UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
May 3, 2017
USANA HEALTH SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Utah
(State or other jurisdiction of incorporation)
| | 001-35024 | 87-0500306 | |
| | (Commission File No.) | (IRS Employer Identification | |
| | | Number) | |
3838 West Parkway Boulevard
Salt Lake City, Utah 84120
(Address of principal executive offices, Zip Code)
Registrant's telephone number, including area code: (801) 954-7100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders on May 3, 2017. A total of 22,055,822 shares (approximately 90.0%) of the issued and outstanding shares of USANA common stock were represented by proxy or in person at the meeting. The following matters were submitted and voted upon at the Annual Meeting:
| 1. | USANA shareholders voted to elect seven individuals to the Board of Directors for the succeeding year as set forth below: |
| Name | | Number of Shares For | | Number of Shares Withheld | | Number of Shares Abstaining | | Broker Non-Votes |
| | | | | | | | | |
| Myron W. Wentz, PhD | | 20,087,529 | | 174,854 | | - | | 1,793,439 |
| Robert Anciaux | | 20,092,117 | | 170,266 | | - | | 1,793,439 |
| Gilbert A. Fuller | | 19,862,466 | | 399,917 | | - | | 1,793,439 |
| Kevin G. Guest | | 20,168,234 | | 94,149 | | - | | 1,793,439 |
| Feng Peng | | 20,074,916 | | 187,467 | | - | | 1,793,439 |
| D. Richards Williams | | 20,138,363 | | 124,020 | | - | | 1,793,439 |
| Frederic Winssinger | | 20,074,942 | | 187,441 | | - | | 1,793,439 |
| 2. | USANA shareholders voted to ratify the Board’s selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2017 as set forth below: |
Number of Shares For | | Number of Shares Withheld | | Number of Shares Abstaining | | Broker Non-Votes |
| | | | | | | |
| 22,032,486 | | 6,615 | | 16,721 | | - |
| 3. | USANA shareholders voted to approve, on an advisory basis, executive compensation as set forth below: |
Number of Shares For | | Number of Shares Withheld | | Number of Shares Abstaining | | Broker Non-Votes |
| | | | | | | |
| 20,206,626 | | 44,465 | | 11,292 | | 1,793,439 |
| 4. | USANA shareholders voted to approve 1 year as the frequency of a non-binding vote on executive compensation as set forth below: |
| 1 Year | | 2 Years | | 3 Years | | Number of Shares Abstaining |
| | | | | | | |
| 19,131,666 | | 5,837 | | 1,115,048 | | 9,832 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| USANA HEALTH SCIENCES, INC. |
| |
| |
| By: /s/ G. Douglas Hekking |
| |
| G. Douglas Hekking, Chief Financial Officer |
Date: May 8, 2017
