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Nu Skin (NUS) investors approve incentive plan, pay and full board slate

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Nu Skin Enterprises, Inc. reported results from its 2026 Annual Meeting of Stockholders. Stockholders approved and adopted the Amended and Restated 2024 Omnibus Incentive Plan, which had previously been approved by the board and its Compensation and Human Capital Committee, subject to stockholder approval.

All nine director nominees, including Emma S. Battle and Ryan S. Napierski, were elected with over 33.5 million votes each in favor and 5,430,258 broker non-votes recorded for each seat. Stockholders gave advisory approval of the Company’s executive compensation with 33,111,458 votes for, 1,255,101 against, and 37,082 abstentions.

Approval of the Amended and Restated 2024 Omnibus Incentive Plan received 24,185,333 votes for, 10,177,825 against, and 40,483 abstentions. Stockholders also ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm, with 38,798,633 votes for, 970,082 against, and 65,184 abstentions.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Executive compensation advisory vote - For 33,111,458 votes Advisory approval of executive compensation at 2026 Annual Meeting
Omnibus Incentive Plan - For 24,185,333 votes Approval of Amended and Restated 2024 Omnibus Incentive Plan
Omnibus Incentive Plan - Against 10,177,825 votes Opposition to Amended and Restated 2024 Omnibus Incentive Plan
Auditor ratification - For 38,798,633 votes Ratification of PricewaterhouseCoopers LLP
Director votes - Ryan S. Napierski 34,083,028 votes for Election of director at 2026 Annual Meeting
Broker non-votes per director 5,430,258 broker non-votes Director election items
Amended and Restated 2024 Omnibus Incentive Plan financial
"the Company’s stockholders approved and adopted the Company’s Amended and Restated 2024 Omnibus Incentive Plan"
broker non-votes financial
"Emma S. Battle | 33,948,833 | 403,121 | 51,687 | 5,430,258 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.
Advisory Approval of the Company’s Executive Compensation financial
"Advisory Approval of the Company’s Executive Compensation | 33,111,458 | 1,255,101 | 37,082 | 5,430,258"
independent registered public accounting firm financial
"Ratification of PricewaterhouseCoopers LLP | 38,798,633 | 970,082 | 65,184 | 0"
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.
Understanding 8-K Material Events →
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

 
May 28, 2026
  
 
Date of Report (Date of earliest event reported)
  
     
 
NU SKIN ENTERPRISES, INC.
  
 
(Exact name of registrant as specified in its charter)
  

Delaware
  
001-12421
  
87-0565309
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(IRS Employer Identification Number)

 
75 West Center Street
Provo, Utah 84601
  
 
(Address of principal executive offices and zip code)
  
     
 
(801) 345-1000
  
 
(Registrant’s telephone number, including area code)
  
     
 
N/A
  
 
(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:
 
☐
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
Class A Common Stock, $.001 par value
NUS
New York Stock Exchange

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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On May 28, 2026, at the Nu Skin Enterprises, Inc. (the “Company”) 2026 Annual Meeting of Stockholders (the “Annual Meeting”), the Company’s stockholders approved and adopted the Company’s Amended and Restated 2024 Omnibus Incentive Plan (the “Amended and Restated Plan” or the “Plan”), which previously had been approved by the Company’s Board of Directors and its Compensation and Human Capital Committee subject to stockholder approval.

The Amended and Restated Plan amends the prior version of the Plan primarily as follows:


 1.
Share Reserve. The Plan increases the share authorization by 2,850,000 shares.


2.
Termination Date. The termination date is extended to the tenth anniversary of the effective date of the Amended and Restated Plan, which is May 28, 2036.

The above description of the Amended and Restated Plan is qualified in its entirety by reference to the full text of the Amended and Restated Plan, which is included as Exhibit 10.1 to this report. A more detailed summary of the Amended and Restated Plan can be found in the Company’s proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April 3, 2026.

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

The Company’s stockholders approved the following proposals at the Annual Meeting on May 28, 2026:


 •
Election of nine directors to serve until their successors are duly elected and qualified at the next annual meeting of stockholders or until their earlier death, resignation or removal;


•
Advisory approval of the Company’s executive compensation;


•
Approval of the Company’s Amended and Restated 2024 Omnibus Incentive Plan; and


•
Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.

The voting results were as follows:
 
For
Against
Abstain
Broker
Non-Votes
Election of Directors
        
Emma S. Battle
33,948,833
403,121
51,687
5,430,258
Daniel W. Campbell
33,978,430
298,746
126,465
5,430,258
Steven J. Lund
33,854,219
520,147
29,275
5,430,258
Ryan S. Napierski
34,083,028
289,928
30,685
5,430,258
Laura Nathanson
33,593,418
767,205
43,018
5,430,258
Thomas R. Pisano
34,078,549
279,972
45,120
5,430,258
James M. Winett
34,027,452
330,366
45,823
5,430,258
Edwina D. Woodbury
33,953,493
399,800
50,348
5,430,258
Mark A. Zorko
34,036,158
322,233
45,250
5,430,258
 
        
Advisory Approval of the Company’s Executive Compensation
33,111,458
1,255,101
37,082
5,430,258
 
        
Approval of the Amended and Restated 2024 Omnibus Incentive Plan
24,185,333
10,177,825
40,483
5,430,258
 
        
Ratification of PricewaterhouseCoopers LLP
38,798,633
970,082
65,184
0

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.

10.1
Nu Skin Enterprises, Inc. Amended and Restated 2024 Omnibus Incentive Plan.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE
 
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.
 
 
NU SKIN ENTERPRISES, INC.
 
(Registrant)
   
 
/s/ Chelsea K. Lantz
  
 
Chelsea K. Lantz
 
Chief Financial Officer
   
Date: May 29, 2026
  


Source: View Original Filing on SEC EDGAR

FAQ

What did Nu Skin Enterprises (NUS) stockholders approve at the 2026 Annual Meeting?

Stockholders approved the Amended and Restated 2024 Omnibus Incentive Plan and ratified PricewaterhouseCoopers LLP as auditor. They also gave advisory approval to executive compensation and elected all nine director nominees, confirming the existing governance structure and compensation framework described in the company’s proxy materials.

How did Nu Skin Enterprises (NUS) stockholders vote on executive compensation?

Stockholders gave advisory approval to Nu Skin’s executive compensation with 33,111,458 votes for, 1,255,101 against, and 37,082 abstentions. This non-binding vote supports the company’s pay practices as described in the proxy statement for the 2026 Annual Meeting of Stockholders filed on April 3, 2026.

What were the voting results for Nu Skin’s Amended and Restated 2024 Omnibus Incentive Plan?

The Amended and Restated 2024 Omnibus Incentive Plan received 24,185,333 votes for, 10,177,825 against, and 40,483 abstentions. This approval follows prior authorization by the Board and its Compensation and Human Capital Committee, with implementation conditioned on stockholder approval at the 2026 Annual Meeting.

Which auditor did Nu Skin Enterprises (NUS) stockholders ratify for 2026?

Stockholders ratified PricewaterhouseCoopers LLP as Nu Skin Enterprises’ independent registered public accounting firm, with 38,798,633 votes for, 970,082 against, and 65,184 abstentions. This ratification confirms the company’s continued engagement of PricewaterhouseCoopers LLP for audit services for the relevant fiscal period.

Were Nu Skin Enterprises (NUS) director nominees elected at the 2026 Annual Meeting?

All nine director nominees, including Emma S. Battle and Ryan S. Napierski, were elected. Each received over 33.5 million votes for, with relatively small numbers of votes against or abstentions and 5,430,258 broker non-votes reported for each director position on the meeting ballot.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents