Item 1.01. Entry into a Material Definitive Agreement.
On November 4, 2020, in connection with Herbalife Nutrition Ltd.'s (the
"Company's") announcement of a distribution of warrants pro rata to all of its
shareholders, the Company entered into an agreement (the "Letter Agreement")
with respect to the Second Amended and Restated Support Agreement dated July 15,
2016, with Carl C. Icahn, Icahn Partners LP, Icahn Partners Master Fund LP,
Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn
Enterprises Holdings L.P., Icahn Enterprises G.P. Inc. and Beckton Corp. A copy
of the Letter Agreement is filed herewith and is incorporated herein by
reference.
Item 2.02. Results of Operations and Financial Condition.
On November 5, 2020, the Company issued a press release announcing its financial
results for its fiscal quarter ended September 30, 2020. A copy of the press
release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information contained in this Item 2.02 and Exhibit 99.1 attached to this
report shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section and shall not be incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such a filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 4, 2020, the Company's Board of Directors appointed Alexander
Amezquita, currently Senior Vice President, Finance, Strategy and Investor
Relations, as the Company's Chief Financial Officer, effective November 9, 2020
(the "Effective Date"). Mr. Amezquita will be succeeding Shin-Shing Bosco Chiu,
currently Chief Financial Officer, who will transition to a newly-created
position as the Company's Chief Risk Officer on the Effective Date.
Mr. Amezquita, 47, has served as the Company's Senior Vice President, Finance,
Strategy and Investor Relations since November 2018. From October 2017 to
November 2018, Mr. Amezquita was the Senior Vice President, Finance and
Strategic Planning. Prior to joining the Company in October 2017, Mr. Amezquita
was Senior Vice President at Moelis and Company from August 2012 to October
2017. Mr. Amezquita holds an MBA in finance from the Wharton School at the
University of Pennsylvania, and a Master and Bachelor of Science degree in
electrical and computer engineering from Carnegie Mellon University.
Mr. Amezquita is not a party to any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
Item 8.01. Other Events.
On November 4, 2020, the Company's Board of Directors declared a pro rata
distribution of stock purchase warrants to the Company's shareholders of one
warrant for every four common shares held. Each warrant will entitle the holder
to purchase an Herbalife Nutrition common share at an exercise price of $67.50
per share. The warrants will have a seven-year term and will be exercisable only
on the expiration date. The record date for the distribution is November 16,
2020 and the distribution or payment date is December 14, 2020. The Company
expects to list the warrants on The New York Stock Exchange.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Letter Agreement, dated November 4, 2020, with respect to Second
Amended and Restated Support Agreement, dated July 15, 2016, by and among
Herbalife Nutrition Ltd., Carl C. Icahn, Icahn Partners LP, Icahn
Partners Master Fund LP, Icahn Onshore LP, Icahn Offshore LP, Icahn
Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn
Enterprises G.P. Inc. and Beckton Corp.
99.1 Press Release issued by Herbalife Nutrition Ltd. on November 5, 2020.
104 Cover Page Interactive Data File - The cover page from the Company's
Current Report on Form 8-K filed on November 5, 2020 is formatted in
Inline XBRL (included as Exhibit 101).
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