DEF: Herbalife Ltd. Announces Details for 2025 Annual General Meeting of Shareholders

Herbalife Ltd. will hold its 2025 Annual General Meeting of Shareholders on April 23, 2025, to elect directors, approve executive compensation, and ratify the appointment of PricewaterhouseCoopers LLP as the company's independent auditor.

Summary

• Herbalife Ltd. will hold its 2025 Annual General Meeting of Shareholders on Wednesday, April 23, 2025, in Los Angeles.
• Shareholders of record as of February 25, 2025, are entitled to vote.
• The meeting will include the election of 11 director nominees, an advisory vote on executive compensation, and the ratification of PricewaterhouseCoopers LLP as the company's independent auditor for fiscal year 2025.
• Shareholders can vote via internet, telephone, or mail, with proxies needing to be received by 11:59 p.m., Eastern Time, on April 22, 2025.
• The Board of Directors recommends voting for all director nominees, the approval of executive compensation, and the ratification of the auditor appointment.
• The proxy statement and annual report are available online, and the company began mailing a Notice of Internet Availability of Proxy Materials to its shareholders on or about March 11, 2025.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, outlining the details of the upcoming annual meeting. While there are some positive highlights regarding financial performance and sustainability initiatives, the overall tone is neutral and focused on compliance and governance.

Positives

• The company has robust share ownership guidelines for directors and named executive officers.
• The company has a clawback policy applicable to Section 16 officers applicable to cash and equity incentives.
• The company has anti-hedging and anti-pledging policies applicable to all employees.
• The company values the viewpoint of all investors and has actively engaged with shareholders to better understand their perspectives.
• The company is committed to supporting a thriving planet by making informed and what they believe are responsible choices in an environment where natural resources are constrained.
• The company's global corporate social responsibility program focuses on supporting the health and well -being of people and reflects their unwavering commitment to giving back to their communities.

Negatives

• The 2022 PSU awards did not meet threshold performance requirements, resulting in 0% payout for the 2022 PSU awards.
• Dr. Carmona and Ms. Otero are not in compliance with the stock ownership guidelines based on the closing price of a Common Share as of the Record Date.

Risks

• The document includes forward-looking statements that are subject to risks and uncertainties, as detailed in the company's 2024 Annual Report on Form 10-K.
• Historical, current, and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

Future Outlook

The company intends to refresh its environmental targets to comply with the EU's Climate Transition Plan requirements and develop other environmental targets focused on addressing its material topics.

Management Comments

• On February 19, 2025, we announced that the Board has appointed President, Stephan Gratziani as Chief Executive Officer, effective May 1, 2025.
• Michael Johnson, our current CEO and Chairman of the Board, will transition to Executive Chairman at that time.
• As part of the planned leadership transition, the Company's Managing Director, International, Rob Levy, will take on the role of President, Worldwide Markets, also effective May 1, 2025.

Industry Context

The document highlights Herbalife's commitment to sustainability and ESG practices, aligning with increasing investor and consumer focus on these issues within the nutrition and direct selling industries.

Comparison to Industry Standards

• The peer group used for executive compensation benchmarking includes companies like BellRing Brands, Campbell Soup Co, Church & Dwight Inc, and others in the consumer products and nutrition sectors.
• The company's executive compensation program is designed to be competitive with these peers, considering factors such as revenue, market capitalization, and industry practices.
• The company's sustainability initiatives and targets are being developed in accordance with evolving regulations and intended to align with initiatives that enhance the brand and build consumer trust, similar to other leading companies in the industry.

Management Changes

Corporate Governance

Related Party Transactions

• The 2024 earnings of Ms. Macadrai and Mr. Mendoza under the Company's Marketing Plan resulting from their respective activities as Herbalife Members are discussed in the 2024 Director Compensation table.
• Additionally, the sister and brother-in-law of Mr. Mendoza, a director, earned approximately $1,682,585 in compensation in 2024 under Herbalife's Marketing Plan resulting from their activities as Herbalife Members.
• Mr. Gratziani, who is an NEO, was paid approximately $1,000,000 in 2024, in consideration for suspending his distributorship operations.

Stakeholder Impact

• Shareholders are encouraged to participate in the voting process to influence the company's direction.
• Employees may be impacted by the management transition and restructuring program.
• Distributors may be impacted by the new training and recognition programs.
• Communities may benefit from the company's corporate social responsibility initiatives.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its Annual General Meeting on April 23, 2025.
• The company will continue to implement its sustainability initiatives and monitor its progress towards its goals.

Key Dates