Mannatech (NASDAQ: MTEX) holders back directors, auditor and pay

Rhea-AI Filing Summary

Mannatech, Incorporated reported that shareholders approved all proposals at the 2026 annual shareholders’ meeting held on June 2, 2026. Proxies representing 1,369,880 shares, or 71.0% of the 1,929,670 shares outstanding as of the April 6, 2026 record date, were voted.

Shareholders elected Class III directors John A. Seifrick and Robert Toth, with 879,504 and 937,930 votes for, respectively, and broker non-votes of 277,128 for each. They also ratified BDO USA, P.C. as independent auditor for 2026 and approved, on an advisory basis, executive compensation.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares outstanding at record date: 1,929,670 shares Shares represented at meeting: 1,369,880 shares (71.0%) Votes for John A. Seifrick: 879,504 shares for +3 more

6 metrics

Shares outstanding at record date 1,929,670 shares Common stock outstanding as of April 6, 2026 record date

Shares represented at meeting 1,369,880 shares (71.0%) Shares present in person or by proxy at June 2, 2026 meeting

Votes for John A. Seifrick 879,504 shares for Class III director election, with 213,248 withheld and 277,128 broker non-votes

Votes for Robert Toth 937,930 shares for Class III director election, with 154,822 withheld and 277,128 broker non-votes

Auditor ratification support 1,205,072 shares for Ratification of BDO USA, P.C. for fiscal year ending December 31, 2026

Say-on-pay support 947,313 shares for Advisory approval of executive compensation, with 143,740 against and 1,699 abstaining

Key Terms

broker non-votes, independent registered public accounting firm, executive compensation, forward-looking statements, +1 more

5 terms

broker non-votes financial

"Name | Number of Shares For | Number of Shares Withheld | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

executive compensation financial

"Shareholders approved, on an advisory basis, executive compensation."

Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.

forward-looking statements regulatory

"This release contains “forward-looking statements” within the meaning of Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

record date financial

"At the close of business on April 6, 2026, the record date for determining shareholders entitled"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

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Understanding 8-K Material Events →

false 0001056358 0001056358 2026-06-03 2026-06-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 3, 2026

MANNATECH, INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

Texas	000-24657	75-2508900
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1410 Lakeside Parkway, Suite 200

Flower Mound, Texas 75028

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: (972) 471-7400

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

☐ 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))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share		MTEX	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

☐ Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

Mannatech, Incorporated (the “Company”) held its 2026 Annual Shareholders’ Meeting (the "Meeting") on June 2, 2026. The Company’s shareholders considered three proposals, each of which were described in the Proxy Statement. A total of 1,369,880 shares were represented in person or by proxy at the Meeting, or approximately 71.0% of the total shares outstanding. The final results of votes with respect to the proposals submitted for shareholder vote at the Meeting are set forth below.

Proposal 1 - Election of Directors

Shareholders elected John A. Seifrick and Robert Toth as Class III directors.

Name	Number of Shares For	Number of Shares Withheld	Broker Non-Votes
John A. Seifrick	879,504	213,248	277,128
Robert Toth	937,930	154,822	277,128

Proposal 2 - Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm

Shareholders ratified the appointment of BDO USA, P.C. as the Company’s independent public accounting firm for the fiscal year ending December 31, 2026.

Number of Shares For	Number of Shares Against	Number of Shares Abstaining	Broker Non-Votes
1,205,072	164,415	393	0

Proposal 3 - Approval, on an advisory basis, of Executive Compensation (“Say-on-Pay”)

Shareholders approved, on an advisory basis, executive compensation.

Number of Shares For	Number of Shares Against	Number of Shares Abstaining	Broker Non-Votes
947,313	143,740	1,699	277,128

Item 9.01 Financial Statements and Exhibits         

Exhibit Number	Description
99.1*	Press Release, dated June 3, 2026, titled "Mannatech Announces Results of Annual Shareholders' Meeting".
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Furnished herewith.

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.

Date: June 3, 2026

MANNATECH, INCORPORATED
By:	/s/ Landen Fredrick
	Landen Fredrick
	Chief Executive Officer

Exhibit 99.1

Mannatech Announces Results of Annual Shareholders’ Meeting

FLOWER MOUND, Texas – June 3, 2026 - Mannatech, Incorporated (Nasdaq: MTEX) (the "Company"), a global health and wellness company committed to transforming lives to make a better world, announced that its shareholders passed all proposals put to a vote at the Company’s annual shareholder meeting (the "Meeting") held Tuesday, June 2, 2026.

Mannatech’s Chairman of the Board, J. Stanley Fredrick, chaired the Meeting and Yasir Haider, Interim Chief Financial Officer, reported to the shareholders on the Company’s 2025 financial results.

At the close of business on April 6, 2026, the record date for determining shareholders entitled to vote at the Meeting, there were 1,929,670 shares of the Company’s common stock, par value $0.0001 per share, outstanding (the “Shares”). Proxies representing 1,369,880 Shares were received, validated, and voted at the Meeting, constituting 71.0% of the Shares entitle to vote.

The following matters were submitted and voted upon at the Meeting.

1. Mannatech shareholders voted on the election of two individuals to the Board of Directors as Class III Directors to hold office until 2029 as set forth below:

Name	Number of Shares For	Number of Shares Withheld	Broker Non-Votes
John A. Seifrick	879,504	213,248	277,128
Robert Toth	937,930	154,822	277,128

2. Mannatech shareholders voted to ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ended December 31, 2026, as set forth below:

Number of Shares For	Number of Shares Against	Number of Shares Abstaining	Broker Non-Votes
1,205,072	164,415	393	0

3. Mannatech shareholders approved, on an advisory basis, the compensation of Mannatech’s named executive officers as set forth below:

Number of Shares For	Number of Shares Against	Number of Shares Abstaining	Broker Non-Votes
947,313	143,740	1,699	277,128

About Mannatech

Mannatech, Incorporated, is committed to transforming lives through the development, marketing, and sales of high-quality, proprietary nutritional supplements, topical and skin care and anti-aging products, and weight-management products distributed through its global network of independent associates and members. The company has been operating for more than 25 years of experience with operations in 25 markets^. For more information, visit Mannatech.com.

^Mannatech operates in China under a cross-border e-commerce platform that is separate from its network marketing model.

Please Note: This release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by use of phrases or terminology such as “may,” “will,” “should,” "hope," “could,” “would,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “approximates,” “predicts,” “projects,” “potential,” and “continues” or other similar words or the negative of such terminology. Similarly, descriptions of Mannatech’s objectives, strategies, plans, goals or targets contained herein are also considered forward-looking statements. Mannatech believes this release should be read in conjunction with all of its filings with the United States Securities and Exchange Commission and cautions its readers that these forward-looking statements are subject to certain events, risks, uncertainties, and other factors. Some of these factors include, among others, Mannatech’s inability to attract and retain associates and members, increases in competition, litigation, regulatory changes, and its planned growth into new international markets. Although Mannatech believes that the expectations, statements, and assumptions reflected in these forward-looking statements are reasonable, it cautions readers to always consider all of the risk factors and any other cautionary statements carefully in evaluating each forward-looking statement in this release, as well as those set forth in its latest Annual Report on Form 10-K, and other filings filed with the United States Securities and Exchange Commission, including its current reports on Form 8-K. All of the forward-looking statements contained herein speak only as of the date of this release.

Investor Relations Contact Information:

Erin K. Barta

General Counsel and Corporate Secretary

972-471-7742

ir@mannatech.com

www.mannatech.com

FAQ

What did Mannatech (MTEX) shareholders approve at the 2026 annual meeting?

Mannatech shareholders approved all three proposals at the 2026 annual meeting: election of two Class III directors, ratification of BDO USA, P.C. as independent auditor for 2026, and advisory approval of executive compensation (say-on-pay). All items received majority support.

How many Mannatech (MTEX) shares were eligible and voted at the 2026 meeting?

At the April 6, 2026 record date, 1,929,670 Mannatech common shares were outstanding. Proxies for 1,369,880 shares were received and voted at the June 2, 2026 meeting, representing 71.0% of the shares entitled to vote, indicating solid shareholder participation.

What were the vote totals for Mannatech director elections in 2026?

John A. Seifrick received 879,504 shares voted for and 213,248 withheld, with 277,128 broker non-votes. Robert Toth received 937,930 for and 154,822 withheld, also with 277,128 broker non-votes. Both were elected as Class III directors to serve until 2029.

Did Mannatech (MTEX) shareholders ratify the independent auditor for 2026?

Yes. Shareholders ratified BDO USA, P.C. as Mannatech’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 1,205,072 shares for, 164,415 against, 393 abstaining, and no broker non-votes recorded on this proposal.

How did Mannatech shareholders vote on executive compensation (say-on-pay) in 2026?

Mannatech shareholders approved executive compensation on an advisory basis, with 947,313 shares for, 143,740 against, and 1,699 abstaining, plus 277,128 broker non-votes. This outcome indicates shareholder support for the company’s named executive officer compensation program as presented.

What was the quorum level at Mannatech’s 2026 annual shareholders’ meeting?

Quorum was achieved with 1,369,880 shares represented in person or by proxy at the meeting. This represented 71.0% of the 1,929,670 shares of common stock outstanding as of the April 6, 2026 record date, allowing all proposals to be validly considered.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 23.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB