USANA HEALTH SCIENCES INC 8-K

What Happened
USANA Health Sciences, Inc. (USNA) filed an 8-K announcing the results of its Annual Meeting of Shareholders held May 20, 2026. About 16,468,210 shares (approximately 89% of outstanding common stock) were represented. Shareholders elected eight directors, ratified KPMG LLP as the independent auditor for fiscal 2026, and voted on an advisory (non-binding) approval of executive compensation.

Key Details

• Shares represented at the meeting: 16,468,210 (~89% of issued and outstanding common stock).
• Director elections (votes For / Withheld; broker non-votes were 2,132,948 on these matters):
  • Kevin G. Guest: 14,134,096 For; 201,166 Withheld
  • Xia Ding: 14,098,411 For; 236,851 Withheld
  • John T. Fleming: 14,098,006 For; 237,256 Withheld
  • Gilbert A. Fuller: 13,687,065 For; 648,197 Withheld (highest withheld)
  • J. Scott Nixon, CPA: 14,095,270 For; 239,992 Withheld
  • Peggie J. Pelosi: 14,023,243 For; 312,019 Withheld
  • Frederic Winssinger: 14,093,666 For; 241,596 Withheld
  • Timothy E. Wood, Ph.D.: 14,097,463 For; 237,799 Withheld
• Auditor ratification: KPMG LLP ratified as independent registered public accounting firm for fiscal 2026 — 16,286,742 For; 151,736 Against; 29,732 Abstaining (no broker non-votes for this item).
• Advisory “say-on-pay” vote: approved — 13,811,489 For; 509,777 Against; 13,996 Abstaining; broker non-votes: 2,132,948.

Signed notice filed by G. Douglas Hekking, Chief Financial Officer, dated May 20, 2026.

Why It Matters

• Board continuity: Re-election of all eight nominees means the current board slate will continue, which can affect corporate strategy and oversight stability.
• Auditor confirmation: Ratifying KPMG maintains continuity in external audit coverage for fiscal 2026.
• Executive compensation: The advisory approval (say-on-pay) passed, which signals shareholder support for the company’s compensation practices though the vote is non-binding.
• Voting context: A substantial portion of shares voted (≈89%), and broker non-votes (2,132,948) appeared on non-routine items, which can affect the total votes cast on certain proposals.