Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

	May 14, 2024
Date of Report (Date of earliest event reported)

NATURAL HEALTH TRENDS CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-36849	59-2705336
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Units 1205-07, 12F, Mira Place Tower A, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong

(Address of principal executive offices, including zip code)

+852-3107-0800

(Registrant’s telephone number, including area code)

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 Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	NHTC	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.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 14, 2024, the Company held its 2024 annual meeting of stockholders in Rowland Heights, California. At the annual meeting, there were 11,516,773 shares entitled to vote, and 8,841,238 shares (76.8%) were represented at the meeting in person or by proxy.

At the annual meeting, Yiu T. Chan, Randall A. Mason, Chris T. Sharng and Ching C. Wong were elected directors by a plurality of the votes.

Also at the annual meeting, the Company’s stockholders approved, by advisory vote, the compensation of the Company's named executive officers; ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and approved and adopted the amendment to the Company's certificate of incorporation to provide for the exculpation of certain of our officers, as permitted by recent amendments to the Delaware General Corporation Law.

The following summarizes the vote results for these matters submitted to the Company’s stockholders for action at the annual meeting:

The election of the following persons to serve as directors of the Company until the next annual meeting of stockholders:

Nominees	For	Withheld	Broker Non-Votes
Yiu T. Chan	6,297,368	153,851	2,390,019
Randall A. Mason	6,297,418	153,801	2,390,019
Chris T. Sharng	6,414,982	36,237	2,390,019
Ching C. Wong	5,276,571	1,174,648	2,390,019

The proposal to approve, by advisory vote, the compensation of the Company's named executive officers:

Votes For		Votes Against		Abstentions		Broker Non-Votes
6,259,999		166,046		25,174		2,390,019

The proposal to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2024:

Votes For		Votes Against		Abstentions
8,755,344		63,174		22,720

The proposal to approve and adopt the amendment to the Company’s certificate of incorporation to provide for the exculpation of certain of our officers, as permitted by recent amendments to the Delaware General Corporation Law:

Votes For		Votes Against		Abstentions		Broker Non-Votes
6,352,022		62,243		36,954		2,390,019

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: May 14, 2024

	NATURAL HEALTH TRENDS CORP.


	By:	/s/ Timothy S. Davidson
		Timothy S. Davidson
		Senior Vice President and Chief Financial Officer

Document And Entity Information	May 14, 2024
Document Information [Line Items]
Entity, Registrant Name	NATURAL HEALTH TRENDS CORP.
Document, Type	8-K
Document, Period End Date	May 14, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-36849
Entity, Tax Identification Number	59-2705336
Entity, Address, Address Line One	Units 1205-07, 12F, Mira Place Tower A
Entity, Address, Address Line Two	132 Nathan Road
Entity, Address, Address Line Three	Tsimshatsui
Entity, Address, City or Town	Kowloon
Entity, Address, Country	HK
City Area Code	852
Local Phone Number	3107-0800
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	NHTC
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000912061