[8-K] USANA Health Sciences Inc Reports Material Event

Rhea-AI Filing Summary

On 22 July 2025 Spok Holdings (NASDAQ:SPOK) filed an Item 5.07 Form 8-K reporting the voting results of its 2025 Annual Meeting. Of 20.58 million shares entitled to vote, 16.16 million (≈78.5%) were represented by proxy.

• Director elections: All six nominees—Bobbie Byrne, Christine Cournoyer, Randy Hyun, Vincent Kelly, Brett Shockley and Todd Stein—were re-elected with 96.6-98.0% of votes cast.
• Auditor ratification: Grant Thornton LLP was confirmed as independent registered public accounting firm for FY-2025 with 97.7% support (15,718,526 for vs. 380,180 against).
• Say-on-Pay: The advisory resolution on named executive officer compensation passed with 95.3% support (12,111,357 for vs. 476,088 against).

No other business was conducted, and there were no broker non-votes on the auditor item. These routine governance outcomes do not alter the company’s operational or financial outlook.

Insights

Corporate Governance Analyst

TL;DR: Routine AGM items passed; strong support signals shareholder confidence but no material impact.

All directors secured re-election with near-unanimous backing, indicating continued confidence in current oversight. The 97.7% approval for Grant Thornton reduces audit-related uncertainty, while the 95.3% Say-on-Pay result suggests investors are generally satisfied with incentive alignment. Turnout of ~79% is typical for small-cap issuers. Because no board composition, capital structure, or strategic resolutions changed, the filing is governance-neutral and unlikely to affect valuation or liquidity. Overall impact: neutral.

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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):

July 22, 2025

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 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 class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.001 par value per share			USNA			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 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 2.02    Results of Operations and Financial Condition.

On July 22, 2025, USANA Health Sciences, Inc. (the “Company” or “USANA”) issued a press release announcing its financial results for the second quarter ended June 28, 2025. The release also announced that the Company will post a document titled “Management Commentary” on the Company’s website and that executives of the Company will hold a conference call with investors, to be broadcast over the World Wide Web and by telephone and provided access information, date and time for the conference call. The Company noted that the call will consist of brief remarks by the Company’s management team, before moving directly into questions and answers. A copy of the press release, and the Management Commentary, are furnished herewith as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated herein by reference. These documents will be posted on the Company’s corporate website, www.usana.com.

The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report, including the exhibits, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended. The furnishing of the information in this Current Report is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this Current Report contains is material investor information that is not otherwise publicly available.

Item 7.01    Regulation FD Disclosure

The information disclosed above under Item 2.02, as well as the exhibits attached under Item 9.01 below are incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.						Description
99.1						Press release issued by USANA Health Sciences, Inc. dated July 22, 2025 (furnished herewith).
99.2						Management Commentary provided by USANA Health Sciences, Inc. dated July 22, 2025 (furnished herewith).
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: July 22, 2025

FAQ

How many Spok Holdings shares were represented at the 2025 Annual Meeting?

A total of 16,155,235 shares, or roughly 78.5% of shares outstanding, were represented by proxy.

Did Spok Holdings shareholders approve the 2025 Say-on-Pay proposal?

Yes. 95.3% of votes cast supported the advisory executive compensation resolution.

Was Grant Thornton LLP ratified as Spok Holdings' auditor for 2025?

Yes. Shareholders ratified Grant Thornton with 15,718,526 votes for and 380,180 against.

Which directors were re-elected to Spok Holdings' board in 2025?

Bobbie Byrne, Christine Cournoyer, Randy Hyun, Vincent Kelly, Brett Shockley, and Todd Stein each won re-election.

Does the 8-K disclose any new strategic actions or financial results for SPOK?

No. The filing only reports routine annual meeting voting outcomes; it contains no operational or financial updates.