8-K - USNA - Equibles

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):

May 1, 2020

USANA HEALTH SCIENCES, INC.

(Exact name of registrant as specified in its charter)

Utah

(State or other jurisdiction of incorporation)

001-35024	87-0500306
(Commission File No.)	(IRS Employer<br><br> <br>Identification No.)

3838 West Parkway Boulevard

  Salt Lake City,
    Utah 84120

  \(Address of principal executive offices, Zip Code\)

Registrant's telephone number, including area code: (801) 954-7100

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
Common Stock, $0.001 per value per share	USNA	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 5.07 Submission of

    Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Shareholders on May 1, 2020. A total of 19,166,421shares (approximately 88.94%) of the issued and outstanding shares of USANA common stock were represented by proxy or in person at the meeting. The following matters were submitted and voted upon at the Annual Meeting:

1.	USANA shareholders voted to elect seven individuals to the Board of Directors for the succeeding year as set forth below:
Name	Number of<br><br> <br>Shares For	Number<br><br> <br>of Shares<br><br> <br>Withheld	Number<br><br> <br>of Shares<br><br> <br>Abstaining	Broker<br><br> <br>Non-Votes
---	---	---	---	---
Kevin G. Guest	17,461,603	362,746	-	1,342,072
Robert Anciaux	17,747,115	77,234	-	1,342,072
Gilbert A. Fuller	17,420,525	403,824	-	1,342,072
Feng Peng	17,651,114	173,235	-	1,342,072
Peggie J. Pelosi	17,629,216	195,133	-	1,342,072
Frederic Winssinger	17,560,154	264,195	-	1,342,072
Timothy E. Wood, Ph. D.	17,753,476	70,873	-	1,342,072
2.	USANA shareholders voted to ratify the Board’s selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2020 as set forth below:
---	---
Number of<br><br> <br>Shares For	Number<br><br> <br>of Shares<br><br> <br>Against	Number<br><br> <br>of Shares<br><br> <br>Abstaining	Broker<br><br> <br>Non-Votes
---	---	---	---
19,088,754	36,712	40,955	-
3.	USANA shareholders voted to approve, on an advisory basis, executive compensation as set forth below:
---	---
Number of<br><br> <br>Shares For	Number<br><br> <br>of Shares<br><br> <br>Against	Number<br><br> <br>of Shares<br><br> <br>Abstaining	Broker<br><br> <br>Non-Votes
---	---	---	---
17,422,938	361,206	40,205	1,342,072

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.

USANA HEALTH SCIENCES, INC.
By: /s/ G. Douglas Hekking
G. Douglas Hekking, Chief Financial Officer

Date: May 5, 2020