SEC Info - Herbalife Nutrition Ltd. - ‘8-K’ for 7/29/22

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 July 29, 2022

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 309, Ugland House i Grand Cayman i Cayman Islands		i KY1-1104
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: c/o ( i 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 2.02. Results of Operations and Financial Condition.

On August 2, 2022, Herbalife Nutrition Ltd. (the “Company”) issued a press release announcing its financial results for its second fiscal quarter ended June 30, 2022. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information contained in this Item 2.02 and Exhibit 99.1 attached to this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective July 29, 2022, John DeSimone, one of the named executive officers in the Company’s 2022 proxy statement filed with the Securities and Exchange Commission on March 15, 2022 (the “2022 Proxy Statement”), transitioned from President to Executive Vice Chairman, a part-time and non-executive role.

In his new role, Mr. DeSimone will receive an annual base salary of $348,000 and be eligible for an annual bonus targeted at 80% of base salary. Additionally, beginning in 2023, he will be eligible to receive an equity incentive award having a grant date fair value of $650,000, of which 75% will be granted in the form of performance-based stock units (with performance criteria to be approved by the Compensation Committee of the Company’s Board of Directors) and 25% will be granted in the form of time-based stock units. Mr. DeSimone’s previously granted equity awards will continue to vest in accordance with their terms. This transition will not trigger any benefits under the Herbalife International of America, Inc. Executive Officer Severance Plan, as such plan was described in the 2022 Proxy Statement, and, following this transition, Mr. DeSimone will no longer be eligible to receive severance benefits under the plan.

Item 7.01. Regulation FD Disclosure.

Digital Technology Program

On August 2, 2022, the Company announced its plans for a $400 million digital technology program. Based on preliminary estimates, after reallocating previously anticipated expenditures, the Company expects to incur total additional incremental expenditures of approximately $200 million to $250 million over the next three years in connection with this digital technology program.

Earnings Call Investor Slides

The Company intends to reference investor slides during the Company’s earnings conference call to discuss its financial results for its second fiscal quarter ended June 30, 2022. A copy of the presentation can be accessed in the “News and Events” section on the investor relations section of the Company’s website at http://ir.herbalife.com under the heading “IR Calendar”.

The information included in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

99.1	Press Release issued by Herbalife Nutrition Ltd. on August 2, 2022.

104	Cover Page Interactive Data File – The cover page from the Company’s Current Report on Form 8-K filed on August 2, 2022 is formatted in Inline XBRL (included as Exhibit 101).

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.

August 2, 2022	By:	/s/ *HENRY C. WANG*
		Name:	Henry C. Wang
		Title:	EVP, General Counsel and Corporate Secretary

This ‘8-K’ Filing	Date	Other Filings

Filed on:	8/2/22	10-Q
For Period end:	7/29/22
	6/30/22	10-Q
	3/15/22	DEF 14A, DEFA14A
		List all Filings

Herbalife Nutrition Ltd. – ‘8-K’ for 7/29/22

On: Tuesday, 8/2/22, at 4:21pm ET · For: 7/29/22 · Accession #: 1157523-22-997 · File #: 1-32381

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