Independent
Tenure on this board
2.1 yrs
6 nominees · 3 ballot items.
Stockholders will elect six directors, approve an advisory say-on-pay resolution covering named executive officer compensation, and ratify Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2027.
Elect Rajendran Anbalagan, Michael A. Beindorff, Raymond B. Greer, Dayton Judd, Darwin K. Lewis, and Terrence Moorehead to serve until the next annual meeting or until their successors are elected and qualified.
Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the compensation tables and related narrative discussion.
Proposal 2 asks stockholders to approve, on an advisory and non-binding basis, the overall compensation of LifeVantage’s named executive officers. The resolution covers the compensation tables and related narrative disclosure rather than any single pay element. Management is seeking approval under Section 14A of the Exchange Act as part of the company’s say-on-pay process. The company explains that its executive compensation program is intended to attract, retain, and motivate executives capable of delivering strategic execution and long-term stockholder value. The program combines base salary, annual incentives, and equity awards, including restricted stock units and performance-based restricted stock units. For fiscal 2026, the company emphasized a 60% performance-based and 40% time-based allocation for its primary executive equity awards, while adding adjusted EBITDA as a performance metric in response to stockholder feedback. The company reports that more than 96% of votes cast at the prior annual meeting favored executive compensation, compared with approximately 73% the year before. The advisory vote is not binding on the Board or compensation committee, but both state that they will consider the voting results in future compensation decisions. The Board unanimously recommends a vote FOR the proposal because it believes the disclosed compensation philosophy and practices are fair, reasonable, competitive, and aligned with company and stockholder interests.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as LifeVantage’s independent registered public accounting firm for the fiscal year ending June 30, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | CAPITAL MANAGEMENT CORP /VA | 14.99% | 1,878,411 | $12M |
| 2 | RENAISSANCE TECHNOLOGIES LLC | 5.34% | 669,418 | $4M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.43% | 429,203 | $3M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 1.91% | 238,862 | $1M |
| 5 | ENVESTNET ASSET MANAGEMENT INC | 1.84% | 229,907 | $1M |
| 6 | BlackRock, Inc. | 1.66% | 208,477 | $1M |
| 7 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 1.35% | 169,046 | $1M |
| 8 | AMERICAN CENTURY COMPANIES INC | 1.15% | 144,386 | $901K |
| 9 | AQR CAPITAL MANAGEMENT LLC | 0.86% | 108,224 | $675K |
| 10 | CITADEL ADVISORS LLC | 0.80% | 99,791 | $623K |
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