Independent
Tenure on this board
4.6 yrs
8 nominees · 3 ballot items.
Elect eight directors; Ratify KPMG as independent auditors for Fiscal Year 2026; Advisory approval of executive compensation (say-on-pay).
Elect eight directors named in the proxy statement to serve until the 2027 Annual Meeting.
Ratify the appointment of KPMG LLP as the company’s independent registered public accounting firm for Fiscal Year 2026.
The proposal requests shareholder ratification of the Audit Committee’s appointment of KPMG as USANA’s independent registered public accounting firm for Fiscal Year 2026. Management frames the submission as best practice in corporate governance, noting KPMG’s long-standing relationship with the company since 2013 and describing the audit and non-audit services provided in recent years. The Audit Committee emphasizes its authority to select and pre-approve all audit and permissible non-audit services and commits to reevaluate KPMG if shareholders do not ratify. The company discloses fees paid to KPMG for 2025 and 2024 and confirms that the Audit Committee considered independence and pre-approved all engagements. Shareholders are asked to vote for ratification; the board recommends a FOR vote because the committee believes continued engagement provides audit continuity and oversight consistent with governance practices.
An advisory, non-binding vote to approve the compensation paid to the named executive officers as disclosed in the proxy statement.
This proposal requests a non-binding advisory vote on the company’s executive compensation as disclosed in the proxy materials. Management and the Compensation Committee present the company’s compensation philosophy and program — including base salary, short-term cash incentives tied to operating profit and net sales, and long-term equity incentives — and note features intended to promote alignment with shareholder interests (stock ownership guidelines, PSUs linking payouts to relative share-price performance versus the Russell 2000, vesting schedules, clawback policy). The Board recommends a FOR vote, citing past strong shareholder support (over 95% approval in 2025) and their belief that the program aligns executives with shareholder value. The proxy explains the advisory vote is non-binding but will be considered by the Compensation Committee when structuring future compensation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PZENA INVESTMENT MANAGEMENT LLC | 6.01% | 1,108,933 | $19M |
| 2 | RENAISSANCE TECHNOLOGIES LLC | 5.51% | 1,017,630 | $18M |
| 3 | Nantahala Capital Management, LLC | 4.39% | 810,074 | $14M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 4.29% | 791,371 | $14M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.59% | 479,043 | $8M |
| 6 | BlackRock, Inc. | 2.39% | 440,516 | $8M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.83% | 338,274 | $6M |
| 8 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.80% | 333,112 | $6M |
| 9 | BlackRock, Inc. | 1.77% | 326,010 | $6M |
| 10 | BlackRock, Inc. | 1.62% | 298,231 | $5M |
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