Item 2.02 Results of Operations and Financial Condition.

On May 5, 2022, Nature's Sunshine Products, Inc. (the "Company") issued a press release announcing financial results for the first quarter ended March 31, 2022. A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to this Item 2.02 and the exhibit hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and shall not be deemed to 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 filing.

The press release furnished herewith makes reference to non-GAAP financial information, which the Company's management believes assists management and investors in evaluating and comparing period-to-period results in a more meaningful and consistent manner. A reconciliation of GAAP to non-GAAP results is provided in the press release.

Item 5.07 Submission of Matters to a Vote of Security Holders

Nature's Sunshine Products, Inc. (the "Company") held its 2022 Annual Meeting of Shareholders on May 4, 2022 (the "Meeting"). The proposals voted upon at the Meeting and the final results of the shareholder vote on each proposal are set forth below. Each of the proposals is described in greater detail in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 18, 2022 (the "Proxy Statement").

(1) Election of Directors. The Company's shareholders elected all persons nominated for election as directors as set forth in the Proxy Statement to serve until the next Annual Meeting of Shareholders. The following table sets forth the vote of the shareholders at the Meeting with respect to the election of directors:



           Nominee                          For           Withheld       Broker Non-Vote
           Curtis Kopf                   10,207,211         9,381           1,733,098
           Terrence O. Moorehead         10,206,927         9,665           1,733,098
           Richard D. Moss               10,171,339        45,253           1,733,098
           Tess Roering                  10,204,417        12,175           1,733,098
           Mary Beth Springer            10,081,359        135,233          1,733,098
           Robert D. Straus              10,193,880        22,712           1,733,098
           J. Christopher Teets          10,045,398        171,194          1,733,098
           Heidi Wissmiller              10,206,660         9,932           1,733,098
           Shirley Wu                    10,126,914        89,678           1,733,098

(2) Advisory Resolution on Executive Officer Compensation. The Company's shareholders, on an advisory basis, voted to approve an advisory resolution of the compensation of the Company's named executive officers as follows:



                     For          Against        Abstain        Broker Non-Votes
                  9,853,008       335,197        28,387            1,733,098

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(3) Ratification of appointment of independent registered public accounting firm. The Company's shareholders voted upon and ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for the year ending December 31, 2022. The following table sets forth the vote of the shareholders at the Meeting with respect to the appointment of Deloitte & Touche LLP:




                              For            Against        Abstain
                           11,361,486        582,493         5,711

There were no broker non-votes in the ratification of appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for the year ending December 31, 2022.




                  Item 9.01  Financial Statements and Exhibits
Item No.                     Exhibit
       99.1                    Press release issued by the Company, dated May     5    ,
                             202    2    .

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