17-Jun-18 | |||||||||||||||||||||||
Kevin G. Guest(3) | — | 30,000 | — | $ | 26.06 | 21-Jan-14 | — | — | — | — | ||||||||||||||||||
| — | 50,500 | — | $ | 35.47 | 27-Oct-15 | |||||||||||||||||||||||
Deborah Woo(3) | — | 24,000 | — | $ | 26.06 | 21-Jan-14 | — | — | — | — | ||||||||||||||||||
| — | 64,000 | — | $ | 35.47 | 27-Oct-15 | |||||||||||||||||||||||
James H. Bramble(3) | — | 16,500 | — | $ | 26.06 | 21-Jan-14 | — | — | — | — | ||||||||||||||||||
| — | 30,000 | — | $ | 35.47 | 27-Oct-15 | |||||||||||||||||||||||
G. Douglas Hekking | — | 5,000 | — | $ | 26.06 | 21-Jan-14 | — | — | — | — | ||||||||||||||||||
| — | 36,800 | — | $ | 28.16 | 27-Jan-17 | |||||||||||||||||||||||
Roy W. Truett(4) | — | 16,500 | — | $ | 26.06 | 21-Jan-14 | ||||||||||||||||||||||
| | Option awards(1) | Stock Awards | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(a) Name | (b) Number of securities underlying unexercised options (#) exercisable | (c) Number of securities underlying unexercised options (#) unexercisable | (d) Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | (e) Option exercise price ($) | (f) Option expiration date | (g) Number of shares or units of stock that have not vested (#) | (h) Market value of shares or units of stock that have not vested ($) | (i) Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | (j) Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | |||||||||||||||||||
David A. Wentz(1) | — | 57,500 | — | $ | 57.62 | 15-Mar-18 | — | — | — | — | ||||||||||||||||||
| — | 60,000 | — | $ | 141.49 | 1-Mar-20 | |||||||||||||||||||||||
Kevin G. Guest(1) | — | 58,500 | — | $ | 57.62 | 15-Mar-18 | — | — | — | — | ||||||||||||||||||
| — | 60,000 | — | $ | 141.49 | 1-Mar-20 | |||||||||||||||||||||||
Paul A. Jones(2) | 7,000 | 14,000 | — | $ | 38.23 | 17-Jun-18 | — | — | — | — | ||||||||||||||||||
| — | 30,000 | — | $ | 141.49 | 1-Mar-20 | |||||||||||||||||||||||
Douglas Braun(3) | — | 14,100 | — | $ | 29.59 | 14-Jun-17 | — | — | — | — | ||||||||||||||||||
| — | 50,000 | — | $ | 141.49 | 1-Mar-20 | |||||||||||||||||||||||
Deborah Woo(1) | — | 58,000 | — | $ | 57.62 | 15-Mar-18 | — | — | — | — | ||||||||||||||||||
| — | 30,000 | — | $ | 141.49 | 1-Mar-20 | |||||||||||||||||||||||
James H. Bramble(1) | — | 37,000 | — | $ | 57.62 | 15-Mar-18 | — | — | — | — | ||||||||||||||||||
| — | 30,000 | — | $ | 141.49 | 1-Mar-20 | |||||||||||||||||||||||
OPTION EXERCISES AND STOCK VESTED
The following table summarizes certain information with respect to the awards exercised by the Named Executive Officers during the fiscal year ended December 29, 2012.January 2, 2016.
| | Option awards | Stock awards | Option awards | Stock awards | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(a) Name | (b) Number of shares acquired on exercise (#) | (c) Value realized on exercise ($) | (d) Number of shares acquired on vesting (#) | (e) Value realized on vesting ($) | (b) Number of shares acquired on exercise (#) | (c) Value realized on exercise ($) | (d) Number of shares acquired on vesting (#) | (e) Value realized on vesting ($) | ||||||||||||||||||
Myron W. Wentz | 169,537 | 7,674,772 | — | — | ||||||||||||||||||||||
David A. Wentz | 47,386 | 2,198,350 | — | — | 21,797 | 2,828,522 | — | — | ||||||||||||||||||
Kevin G. Guest | 17,901 | 2,187,373 | — | — | ||||||||||||||||||||||
Paul A. Jones | — | — | — | — | 12,660 | 1,892,910 | — | — | ||||||||||||||||||
Kevin G. Guest | 22,940 | 966,708 | — | — | ||||||||||||||||||||||
Douglas Braun | 10,907 | 1,425,406 | — | — | ||||||||||||||||||||||
Deborah Woo | 14,129 | 588,280 | — | — | 23,031 | 2,925,203 | — | — | ||||||||||||||||||
James H. Bramble | 13,414 | 563,170 | — | — | 10,644 | 1,301,426 | — | — | ||||||||||||||||||
G. Douglas Hekking | 8,010 | 344,488 | — | — | ||||||||||||||||||||||
Roy W. Truett | 12,755 | 537,744 | ||||||||||||||||||||||||
The table below summarizes the compensation paid by the Company to directors of the Company for the fiscal year ended December 29, 2012, other thanJanuary 2, 2016. Dr. Wentz, the Company's Chairman of the Board, whose compensation is included in the Summary Compensation Table and who received no compensation for his services as a director in 2012.2015.
(a) Name | (b) Fees earned or paid in cash ($)(1) | (c) Stock awards ($) | (d) Option awards ($) | (e) Non-equity incentive plan compensation ($) | (f) Change in pension value and nonqualified compensation earnings ($) | (g) All other compensation ($) | (h) Total ($) | (b) Fees earned or paid in cash ($)(1) | (c) Stock awards ($) | (d) Option awards ($) | (e) Non-equity incentive plan compensation ($) | (f) Change in pension value and nonqualified compensation earnings ($) | (g) All other compensation ($) | (h) Total ($) | ||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Myron W. Wentz, Ph.D. | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Robert Anciaux | $ | 67,600 | — | — | — | — | — | $ | 67,600 | $ | 90,150 | — | — | — | — | — | $ | 90,150 | ||||||||||||||||||||||||||
Jerry G. McClain | $ | 77,000 | — | — | — | — | — | $ | 77,000 | $ | 108,250 | — | — | — | — | — | $ | 108,250 | ||||||||||||||||||||||||||
Ronald S. Poelman | $ | 89,700 | — | — | — | — | — | $ | 89,700 | $ | 114,800 | — | — | — | — | — | $ | 114,800 | ||||||||||||||||||||||||||
Gilbert A. Fuller | $ | 72,300 | — | — | — | — | — | $ | 72,300 | $ | 108,100 | — | — | — | — | — | $ | 108,100 | ||||||||||||||||||||||||||
D. Richard Williams(2) | — | — | — | — | — | — | $ | — | ||||||||||||||||||||||||||||||||||||
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial ownership of our common stock, as of March 1, 2013,2016, by (1) each person known to be the beneficial owner of more than 5% of the issued and outstanding common stock based upon their most recent filings or correspondence with the SEC, (2) the Named Executive Officers and the directors of USANA individually, and (3) the Named Executive Officers and directors as a group. Except as indicated in the footnotes below, each of the persons listed below is believed to exercise sole voting and investment power over the shares of common stock that are listed for such individual or entity in this table.
Name and Address | Number of Shares(1) | Percent of Class(2) | |||||
|---|---|---|---|---|---|---|---|
Beneficial Owners of More Than 5% | |||||||
Gull Holdings, Ltd. | 6,637,167 | 49.2 | % | ||||
4 Finch Road | |||||||
Douglas, Isle of Man | |||||||
FMR LLC(3) | 1,470,111 | 10.9 | % | ||||
82 Devonshire Street | |||||||
Boston, MA 02109 | |||||||
LSV Asset Management(4) | 727,576 | 5.4 | % | ||||
155 N. Wacker Drive, Suite 4600 | |||||||
Chicago, IL 60606 | |||||||
Directors and Named Executive Officers | |||||||
Myron W. Wentz, Ph.D.(5) | 6,957,588 | 50.3 | % | ||||
Chairman of the Board | |||||||
David A. Wentz,(6) | 501,936 | 3.7 | % | ||||
Chief Executive Officer | |||||||
Paul A. Jones(7) | 2,025 | * | |||||
Chief Financial Officer | |||||||
Kevin G. Guest(8) | 532 | * | |||||
President of the Americas, Europe and South Pacific | |||||||
Deborah Woo | 0 | * | |||||
President of Asia and Greater China | |||||||
James H. Bramble(9) | 588 | * | |||||
Chief Legal Officer | |||||||
G. Douglas Hekking(10) | 710 | * | |||||
Vice President of Financial Strategy | |||||||
Roy W. Truett(11) | 329 | * | |||||
Former COO | |||||||
Robert Anciaux, Director(12) | 6,947 | * | |||||
Jerry G. McClain, Director(13) | 7,745 | * | |||||
Ronald S. Poelman, Director(14) | 8,302 | * | |||||
Gilbert A. Fuller, Director(15) | 4,043 | * | |||||
Directors and Officers as a group (12 persons) | 7,490,745 | 54.0 | % | ||||
Name and Address | Number of Shares(1) | Percent of Class(2) | |||||
|---|---|---|---|---|---|---|---|
Beneficial Owners of More Than 5% | |||||||
Gull Global, Ltd. | 6,399,110 | 53.6 | % | ||||
PO Box N-4899, 2/F Bahamas Financial Ctr. | |||||||
Shirley & Charlotte Streets | |||||||
Nassau, C5 BH1-1000 | |||||||
Renaissance Technologies LLC(3) | 774,183 | 6.5 | % | ||||
800 Third Avenue | |||||||
New York, New York 10022 | |||||||
FMR LLC(4) | 703,762 | 5.9 | % | ||||
245 Summer Street | |||||||
Boston, MA 02210 | |||||||
The Vanguard Group(3) | 639,243 | 5.4 | % | ||||
100 Vanguard Blvd. | |||||||
Malvern, PA 19355 | |||||||
Directors and Executive Officers | |||||||
Myron W. Wentz, Ph.D.(5) | 6,399,110 | 53.6 | % | ||||
Chairman of the Board | |||||||
David A. Wentz(6) | 399,937 | 3.3 | % | ||||
Co-Chief Executive Officer | |||||||
Kevin G. Guest(7) | 644 | * | |||||
Co-Chief Executive Officer | |||||||
Paul A. Jones(8) | 4,615 | * | |||||
Chief Financial Officer & Chief Leadership Development Officer | |||||||
Doug Braun | — | * | |||||
Chief Marketing Officer | |||||||
Deborah Woo | — | * | |||||
President of Asia | |||||||
James H. Bramble(9) | 635 | * | |||||
Chief Legal Officer | |||||||
Robert Anciaux, Director(10) | 4,614 | * | |||||
Jerry G. McClain, Director(11) | 7,433 | * | |||||
Ronald S. Poelman, Director(12) | 5,969 | * | |||||
Name and Address | Number of Shares(1) | Percent of Class(2) | |||||
|---|---|---|---|---|---|---|---|
Gilbert A. Fuller, Director(13) | 980 | * | |||||
D. Richard Williams | — | * | |||||
Directors and Officers as a group (12 persons) | 6,823,937 | 57.0 | % | ||||
that are issuable pursuant to DSUs, which are presently vested or which become vested within 60 days of March 1, 2016.
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information regarding outstanding awards and shares reserved for future issuance under our equity compensation plans as of December 29, 2012.January 2, 2016.
Plan Category | Number of securities to be issued upon exercise of outstanding awards(1) | Weighted-average exercise price of outstanding awards | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | Number of securities to be issued upon exercise of outstanding awards(1) | Weighted-average exercise price of outstanding awards | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | (a) | (b) | (c) | (a) | (b) | (c) | ||||||||||||||
Equity compensation plans approved by security holders | 2,701,878 | (2) | $ | 34.43 | (3) | 5,116,850 | 2,188,293 | (2) | $ | 94.68 | (3) | 4,045,000 | ||||||||
Equity compensation plans not approved by security holders | None | N/A | None | None | N/A | None | ||||||||||||||
| | | | | | | | | | | | ||||||||||
| | | | | | | | | |||||||||||||
| | | | | | | | | | | | ||||||||||
Total | 2,701,878 | (2) | $ | 34.43 | (3) | 5,116,850 | 2,188,293 | (2) | $ | 94.68 | (3) | 4,045,000 | ||||||||
PROPOSAL #2—RATIFICATION OF SELECTION OF INDEPENDENTINDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
ACCOUNTING FIRM
The Audit Committee of the Board of Directors has selected PricewaterhouseCoopersKPMG LLP ("KPMG") as the independent registered public accountantaccounting firm to audit the financial statements of the Company and its subsidiaries for the fiscal year ending December 28, 2013. PricewaterhouseCoopers LLP31, 2016 and internal control over financial reporting as of December 31, 2016. KPMG has served as the Company'sour independent registered public accountantaccounting firm since September 16, 2013 and audited the Company's financial statements for the fiscal year ended December 29, 2007.January 2, 2016.
Policy on Pre-Approval of Audit and Permissible Non-Audit Services
The Audit Committee pre-approves any engagement of PricewaterhouseCoopers LLPKPMG and has the ultimate authority and responsibility to select, evaluate and where appropriate, replace the independent registered public accountantaccounting firm and nominate an independent registered public accounting firm for shareholder approval. While ratification of the selection of accountantsauditors by the shareholders is not required and is not binding upon the Audit Committee or the Company, in the event of a negative vote on such ratification, the Audit Committee might choose to reconsider its selection.
Prior to the performance of any services, the Audit Committee approves all audit and non-audit services to be provided by the Company's independent registered public accountantaccounting firm and the fees to be paid therefor. Although the Sarbanes-Oxley Act of 2002 permits the Audit Committee to pre-approve some types or categories of services to be provided by the independent registered public accountant,accounting firm, it is the current practice of the Audit Committee to specifically approve all services provided by the independent registered public accountantaccounting firm in advance, rather than to pre-approve any type of service. In connection with this practice, the Audit Committee has considered whether the provision of non-audit services is compatible with maintaining PricewaterhouseCoopers LLP'sKPMG's independence.
PricewaterhouseCoopers LLPKPMG has advised us that it has no direct or indirect financial interest in the Company or in any of its subsidiaries and that during 2015 it has had during the last three years, no connection with the Company or any of its subsidiaries, other than as its independent auditorsregistered public accounting firm or in connection with certain other activities, as described below.
Financial Statements and Reports
The financial statements of the Company as of and for the year ended December 29, 2012,January 2, 2016, and the report of the independent auditorsregistered public accounting firm will be presented at the Annual Meeting. PricewaterhouseCoopers LLPKPMG will have a representative present at the meeting who will have an opportunity to make a statement, if he or she so desires, and to respond to appropriate questions from shareholders.
During the fiscal years 2012 and 2011, PricewaterhouseCoopers LLPyear 2015, KPMG performed services consisting of the audit of the annual consolidated financial statements of the Company, the audit of the effectiveness of our internal control over financial reporting, review of the quarterly financial statements for the quarters ended April 4, 2015, July 4, 2015 and October 3, 2015, stand-alone audits of subsidiaries, and accounting consultations, consents, and other services related to SEC filings by the Company and its subsidiaries. PricewaterhouseCoopers LLPsubsidiaries, tax compliance services and transfer pricing services. KPMG did not perform any financial information systems design and implementation services for the Company for the fiscal years 2012 and 2011.year 2015.
During the fiscal year 2014, KPMG performed services consisting of the audit of the annual consolidated financial statements of the Company, the audit of the effectiveness of our internal control
over financial reporting, review of the quarterly financial statements for the quarters ended March 29, 2014, June 28, 2014 and September 27, 2014, stand-alone audits of subsidiaries, and accounting consultations, consents, other services related to SEC filings by the Company and its subsidiaries, tax compliance services and transfer pricing services. KPMG did not perform any financial information systems design and implementation services for the Company for the fiscal year 2014.
The following table summarizes the fees that were paid to PricewaterhouseCoopers LLPKPMG by the Company during fiscal years 20122015 and 2011.2014.
Type of Service and Fee | Fiscal 2012 | Fiscal 2011 | Fiscal Year 2014 | Fiscal Year 2015 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Audit Fees | $ | 940,818 | $ | 965,089 | $ | 1,423,415 | $ | 1,634,529 | ||||||
Audit Related Fees | 106,438 | 105,638 | — | — | ||||||||||
Tax Fees | 267,157 | 138,030 | $ | 43,050 | $ | 57,050 | ||||||||
All Other Fees | — | — | — | — | ||||||||||
Total Fees | $ | 1,314,414 | $ | 1,208,757 | $ | 1,466,465 | $ | 1,691,579 | ||||||
The Board of Directors unanimously recommends a vote FOR ratification of the appointment of PricewaterhouseCoopersKPMG LLP, as the Company's independent registered public accountantsaccounting firm for the fiscal year 2013.2016.
The Audit Committee is responsible for monitoring ourthe Company's financial auditing, accounting and financial reporting processes and ourthe Company's system of internal controls, and selecting the independent registered public accountantaccounting firm on behalf of the Board of Directors. Our managementDirectors, and monitoring the audit results. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. OurThe independent registered public accountant, PricewaterhouseCoopersaccounting firm, KPMG LLP, is responsible for performing an independent audit of ourthe Company's consolidated financial statements and the effectiveness of our internal control over financial reporting in accordance with standards of the Public Company Accounting Oversight Board (United States) and issuing antheir opinion thereon. In this context, the Audit Committee met regularly and held discussions with management, ourthe internal audit department and PricewaterhouseCoopersKPMG LLP. Management represented to the Audit Committee that the consolidated financial statements for the fiscal year 20122015 were prepared in accordance with U.S. generally accepted accounting principles.principles and internal control over financial reporting was effective as of January 2, 2016.
The Audit Committee hereby reports as follows:
Based on the review and discussions referred to above, the Audit Committee has recommended to the Board of Directors that the audited consolidated financial statements of the Company be included in the Company's Annual Report on Form 10-K for the year ended December 29, 2012,January 2, 2016, for filing with the Securities and Exchange Commission.
Respectfully submitted by the members of the Audit Committee:
| Jerry G. McClain (Chair) Gilbert A. Fuller Ronald S. Poelman |
EMPLOYMENT CONTRACTS AND OTHER ARRANGEMENTS
The Company has no employment agreements with any of its executive officers.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires USANA'sour officers, directors, and persons who beneficially own more than 10% of USANA'sour common stock to file reports of ownership and changes in ownership with the SEC and with the NYSE. Officers, directors, and greater-than-ten-percent shareholders are also required by the SEC to furnish us with copies of all Section 16(a) forms that they file.
Based solely upon a review of these forms that were furnished to the Company, and based on representations made by certain persons who were subject to this obligation that such filings were not required to be made, the Company believes that all reports that are required to be filed by these individuals and persons under Section 16(a) were filed on time in fiscal year 2012,2015, except that one transactiontwo filings for each of Mr. David Wentz and Mr. Daniel Macuga was reported late on Form 4, and four transactions for Dr. Myron WentzGull Global, Ltd. were reported late on Form 4.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Policies and Procedures Regarding Related Party Transactions
In the ordinary course of business, USANAwe may engage in transactions which have the potential to create actual or perceived conflicts of interest between USANA and itsour directors and officers or their immediate family members. The Audit Committee charter requires that the Audit Committee review and approve any related party transaction or, in the alternative, that it notify and request action on the related party transaction by the full boardBoard of directors.Directors. While USANA haswe have not adopted formal written procedures for reviewing such transactions, in deciding whether to approve a related party transaction, the Audit Committee may consider, among other things, the following factors:
After considering these and other relevant factors, the Audit Committee either (1) approves or disapproves the related party transaction, or (2) requests that the full Board of Directors consider the matter. The Audit Committee will not approve any related party transaction which is not on terms that it believes are both fair and reasonable to USANA.
Related Party Transaction
The Company's Founder and Chairman of the Board, Myron W. Wentz, PhD, is the sole beneficial owner of Gull Holdings,Global, Ltd., which is the largest shareholder of the Company. Gull Holdings,Global, Ltd.
owned 48.1% of the Company'sour issued and outstanding shares as of January 1, 2013.2, 2016. Dr. Wentz devotes much of his personal time, expertise, and resources to a number of business and professional activities outside of USANA. The most significant of these is the Sanoviv Medical Institute, which is a unique, fully integrated health and wellness center located near Rosarito, Mexico that Dr. Wentz founded 1998. Dr. Wentz's private entity, Sanoviv S.A. DE C.V. ("Sanoviv"), contracts with Medicis, S.C. ("Medicis"), an entity that is owned and operated independently of Dr. Wentz, to conduct the operations of the Sanoviv Medical Institute. Sanoviv leases the medical building to Medicis and Medicis carries out all of the operations of the medical institute, which include employing all of the medical and healthcare professionals who provide services at the medical institute. The Medicis medical and healthcare professionals possess expertise in the fields of human health, digestive health, nutritional medicine, lifestyle medicine and other medical fields that are important to USANA.
In 2012,2015, Medicis performed a variety of contract research services on behalf of USANA, which included: (i) research and development of novel product formulations for future development and production by USANA; and (ii) research and development of improvements in existing USANA product formulations. In addition to providing contract research services, Medicis provided physicians and other medical staff to speak at USANA Associate events during 2012. Finally,Also, in 2012,2015, Medicis performed heathhealth assessments and physical examinations for the Company's Executives.certain of our executives. In exchange for these services, USANA paid Medicis approximately $326,000$383,000 during 2012.2015. The Company's agreements with Medicis were approved by the Audit Committee in advance of the Company's entry into the agreements. USANA'sOur collaboration with Medicis is terminable at will by USANAus at anytime, without any continuing commitment by USANA.
Shareholder Proposals. As of the date of this Proxy Statement, the Board of Directors does not intend to present, and has not been informed that any other person intends to present, any matter for action at the Annual Meeting, other than as set forth herein and in the Notice of Annual Meeting. If any other matter properly comes before the meeting, it is intended that the holders of proxies will act in accordance with their best judgment on these matters. Shareholders who intend to present proposals at the 20142017 Annual Meeting under SEC Rule 14a-8 must ensure that such proposals are received by the Secretary of the Company not later than November 25, 2012.26, 2016. Such proposals must meet the requirements of the SEC to be eligible for inclusion in the Company's 2013our 2017 proxy materials.
Solicitation of Proxies. The accompanying proxy is solicited on behalf of the Board of Directors. In addition to the solicitation of proxies by mail, certain of the officers and employees of the Company, without extra compensation, may solicit proxies personally or by telephone and, if deemed necessary, third party solicitation agents may be engaged by the Company to solicit proxies by means of telephone, facsimile or telegram, although no such third party has been engaged by the Company, as of the date hereof.
"Householding" of Proxy Materials. The SEC permits companies and intermediaries (e.g. brokers) to satisfy the delivery requirements for proxy statements (and related documents) with respect to two or more shareholders sharing the same address by delivering a single proxy statement (and related documents) addressed to those shareholders. This process, which is commonly referred to as "householding," potentially means extra convenience for shareholders and cost savings to companies.
A number of brokers with account holders who are shareholders will be "householding" our proxy materials. As indicated in the notice previously provided by these brokers to shareholders, a single proxy statement (and related documents) will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from an affected shareholder or shareholders. Once you have received notice from your broker or USANA that they will be "householding" communications to
your address, "householding" will continue until you are notified otherwise or until USANA or USANA's transfer agent receives contrary instructions from an affected shareholder or shareholders.
Shareholders who currently receive multiple copies of this Proxy Statement (and related documents) at their address and would like to request "householding" of their communications should contact their broker or, if a shareholder is a registered holder of shares of common stock, he or she should submit a written request to American Stock Transfer & Trust Company, our transfer agent, at 6201 Fifteenth Ave, 3rd Floor, Brooklyn, New York 11219. Shareholders who are now "householding" their communications, but who wish to receive separate Proxy Statements (and related documents) in the future may also notify American Stock Transfer & Trust Company. We will promptly deliver, upon written or oral request, a separate copy of the Proxy Statement (and related documents) at a shared address to which a single copy was delivered.
We will mail aA copy of the Company'sour Annual Report on Form 10-K for the fiscal year ended December 29, 2012,January 2, 2016, as filed with the SEC, will be made available on our website and, to each shareholder of record at March 1, 2013.2016 who requests such materials, mailed concurrently with, this Proxy Statement. The reportAnnual Report on Form 10-K is not deemed a part of the proxy soliciting material for the Annual Meeting.
Notwithstanding any general language that may be to the contrary in any document filed with the SEC, the information in this Proxy Statement under the captions "Audit Committee Report" and "Compensation Committee Report" shall not be incorporated by reference into any document filed with the SEC.
Additional copies of the Company's Annual Report on Form 10-K for the year ended December 29, 2012January 2, 2016 (including financial statements and financial statement schedules) that has been filed with the SEC may be obtained without charge by writing to USANA Health Sciences, Inc., Attention: Investor Relations, 3838 West Parkway Blvd., Salt Lake City, Utah 84120-6336. TheOur reports and other public filings, of USANA, including this Proxy Statement, also may be obtained from the SEC's on-line database, located at www.sec.gov.www.sec.gov.
By Order of the Board of Directors, | ||
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| James H. Bramble,Corporate Secretary |
Date: March 22, 201323, 2016
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VOTE BY INTERNET - www.proxyvote.com 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. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. USANA HEALTH SCIENCES, INC. ATTN: Joshua Foukas 3838 W. PARKWAY BLVD. Salt Lake City, UT 84120 Electronic Delivery of Future PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 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. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. For Withhold For All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the AllAll The Board of Directors recommends you vote FOR the following: nominee(s) on the line below. 0 0 0 1. Election of Directors Nominees 01 Myron W. Wentz, Ph.D. 06 Frederic Winssinger 02 Gilbert A. Fuller 07 Feng Peng 03 Robert Anciaux 04 David A. Wentz 05 D. Richard Williams The Board of Directors recommends you vote FOR the following proposal: 2To ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year 2016. NOTE: To consider and act upon such other business as may properly come before the meeting or at any postponement or adjournment thereof. ForAgainst Abstain 0 0 0 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. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 0000278270_1 R1.0.1.25
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report, Notice & Proxy Statement is/ are available at www.proxyvote.com USANA HEALTH SCIENCES, INC. Annual Meeting of Shareholders May 2, 2016 9:30 AM This proxy is solicited by the Board of Directors The shareholder executing and delivering this Proxy hereby appoints David A. Wentz and Paul A. Jones and each of them as Proxies, with full power of substitution, and hereby authorizes them to represent and vote, as designated below, all shares of common stock of the Company held of record by the undersigned as of March 1, 2016, at the Annual Meeting of Shareholders of USANA Health Sciences, Inc., to be held at the Corporate headquarters, 3838 West Parkway Blvd., Salt Lake City, Utah 84120, on Wednesday, May 2, 2016, at 9:30 a.m., Mountain Daylight Time, or at any adjournment thereof. This Proxy is given in accordance with the instructions indicated and carries discretionary authority related to any and all other matters that may come before the meeting and any adjournments thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. PLEASE SIGN EXACTLY AS THE SHARES ARE ISSUED. WHEN CO-TENANTS HOLD SHARES, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, AS EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON. PLEASE DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. Continued and to be signed on reverse side 0000278270_2 R1.0.1.25 |
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