Record date and voting securities.    Only shareholders of record at the close of business on March 1, 2022,February 28, 2023, or the Record Date, or duly authorized proxy holders of such shareholders of record, are entitled to notice of, and to vote at, the Meeting. The Company has one series of common shares, or Common Shares, outstanding. Each owner of record on the Record Date is entitled to one vote for each Common Share held by such shareholder. On March 1, 2022,February 28, 2023, there were 109,866,33898,733,602 Common Shares issued and outstanding.

Voting.    Each shareholder is entitled to one vote for each Common Share held on the Record Date on all matters submitted for consideration at the Meeting. A quorum, representing the holders of not less than a majority of the issued and outstanding Common Shares entitled to vote at the Meeting, must be present in person or by proxy at the Meeting for the transaction of business. Common Shares that reflect abstentions are treated as Common

Revocability of proxies.    Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by either: (a) delivering to the Corporate Secretary of the Company a written notice of revocation or a duly executed proxy bearing a later date; (b) granting a subsequent proxy through the Internet or telephone; or (c) attending the Meeting and voting in person. However, please note that if you would like to vote at the Meeting and you are not the shareholder of record, you must request, complete and deliver a proxy from your broker or other nominee.

Proxy solicitation.    The Company bears the expense of printing and mailing proxy materials. Proxies may be solicited by certain of our directors, officers and employees, without additional compensation, in person, by telephone, facsimile or electronic mail. We will, upon request, reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of Common Shares.

Meeting attendance.    Only shareholders of record and beneficial owners as of the Record Date, their authorized proxy holders, and invited guests of the Board of Directors may attend the Meeting.

Meaning of shareholder of record.    You are a shareholder of record only if your name is recorded on the Company’s register of members. If your name is not recorded on the Company’s register of members, any shares you hold in the Company are held beneficially. In this case you may still be entitled to direct the holder of your shares as to who should be appointed as proxy in respect of those shares and/or how to vote those shares on your behalf.

Shareholders who have purchased their shares on an exchange may hold those shares through a depository, in which case they are beneficial shareholders and not shareholders of record. If you hold your shares in “street name,” you are not a shareholder of record.

If you wish to inquire as to whether or not you are a shareholder of record, please contact our Corporate

Under the listing standards of the New York Stock Exchange, or the NYSE, a majority of the members of the Board must satisfy the NYSE criteria for “independence”.“independence.” No director qualifies as independent under the NYSE listing standards unless the Board affirmatively determines that the director has 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).

The Board evaluates the independence of our directors annually and will review independence of individual directors on an interim basis as needed to consider changes in employment, relationships and other factors. Our Board has affirmatively determined that all of the directors, and director nominees, as well as each individual who served as a director at any time during 2021,2022, other than Dr. Agwunobi and Messrs. Johnson, Mendoza and Tartol, are independent in accordance with Section 303A.02 of the NYSE listing standards, or the NYSE Independence Standards. Under the NYSE Independence Standards, a director will not be considered independent in the following circumstances:

Messrs. Mendoza and Tartol are not, and, if elected, Mr. Gratziani will not be, determined independent because the income received by each of them receives income for serving as top distributors of Herbalife Nutrition products, precludesthereby precluding them from being determined independent. Neither

The Board of Directors held eighteleven meetings during fiscal year 2021.2022. The independent directors generally meet in executive session at each regularly scheduled meeting, without the presence of management and non-independent directors, to discuss various matters relating to the Board’s function and Company oversight, including the Company’s management. The independent lead director, or the Lead Director, presides over such executive sessions.

The Company’s governance framework provides the Board with the flexibility to select the appropriate leadership structure for the Company. The current leadership structure is comprised of a combined Chair of the Board and Chief Executive Officer, an independent Lead Director, Board committees led by independent directors and active engagement by all directors. The Board believes this structure best serves the interests of the Company and its shareholders. The Board believes the combined Chair and CEO role supports the Board’s effective oversight of the Company’s business and strategy, with the CEO serving as a key link between the Board and management, providing a deep understanding of the Company’s business and operations, bringing key business considerations to the Board’s attention and leading implementation of the Company’s strategic plans as reviewed and approved by the Board. The Lead Director in turn allows for strong, independent Board leadership, with authority to set the meeting agendas and to lead sessions outside the Chair’s presence. We believe this to be a critical aspect of effective corporate governance.

The Lead Director is an independent director elected for a two-year term by the independent directors. The

The Board and each committee annually conduct self-evaluations, a process that is overseen by the nominatingNominating and corporate governance committee.Corporate Governance Committee. Additionally, as part of our annual evaluation process, each director evaluates the Board and the committees on which he or she serves. The assessments provide directors and applicable committee members the opportunity

The Board of Directors oversees the Company’s enterprise-wide approach to risk management, and asmanagement. As part of executing its risk oversight responsibility, the Board delegates specific enterprise risk oversight duties to each Board committee, as set forth below.below, while maintaining direct oversight over other enterprise risks.

Audit committeeCommittee

Compensation committeeCommittee

Environmental, Social, Governance (ESG) Approach

For more than 40 years, Herbalife Nutrition joinedhas been committed to improving people’s lives. We believe that incorporating environmental stewardship, social responsibility programs, and rigorous governance practices throughout our business activities will be important in delivering on that commitment. ESG is and will be a value driver for a more sustainable future that will benefit all our employees, Members, shareholders, and global communities in which we work and live.

ESG Strategic Development

Our ESG strategy continues to evolve and is informed by periodic materiality assessments that identify priority ESG topics that are most relevant to our business and stakeholders. In 2022, the Company conducted our second materiality assessment to identify priority ESG topics, which involved conducting a robust survey of more than 6,000 internal and external stakeholders and mapping our enterprise risks. Priority ESG topics include:

Our ESG strategy is developed in collaboration with regional and functional subject matter experts. Aligning our ESG strategy with universal sustainability goals that create shared value is important. To this end, we have been a signatory member of the UN Global Compact as a signatory member insince 2020, and continuesour priority ESG topics align with the key UN sustainable development goals (specifically UNSDGs 1, 2, 3, 5, 8, 12, 13, and 17).

Additionally, in 2022, we created an infrastructure to remainstreamline collection of ESG data that will help support the development of future goals and targets. The full details of our ESG materiality assessment, ESG programs, and impact will be available in good standing.

50 Million Positive Impacts

In 2020, we began working towards our goal to achieve 50 million positive impacts across our2023 Global Responsibility focus areas by 2030,Report.

ESG Governance

ESG Committee of the 50th anniversaryBoard of Herbalife Nutrition,Directors: In fiscal year 2022, oversight of ESG activities continued to help drive our commitment to nourish people, communities, and the planet.

Nourishing Healthy Communities

As a business that has been focused on helping people improve their nutritional habits for more than 40 years, access to food and nutrition is paramount to our stakeholders. We are committed to the goal of ending hunger and supporting opportunities to improve nutrition worldwide. Among the core aims of nourishing healthy communities include working towards hunger eradication, fostering accessible nutrition, nutrition education and supporting health and wellness for communities.

Through various partnerships and programs, Herbalife Nutrition continues with its efforts to help eradicate hunger and reduce food insecurity and malnutrition for communities around the world. To support this critical ambition, Herbalife Nutrition announced a global initiative in 2019, the Nutrition for Zero Hunger (NFZH). Supportedbe managed by the CompanyESG Committee. Reflecting the strategic prioritization of ESG issues and initiatives, the Committee assists the Board in overseeing Herbalife Nutrition Foundation¹, NFZH is a program aimed at eradicating hunger by partnering with leading global, regional,Nutrition’s ESG-related strategies, initiatives, investments, risks, and local nonprofit and strategic organizations. Current partners include the World Food Program USA, Feed the Children, Asociación Mexicana de Bancos de Alimentos (BAMX), who have received grants from the Herbalife Nutrition Foundation, as well as partners like SOS Children’s Villages of Europe, Africa and India, supported by charitable contributions from Herbalife Nutrition, along with other partners who are working to achieve the end of global hunger.

Nourishing Economic Opportunity

As a core part of our support for communities, we commit to working to create sustainable changes to promote economic empowerment. This includes working with nonprofit partners to provide resources to vulnerable communities including tools, education, and mentorship. Our key focus areas are supporting development of

Circular Packaging: Introduction of recycled plastic material in packaging contributes to circular packaging and helps reduce environmental impact. We have implemented projects to reduce virgin plastic by incorporating post-consumer recycled (PCR) materials into the packaging of our flagship product, Formula 1 Health Meal Nutritional Shake, distributed in multiple markets, where permitted by regulation. We continue to seek opportunities across operations to reduce the amount of plastic used in packaging materials, which will reduce cost and waste.

Responsible Sourcing: We are committed to sourcing materials responsibly with respect for people and the environment in which our materials and services originate. We have assessed our top direct suppliers, which represents 61% of our direct spend, across four pillars for responsible sourcing: environment, labor and human rights, ethics, and sustainable procurement. We plan to expand assessment of suppliers and work with those companies that require support and guidance.

Climate and Carbon Footprint: Herbalife Nutrition is committed to doing our part to reduce GHG emissions across our value chain to limit global warming to 1.5°C. Our goal is to achieve net zero emissions by 2050 in our global factories, warehouses, and offices. Improving efficiency in our manufacturing operations and other sustainability initiatives that create value for the business and environment will play a vital role in helping us achieve this goal. The Company has been actively collecting and reporting annual GHG emissions, including Scope 1 and 2 emissions, across 10 of our largest facilities worldwide (5 Herbalife Innovation and Manufacturing facilities and 5 US-based offices and distribution centers with more than 40,000 square feet occupancy). Data collected will enable us to set short-term and mid-term science-based targets to reduce GHG emissions for our operations and across our entire value chain.

Social Responsibility

Herbalife Nutrition’s social responsibility programs progress,focus on building thriving, vibrant communities that we are a part of, whether it is our own workplace or society around us.

Diversity, Equity, and Inclusion: At Herbalife Nutrition, we are committed to diversity, equity, and inclusion at all

Cash fees with respect to Board or committee membership or service as the Lead Director or a committee chair are paid ratably assuming 12 consecutive months of service from the date the particular membership or service commences. Non-management directors also receive an annual equity grant pursuant to the Herbalife Ltd. 2014 Stock Incentive Plan, or the 2014 Plan, as it may be amended from time to time or the 2014 Plan,(or a successor equity incentive plan), in the form of restricted stock units, or RSUs, with a grant date fair value of $135,000 (rounded down to the nearest whole unit) that vest annually. The boardBoard equity grants made in May 2021,2022, or the 20212022 Board RSU Grants, are scheduled to vest on April 15, 2022.2023.

The Lead Director also receives an equity grant in the form of RSUs with a grant date fair value of $25,000 (rounded down to the nearest whole unit) per each year of his or her two-year term, which vests annuallyin full the following

year. The current Lead Director, Mr. LeFevre, who was appointed Lead Director effective July 1, 2021, received a 75% pro-rated Lead Director equity grant, totaling a grant date fair value of $18,750 (rounded down to the nearest whole unit), in August 2021. Mr. LeFevre’s lead director equity grant that was made in May 2022 is scheduled to vest on April 15, 2022.2023.

The Company has adopted share ownership guidelines applicable to each named executive officer and non-management director to encourage each person to acquire a meaningful ownership stake in the Company over time by retaining financial interest in our common shares. Our CEO is encouraged to acquire and hold Common Shares and unvested restricted stock units with an aggregate value equal to five times his base salary within five years of his CEO appointment.salary. Our other named executive officers are encouraged to acquire and hold Common Shares and unvested restricted stock units with an aggregate value equal to two times their respective base salaries within five years following their respective designation as a named executive officer.

Shareholders and other parties interested in communicating directly with the Board of Directors, non-management or independent directors as a group or individual directors, including the Chair or Lead Director in such capacity, may do so by writing to our Corporate Secretary at c/o Herbalife International of America, Inc., 800 W. Olympic Blvd., Suite 406, Los Angeles, California 90015, or by email to corpsec@herbalife.com, indicating to whose attention the communication should be directed. The Office of the Corporate Secretary of the Company reviews and logs all such correspondence and forwards to members of the Board of Directors a summary and/or

Herbalife Nutrition is in the business of providing health and wellness products to consumers in 95 countries and territoriesmarkets through our direct-selling business model. As part of our onboarding process that spans over a two-month period consisting of eleven “onboarding sessions,” we introduce new directors to our company with an overview of our business through a review of background and reference materials, and meetings with senior management and their direct reports, and,reports. Additionally, where feasible, tours ofnew directors tour manufacturing facilities, nutrition clubs, and nutrition clubs.distributor events. Our comprehensive orientation sessions are designed to provide new directors a thorough understanding of their fiduciary duties and familiarize them with the Company’s business and strategic plans, significant financial matters, risk management approach, compliance and ethics programs, corporate governance practices, and other key policies

Our Board of Directors has an audit committee, nominatingAudit Committee, Nominating and corporate governance committee, compensation committee,Corporate Governance Committee, Compensation Committee, and ESG committee.Committee. Our Board of Directors has adopted a written charter for each of these committees, and the charters for current

During the fiscal year ended December 31, 2021, Dr. Carmona and2022, Messrs. Gary, Graziano, Jones and Mulligan and Mmes. Otero and Paláu-HernándezDel Genes served on the compensation committeeCompensation Committee of the Board. During the fiscal year ended December 31, 2021,2022, there were no relationships or transactions between the Company and any member of the compensation committeeCompensation Committee requiring disclosure hereunder.