UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| May 28, 2026 | ||
| Date of Report (Date of earliest event reported) | ||
| NU SKIN ENTERPRISES, INC. | ||
| (Exact name of registrant as specified in its charter) |
| Delaware | 001-12421 | 87-0565309 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
| 75 West Center Street Provo, Utah 84601 | ||
| (Address of principal executive offices and zip code) | ||
| (801) 345-1000 | ||
| (Registrant’s telephone number, including area code) | ||
| N/A | ||
| (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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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 |
| Class A Common Stock, $.001 par value | NUS | 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 ☐
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
On May 28, 2026, at the Nu Skin Enterprises, Inc. (the “Company”) 2026 Annual Meeting of Stockholders (the “Annual Meeting”), the Company’s stockholders approved and adopted the Company’s Amended and Restated 2024 Omnibus Incentive Plan (the “Amended and Restated Plan” or the “Plan”), which previously had been approved by the Company’s Board of Directors and its Compensation and Human Capital Committee subject to stockholder approval.
The Amended and Restated Plan amends the prior version of the Plan primarily as follows:
| 1. | Share Reserve. The Plan increases the share authorization by 2,850,000 shares. |
| 2. | Termination Date. The termination date is extended to the tenth anniversary of the effective date of the Amended and Restated Plan, which is May 28, 2036. |
The above description of the Amended and Restated Plan is qualified in its entirety by reference to the full text of the Amended and Restated Plan, which is included as Exhibit 10.1 to this report. A more detailed summary of the Amended and Restated Plan can be found in the Company’s proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April 3, 2026.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company’s stockholders approved the following proposals at the Annual Meeting on May 28, 2026:
| • | Election of nine directors to serve until their successors are duly elected and qualified at the next annual meeting of stockholders or until their earlier death, resignation or removal; |
| • | Advisory approval of the Company’s executive compensation; |
| • | Approval of the Company’s Amended and Restated 2024 Omnibus Incentive Plan; and |
| • | Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026. |
The voting results were as follows:
| | For | Against | Abstain | Broker Non-Votes |
| Election of Directors | ||||
| Emma S. Battle | 33,948,833 | 403,121 | 51,687 | 5,430,258 |
| Daniel W. Campbell | 33,978,430 | 298,746 | 126,465 | 5,430,258 |
| Steven J. Lund | 33,854,219 | 520,147 | 29,275 | 5,430,258 |
| Ryan S. Napierski | 34,083,028 | 289,928 | 30,685 | 5,430,258 |
| Laura Nathanson | 33,593,418 | 767,205 | 43,018 | 5,430,258 |
| Thomas R. Pisano | 34,078,549 | 279,972 | 45,120 | 5,430,258 |
| James M. Winett | 34,027,452 | 330,366 | 45,823 | 5,430,258 |
| Edwina D. Woodbury | 33,953,493 | 399,800 | 50,348 | 5,430,258 |
| Mark A. Zorko | 34,036,158 | 322,233 | 45,250 | 5,430,258 |
| | ||||
| Advisory Approval of the Company’s Executive Compensation | 33,111,458 | 1,255,101 | 37,082 | 5,430,258 |
| | ||||
| Approval of the Amended and Restated 2024 Omnibus Incentive Plan | 24,185,333 | 10,177,825 | 40,483 | 5,430,258 |
| | ||||
| Ratification of PricewaterhouseCoopers LLP | 38,798,633 | 970,082 | 65,184 | 0 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Nu Skin Enterprises, Inc. Amended and Restated 2024 Omnibus Incentive Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| NU SKIN ENTERPRISES, INC. | ||
| (Registrant) | ||
| /s/ Chelsea K. Lantz | ||
| Chelsea K. Lantz | ||
| Chief Financial Officer | ||
| Date: May 29, 2026 | ||