Independent
Tenure on this board
23.0 yrs
4 nominees · 3 ballot items.
Elect four directors; approve the Natural Health Trends Corp. 2026 Equity Incentive Plan (1,100,000 shares); and ratify appointment of CBIZ CPAs P.C. as independent registered public accounting firm for the year ending December 31, 2026.
Election of four (4) nominees to the Board of Directors to serve until the next annual meeting of stockholders (Randall A. Mason, Ellen Sun, Ching C. Wong, and Chris T. Sharng).
Approve the 2026 Equity Incentive Plan, which would replace the expiring 2016 plan and reserve 1,100,000 shares for awards to employees, officers, directors, contractors, consultants, and advisors worldwide.
This management proposal requests shareholder approval of the Natural Health Trends Corp. 2026 Equity Incentive Plan, a broad-based compensation vehicle that would replace the company’s expiring 2016 plan and reserve up to 1,100,000 shares for future awards to employees, officers, directors and service providers worldwide. Management seeks approval to preserve its ability to attract, retain and motivate personnel and to align employee incentives with shareholder value through options, stock awards, stock units and stock appreciation rights, subject to administrator discretion and specified safeguards. The plan includes governance controls such as administration by the Compensation Committee, limits on repricing without shareholder approval, and a $500,000 annual cap on aggregate grant-date fair value plus cash fees to any non-employee director. Board materials disclose that the requested share reserve is smaller than the number of shares available under the expiring 2016 plan and that the company’s three-year average burn rate is low relative to industry metrics, which management cites to argue the grant request is modest. The Equity Plan permits performance-based vesting and includes customary anti-dilution adjustments, change-in-control provisions, transferability limitations, and recovery/recoupment provisions. Tax and compliance features are addressed (including Code Sections 162(m) and 409A considerations) and the plan contemplates incentive and nonstatutory stock options, stock appreciation rights, stock units and stock grants. The Board recommends a vote FOR because it views equity awards as critical to competitive compensation, and it highlights plan limits and administrative discretion intended to mitigate dilution and governance risk. For a sophisticated evaluation, key considerations include the absolute share reserve (1.1M), the plan’s potential dilution (~12.8% as disclosed), the administrator’s broad discretion over award terms and substitutions, and whether the disclosed burn-rate and director caps adequately protect long-term shareholders versus management retention needs.
Ratify the Audit Committee’s appointment of CBIZ CPAs P.C. as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RENAISSANCE TECHNOLOGIES LLC | 6.47% | 555,415 | $2M |
| 2 | BlackRock, Inc. | 1.11% | 95,576 | $267K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 1.04% | 88,867 | $248K |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 0.89% | 76,604 | $214K |
| 5 | VANGUARD FIDUCIARY TRUST CO | 0.41% | 34,905 | $97K |
| 6 | CITADEL ADVISORS LLC | 0.39% | 33,414 | $93K |
| 7 | STATE STREET CORP | 0.31% | 27,012 | $75K |
| 8 | DIMENSIONAL FUND ADVISORS LP | 0.27% | 23,303 | $65K |
| 9 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.26% | 22,600 | $63K |
| 10 | BlackRock, Inc. | 0.22% | 19,050 | $53K |
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