Item 5.07 Submission of Matters to a Vote of Security Holders
Mannatech, Incorporated (the “Company”) held its
2019
Annual Shareholders’ Meeting (the "Meeting") on
June 11, 2019
. The Company’s shareholders considered
five
proposals, each of which is described in the Proxy Statement. A total of
2,014,190
shares were represented in person or by proxy at the Meeting, or approximately
84.1%
of the total shares outstanding. The final results of votes with respect to the proposals submitted for shareholder vote at the Meeting are set forth below.
Proposal 1 - Election of Directors
Shareholders elected J. Stanley Fredrick, Eric W. Schrier, and Tyler Rameson as Class II directors.
|
|
|
|
|
Director
|
For
|
Withheld
|
Broker Non-Votes
|
J. Stanley Fredrick
|
1,068,575
|
326,135
|
619,480
|
Eric W. Schrier
|
1,263,033
|
131,677
|
619,480
|
Tyler Rameson
|
1,325,723
|
68,987
|
619,480
|
Proposal 2 - Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm
Shareholders ratified the appointment of BDO USA, LLP as the Company’s independent public accounting firm for the fiscal year ending
December 31, 2019
.
|
|
|
|
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
1,905,368
|
107,427
|
1,395
|
0
|
Proposal 3 - Approval, on an advisory basis, of Executive Compensation (“Say-on-Pay”)
Shareholders approved, on an advisory basis, executive compensation.
|
|
|
|
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
1,326,156
|
67,897
|
657
|
619,480
|
Proposal 4 - Approval, on an advisory basis, of Frequency of Advisory Votes on Executive Compensation ("Say-on-Frequency")
Shareholders approved, on an advisory basis, an annual frequency of shareholder advisory votes on executive compensation.
|
|
|
|
|
|
|
1 Year
|
2 Years
|
3 Years
|
Abstain
|
Number of Shares For
|
1,259,421
|
2,242
|
130,540
|
2,507
|
The Company intends to follow the shareholders' recommendation and include a shareholder advisory vote on executive compensation on an annual basis until the next required Say-on-Frequency vote.
Proposal 5 - Approval of Amendment to the 2017 Stock Incentive Plan
Shareholders approved the amendment to the 2017 Stock Incentive Plan.
|
|
|
|
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
1,304,223
|
89,952
|
535
|
619,480
|
A copy of the Company's press release related to the foregoing event is furnished as Exhibit 99.1 to this Current Report on Form 8-K.