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): April 28, 2016

 

 

Herbalife Ltd.

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands		1-32381		98-0377871
(State or other jurisdiction		(Commission		(I.R.S. Employer
of incorporation)		File Number)		Identification No.)

 

P.O. Box 309GT, Ugland House, South Church Street, Grand Cayman, Cayman Islands				KY1-1106
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: c/o (213)745-0500

Not Applicable

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))

 

 

 

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

Herbalife Ltd. (the “Company”) held its 2016 Annual General Meeting of Shareholders on April 28, 2016 (the “Meeting”). The proposals voted upon at the Meeting and the final results of the shareholder vote on each proposal are set forth below. Each of the proposals is summarized in greater detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 14, 2016.

 

(1)

Election of directors

 

		For				Against				Abstain				Broker Non-votes
Michael O. Johnson			66,317,113				1,106,235				437,842				14,159,860
Jeffrey T. Dunn			67,150,621				270,216				440,353				14,159,860
Richard P. Bermingham			66,667,995				752,292				440,903				14,159,860
Pedro Cardoso			65,091,436				2,329,381				440,373				14,159,860
Dr. Richard Carmona			66,470,532				948,412				442,246				14,159,860
Jonathan Christodoro			63,782,144				3,636,071				442,975				14,159,860
Keith Cozza			64,613,405				2,805,110				442,675				14,159,860
Hunter C. Gary			64,530,225				2,888,243				442,722				14,159,860
Jesse A. Lynn			66,332,679				1,085,939				442,572				14,159,860
Michael Montelongo			67,334,375				84,189				442,626				14,159,860
James L. Nelson			67,314,664				103,304				443,222				14,159,860
Maria Otero			66,914,036				505,172				441,982				14,159,860
John Tartol			65,038,592				2,382,537				440,061				14,159,860

 

(2)

Approval, on an advisory basis, of the Company’s executive compensation

 

For		Against		Abstain		Broker Non-votes
63,406,559		3,969,423		485,208		14,159,860

 

(3)

Ratification of the Company’s independent registered public accountants for the fiscal year ending December 31, 2016

 

For		Against		Abstain		Broker Non-votes
81,157,212		254,177		609,661		—

 

(4)

Approval of an amendment and restatement to the Company’s 2014 Stock Incentive Plan, to, among other things, increase the number of common shares available for issuance under such plan

 

For		Against		Abstain		Broker Non-votes
41,258,403		26,129,755		473,032		14,159,860

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(5)

Re-approval of the performance goals under the Company’s Executive Incentive Plan for compliance with Section 162(m) of the Internal Revenue Code of 1986, as amended

 

For		Against		Abstain		Broker Non-votes
67,169,571		215,169		476,450		14,159,860

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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.

 

				Herbalife Ltd.
April 29, 2016				By:		/s/ Mark J. Friedman
						Name: Mark J. Friedman
						Title: General Counsel