Form 8-K - Current report

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

Date of report (Date of earliest event reported): January 8, 2024

MANNATECH, INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

Texas

000-24657

75-2508900

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1410 Lakeside Parkway, Suite 200

Flower Mound,

Texas

75028

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code:

(972)

471-7400

(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 (see General Instruction A.2. below):

[ ] 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
Common Stock,	par value $0.0001 per share	MTEX	The Nasdaq Stock Market LLC

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. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 8, 2024, Mannatech, Incorporated (the "Company") and its Board of Directors (the "Board") were notified by David A. Johnson, the Company's Chief Financial Officer ("CFO"), of his resignation from his position effective January 22, 2024.

Landen Fredrick, the Company’s President and Chief Operating Officer, will serve as the CFO until such time as a permanent CFO is hired by the Company. Landen Fredrick, age 51, has served as President and Chief Operating Officer since June 7, 2023. He is the son of J. Stanley Fredrick, the Chairman of the Board and a major shareholder. He previously served as the Company’s Chief Sales and Marketing Officer, Global Chief Sales Officer and President, North America. Mr. Fredrick joined Mannatech in 2006 and has played a key role in developing and driving systems to create efficiencies for the Company. Mr. Fredrick is also the chairman of the M5M Foundation, a non-profit organization benefiting children in need (the “M5M Foundation”). As disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2023 (the “2023 Proxy Statement”), the Company made cash donations of $0.6 million to the M5M Foundation for the year ended December 31, 2022. In 2023, the Company made cash donations of approximately $0.5 million to the M5M Foundation. Mr. Fredrick served as a member of the Board of Directors of the Direct Selling Association from June 2015 to June 2018. Mr. Fredrick owned a web and advertising business, Killian Fredrick, from 2001 to 2006. Mr. Fredrick earned a BA from Abilene Christian University in 1995 and his MBA from Amber University in 1997. There are no other arrangements between Mr. Fredrick and any other person pursuant to which Mr. Fredrick was selected as CFO. As of the date of this filing, no changes have been made to Mr. Fredrick’s compensation.

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.

Date: January 12, 2024


MANNATECH, INCORPORATED
By:			/s/ Alfredo Bala
			Alfredo Bala
			Chief Executive Officer

Cover	Jan. 08, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 08, 2024
Entity Registrant Name	MANNATECH, INCORPORATED
Entity Address, City or Town	Flower Mound,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75028
Local Phone Number	471-7400
City Area Code	(972)
Entity Incorporation, State or Country Code	TX
Entity File Number	000-24657
Entity Tax Identification Number	75-2508900
Entity Address, Address Line One	1410 Lakeside Parkway, Suite 200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock,
Trading Symbol	MTEX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001056358