Current Report Filing (8-k)
November 23 2016 - 5:12PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________
FORM 8-K
______________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
t
he
Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported):
November
19, 2016
USANA HEALTH
SCIENCES, INC.
(Exact
name of registrant as specified in its charter)
Utah
(State
or other jurisdiction of incorporation)
0-21116
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87-0500306
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(Commission File No.)
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(IRS Employer Identification
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Number)
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3838 West Parkway Boulevard
Salt Lake City, Utah 84120
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(Address
of principal executive offices,
Zip
Code)
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Registrant’s
telephone number, including area code:
(801)
954-7100
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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))
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(b),(c),(e)
On November 23, 2016, USANA Health Sciences, Inc. (the “Company” or
“USANA”) announced a CEO transition plan wherein (i) David A. Wentz has
made the personal decision to step down as Co-Chief Executive Officer
and a member of the Board of Directors effective immediately, and (ii)
Kevin Guest has been appointed as Chief Executive Officer of the
Company. The Company will no longer utilize a Co-CEO management
structure. The USANA Board of Directors now consists of six directors,
four of whom are independent.
Mr. Guest, age 54, has served as Co-Chief Executive Officer of USANA
since August 4, 2015 and, prior to that appointment, served as President
of USANA since August 2014. From October 2012 to October 2014, Mr.
Guest served as President of the Americas, Europe and South Pacific,
and, prior to that, as President of North America from May 2011 to
October 2012. From July 2008 to May 2011, he was Chief Marketing
Officer of the Company. Mr. Guest first joined USANA on a part-time
basis in April 2003, as Executive Director of Media and Events.
Following the Company’s acquisition of FMG Productions, a media, video,
and event productions company that was founded by Mr. Guest, he became a
full-time employee of the Company and was promoted to Vice President of
Media and Events in February 2004. In January 2006, he was appointed as
the Company’s Executive Vice President of Marketing and served in that
role until July 2008, when he was appointed Chief Marketing Officer.
As Chief Executive Officer, Mr. Guest will continue to receive an annual
salary of $636,000, which will be reviewed going forward by the
Compensation Committee. Mr. Guest will also continue to be eligible to
participate in the Company’s Executive Bonus Plan, and be eligible to
receive equity grants under the Company’s 2015 Equity Incentive Award
Plan. He will also be eligible to participate in the Company’s 401K
plan and to receive medical and other benefits coverage, both of which
are generally available to the Company’s other employees. There is no
arrangement or understanding between Mr. Guest and any other persons
pursuant to which Mr. Guest was selected as Chief Executive Officer.
There are no family relationships between Mr. Guest and any director or
executive officer of the Company and there are no relationships between
Mr. Guest and the Company or any of its subsidiaries that would require
disclosure pursuant to Item 404(a) of Regulation S-K of the Securities
Exchange Act of 1934, as amended.
In connection with Mr. Wentz’s resignation, the Company will pay to him
all earned compensation and any other amounts due and owing to him. Mr.
Wentz’s participation in the Company’s 2016 Executive Bonus Plan will be
determined by the Compensation Committee in early 2017 following 2016
year-end operating results.
The Company issued a press release on November 23, 2016 announcing these
events. A copy of the press release is furnished as Exhibit 99.1 hereto
and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release issued by USANA Health Sciences,
Inc. dated November 23, 2016 (furnished herewith).
SIGNATURES
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.
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USANA HEALTH SCIENCES, INC.
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By:
/s/ Paul A. Jones
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Paul A. Jones, Chief Financial Officer
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Date:
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November 23, 2016
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3
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