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[8-K] USANA HEALTH SCIENCES INC Reports Material Event

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

USANA Health Sciences reported the results of its Annual Meeting of Shareholders held on May 20, 2026. Shareholders representing 16,468,210 shares, about 89% of outstanding common stock, were present in person or by proxy, indicating strong participation.

All eight director nominees were elected, each receiving over 13.6 million votes in favor, with more than 2.1 million broker non-votes recorded for each seat. Shareholders also ratified the selection of KPMG LLP as independent registered public accounting firm for fiscal 2026, with 16,286,742 votes for.

On an advisory basis, shareholders approved the company’s executive compensation, with 13,811,489 votes for, 509,777 against, and 13,996 abstentions, along with 2,132,948 broker non-votes, signaling broad support for current pay practices.

Positive

  • None.

Negative

  • None.
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.
Shares represented 16,468,210 shares At Annual Meeting; approximately 89% of issued and outstanding common stock
Auditor ratification votes for 16,286,742 shares Votes for ratifying KPMG LLP as auditor for fiscal year 2026
Auditor ratification votes against 151,736 shares Votes against ratifying KPMG LLP for fiscal year 2026
Executive compensation votes for 13,811,489 shares Advisory approval of executive compensation at the Annual Meeting
Executive compensation votes against 509,777 shares Advisory vote opposing executive compensation
Broker non-votes on director elections 2,132,948 shares Broker non-votes recorded for each director nominee
Broker Non-Votes financial
"Number of Shares Abstaining | Broker Non-Votes 16,286,742 | 151,736 | 29,732 | -"
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 Board’s selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2026"
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.
advisory basis financial
"shareholders voted to approve, on an advisory basis, executive compensation as set forth below"
Annual Meeting of Shareholders financial
"The Company held its Annual Meeting of Shareholders on May 20, 2026."
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
Understanding 8-K Material Events →
FALSE000089626400008962642026-05-202026-05-20

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):
May 20, 2026
USANA HEALTH SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Utah
(State or other jurisdiction of incorporation)
001-3502487-0500306
(Commission File No.)(IRS Employer
Identification No.)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value per shareUSNANew 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 o
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. o
Item 5.07     Submission of Matters to a Vote of Security Holders.        

The Company held its Annual Meeting of Shareholders on May 20, 2026. A total of 16,468,210 shares (approximately 89%) 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 eight individuals to the Board of Directors for the succeeding year as set forth below:

NameNumber of Shares ForNumber of Shares WithheldNumber of Shares AbstainingBroker Non-Votes
Kevin G. Guest 14,134,096201,166-2,132,948
Xia Ding 14,098,411236,851-2,132,948
John T. Fleming 14,098,006237,256-2,132,948
Gilbert A. Fuller 13,687,065648,197-2,132,948
J. Scott Nixon, CPA14,095,270239,9922,132,948
Peggie J. Pelosi 14,023,243312,019-2,132,948
Frederic Winssinger 14,093,666241,596-2,132,948
Timothy E. Wood, Ph.D. 14,097,463237,799-2,132,948


2.USANA shareholders voted to ratify the Board’s selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2026 as set forth below:

Number of Shares ForNumber of Shares AgainstNumber of Shares AbstainingBroker Non-Votes
16,286,742151,73629,732-


3.USANA shareholders voted to approve, on an advisory basis, executive compensation as set forth below:

Number of Shares ForNumber of Shares AgainstNumber of Shares AbstainingBroker Non-Votes
13,811,489509,77713,9962,132,948


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 20, 2026

Source: View Original Filing on SEC EDGAR

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