As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/01/20  Herbalife Nutrition Ltd.          8-K:5       4/29/20   10:186K                                   Donnelley … Solutions/FA

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM  i 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):  i April 29, 2020

 i Herbalife Nutrition Ltd.

(Exact Name of Registrant as Specified in Charter)

i Cayman Islands		i 1-32381		i 98-0377871
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

i P.O. Box 309GT,  i Ugland House,  i South Church Street,  i Grand Cayman  i Cayman Islands		i KY1-1106
(Address of Principal Executive Offices)		(Zip Code)

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

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ☐	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
i Common Shares, par value $0.0005 per share		i HLF		i 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   i ☐

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.  ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

On April 29, 2020, Herbalife Nutrition Ltd. (the “Company”) held its 2020 Annual General Meeting of Shareholders. The Company’s shareholders voted on the five proposals outlined in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 17, 2020, and cast their votes as described below.

Proposal 1:     Election of Directors.

Thirteen board nominees for director were elected by a majority of the votes cast for a term of one year or until their successors are duly elected and qualified. The voting results are as follows:

		For				Against				Abstain				Broker Non-votes
Dr. John Agwunobi			120,359,155				2,493,288				1,054,972				8,580,833
James L. Nelson			100,218,073				23,667,680				21,662				8,580,833
Dr. Richard H. Carmona			123,387,222				511,144				9,049				8,580,833
Jonathan Christodoro			100,330,141				23,554,661				22,613				8,580,833
Hunter C. Gary			117,475,934				6,408,938				22,543				8,580,833
Nicholas Graziano			110,251,675				13,632,849				22,891				8,580,833
Alan LeFevre			123,413,672				471,812				21,931				8,580,833
Jesse A. Lynn			117,723,094				6,172,409				11,913				8,580,833
Juan Miguel Mendoza			123,538,504				361,867				7,044				8,580,833
Michael Montelongo			121,097,425				2,788,117				21,873				8,580,833
Maria Otero			121,784,205				2,113,291				9,919				8,580,833
Margarita Paláu-Hernández			121,105,405				2,792,091				9,919				8,580,833
John Tartol			123,518,339				382,946				6,130				8,580,833

Proposal 2:    Approve, on an advisory basis, the compensation of the Company’s named executive officers.

The advisory resolution to approve the compensation of the named executive officers was approved. The voting results are as follows:

For		Against		Abstain		Broker Non-votes
122,018,976		1,875,851		12,587		8,580,833

Proposal 3:    Approve, as a special resolution, an amendment to the Company’s Amended and Restated Memorandum and Articles of Association to eliminate the casting vote.

The special resolution to approve the amendment to eliminate the casting vote was approved. The voting results are as follows:

For		Against		Abstain		Broker Non-votes
121,130,847		2,747,602		28,966		8,580,833

Proposal 4:    Approve, as a special resolution, an amendment to the Company’s Amended and Restated Memorandum and Articles of Association to require the approval of two-thirds of the members of the Board of Directors then in office to amend the Company’s Principles of Corporate Governance to make any changes to the responsibilities of the Chairman of the Board or the Lead Director as set forth therein.

The special resolution to approve the amendment to require the approval of two-thirds of the members of the Board of Directors then in office to amend the Company’s Principles of Corporate Governance to make any changes to the responsibilities of the Chairman of the Board or the Lead Director as set forth therein was approved. The voting results are as follows:

For		Against		Abstain		Broker Non-votes
123,840,176		44,691		22,548		8,580,833

Proposal 5:    Ratify the appointment of the Company’s independent registered public accounting firm for fiscal year 2020.

The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2020 was ratified. The voting results are as follows:

For		Against		Abstain		Broker Non-votes
131,828,738		609,987		49,523		0

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 Nutrition Ltd.
May 1, 2020				By:		/s/ HENRY C. WANG
				Name:		Henry C. Wang
				Title:		EVP, General Counsel and Corporate Secretary