Usana Health Sciences Inc 8-K/A, filed May 12, 2023
Usana Health Sciences Inc (USNA)
8-K/A
2023-05-12
For: 2023-05-10
View Original
Added on
April 06, 2026
About this 8-K/A
Usana Health Sciences Inc filed this 8-K/A on May 12, 2023, reporting on events of May 10, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
(Amendment No. 1)
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
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(Commission File No.)
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(IRS Employer
Identification No.)
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On February 13, 2023, USANA Health Sciences, Inc. (the “Company” or “USANA”) filed a Current Report on Form 8-K (the “Initial 8-K)
announcing that (i) its Board of Directors (the “Board”) appointed Jim Brown as the Company’s Chief Executive Officer effective July 1, 2023 (the “Effective Date”), and (ii) Mr. Brown will succeed Kevin Guest, who will transition to Executive
Chairman of the Company on the Effective Date. At the time of the Initial 8-K, the Compensation Committee of the Board (the “Compensation Committee”) had not determined the compensation arrangements for Mr. Brown or Mr. Guest in their new respective
positions. In accordance with Instruction 2 to Item 5.02 of Form 8-K, the Company is filing this Amendment No. 1 to the Initial 8-K (“Amendment No. 1”) to provide information regarding the compensation arrangements for Mr. Brown and Mr. Guest in
their new positions. These changes, as described below, were approved by the Compensation Committee on May 10, 2023.
Beginning on the Effective Date, Mr. Brown’s annual base salary, as Chief Executive Officer, will be increased from $627,000 to $800,000
and will be reviewed going forward by the Compensation Committee. Mr. Brown will also continue to be eligible to participate in the Company’s Executive Bonus Plan with target bonus compensation in the amount of 100% of his base salary. Mr. Brown
will also continue to (i) be eligible to receive equity grants under the Company’s 2015 Equity Incentive Award Plan, (ii) participate in the Company’s 401K plan, and (iii) receive medical and other benefits coverage, which are generally available to
the Company’s other employees.
Beginning on the Effective Date, Mr. Guest’s annual base salary, as Executive Chair, will be reduced from $945,000 to $750,000 and 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 with target bonus compensation in the amount of 50% of his base salary. Mr. Guest will also
continue to (i) be eligible to receive equity grants under the Company’s 2015 Equity Incentive Award Plan, (ii) participate in the Company’s 401K plan, and (iii) receive medical and other benefits coverage, which are generally available to the
Company’s other employees.
Except as expressly set forth herein, this Amendment No. 1 does not amend the Initial 8-K in any way and does not modify or update any
other disclosures contained in the Initial 8-K. This Amendment No. 1 supplements the Initial 8-K and should be read in conjunction with the Initial 8-K.
SIGNATURE
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/ G. Douglas Hekking |
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G. Douglas Hekking, Chief Financial Officer | |
Date: May 12, 2023