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8-KAccepted May 20, 4:24 PM ET

USANA Health Sciences Reports 2026 Annual Meeting Vote Results

USNAUSANA HEALTH SCIENCES INC

Accepted (ET)

4:24 PM

May 20, 2026

Filed

May 20, 2026

Documents

11

Size

154.1 KB

Summary

USANA Health Sciences Reports 2026 Annual Meeting Vote Results

Updated

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.

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