Item 5.02. Departure of Directors of Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 26, 2021, the Board of Directors (the "Board") of Herbalife
Nutrition Ltd. (the "Company") adopted resolutions expanding the size of the
Board from eight to eleven members, and appointed Sophie L'Helias, Kevin M.
Jones, and Donal Mulligan as members of the Board, to fill the newly created
vacancies on the Board, in each case effective as of February 26, 2021. The
Board has not yet made any determination regarding committee appointments for
the newly appointed directors. The Company will disclose any committee
assignments, once determined, in an amendment to this Current Report on
Form 8-K.
Ms. L'Helias, Mr. Jones and Mr. Mulligan will each receive the standard
compensation and indemnification applicable to all other non-employee directors.
We have described our Non-Management Director Compensation in our Proxy
Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission
(the "SEC") on March 17, 2020. The form of indemnification agreement we entered
into with each of Ms. L'Helias, Mr. Jones and Mr. Mulligan is an exhibit to
Amendment No. 4 to the Company's registration statement on Form S-1 filed on
December 2, 2004.
There is no arrangement or understanding with any of Ms. L'Helias, Mr. Jones and
Mr. Mulligan pursuant to which they were selected as directors. The Company has
not been a participant in any transaction since the beginning of its last fiscal
year, and is not a participant in any currently proposed transaction, in which
either Ms. L'Helias, Mr. Jones or Mr. Mulligan, or any member of her or his
immediate family, as the case may be, had or will have a direct or indirect
material interest.
On February 26, 2021, Board Members Michael Montelongo and Margarita
Palau-Hernandez notified the Board that they have decided to step down from the
Board at the expiration of their respective terms at the 2021 Annual General
Meeting of Shareholders on April 28, 2021 (the "2021 Annual General Meeting"),
and therefore will not stand for re-election at the 2021 Annual General Meeting.
Mr. Montelongo's and Ms. Palau-Hernandez's decision to not stand for re-election
at the 2021 Annual General Meeting was not due to any disagreement with the
Company.
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