Herbalife Ltd. Reports Board and Executive Changes
Ticker: HLF · Form: 8-K · Filed: Feb 12, 2025 · CIK: 1180262
| Field | Detail |
|---|---|
| Company | Herbalife LTD. (HLF) |
| Form Type | 8-K |
| Filed Date | Feb 12, 2025 |
| Risk Level | low |
| Pages | 4 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.0005, $1,280,000, $1,920,000, $8,000,000, $500,000 b |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, executive-compensation, board-changes
Related Tickers: HLF
TL;DR
Herbalife's board and exec comp saw changes on Feb 6, 2025.
AI Summary
Herbalife Ltd. announced on February 6, 2025, changes in its board of directors and executive compensation. The filing details the departure of certain officers and directors, the election of new directors, and updates to compensatory arrangements for key personnel. Specific names and dollar amounts related to these changes are not detailed in the provided excerpt.
Why It Matters
Changes in a company's board and executive compensation can signal shifts in strategy, governance, or financial outlook, impacting investor confidence and future performance.
Risk Assessment
Risk Level: low — The filing is a routine 8-K reporting changes in directors and officers, which is common and typically does not indicate significant immediate risk.
Key Players & Entities
- Herbalife Ltd. (company) — Registrant
- February 6, 2025 (date) — Date of earliest event reported
- Cayman Islands (location) — State of Incorporation
FAQ
What specific items are being reported in this 8-K filing?
This 8-K filing reports on the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements of certain officers.
What is the date of the earliest event reported in this filing?
The date of the earliest event reported is February 6, 2025.
What is the exact name of the registrant as specified in its charter?
The exact name of the registrant is Herbalife Ltd.
In which state or jurisdiction was Herbalife Ltd. incorporated?
Herbalife Ltd. was incorporated in the Cayman Islands.
What is the SEC file number for Herbalife Ltd.?
The SEC file number for Herbalife Ltd. is 001-32381.
Filing Stats: 1,055 words · 4 min read · ~4 pages · Grade level 13.2 · Accepted 2025-02-12 16:05:11
Key Financial Figures
- $0.0005 — h registered Common Shares, par value $0.0005 per share HLF New York Stock Exchan
- $1,280,000 — ement include (i) annual base salary of $1,280,000, (ii) eligibility for an annual bonus t
- $1,920,000 — ibility for an annual bonus targeted at $1,920,000 (with a maximum bonus of 300% of salary
- $8,000,000 — having a grant date fair value equal to $8,000,000 (the "Equity Awards"). Pursuant to the
- $500,000 b — d by the Company, subject to a limit of $500,000 based on the incremental cost to the Comp
Filing Documents
- ea0230540-8k_herbalife.htm (8-K) — 29KB
- 0001213900-25-012882.txt ( ) — 198KB
- hlf-20250206.xsd (EX-101.SCH) — 3KB
- hlf-20250206_lab.xml (EX-101.LAB) — 33KB
- hlf-20250206_pre.xml (EX-101.PRE) — 22KB
- ea0230540-8k_herbalife_htm.xml (XML) — 3KB
02. Departure of Directors or Certain Officers; Election
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 6, 2025, Herbalife Ltd. (the "Company") and Herbalife International America, Inc. entered into a new employment agreement with Michael O. Johnson pursuant to which he will continue to serve as the Company's Chief Executive Officer (the "CEO Employment Agreement"). The CEO Employment Agreement has a term through December 31, 2025. The payments and benefits to which Mr. Johnson is entitled under the CEO Employment Agreement include (i) annual base salary of $1,280,000, (ii) eligibility for an annual bonus targeted at $1,920,000 (with a maximum bonus of 300% of salary), and (iii) an equity incentive award having a grant date fair value equal to $8,000,000 (the "Equity Awards"). Pursuant to the CEO Employment Agreement, the Equity Awards will be the same type and mix (if any) of equity incentive awards as those granted to the Company's Executive Vice Presidents for fiscal year 2025 under the Company's Amended and Restated 2023 Stock Incentive Plan, as amended from time to time (the "Plan"). In addition, Mr. Johnson shall be entitled to personal use of private aircraft paid by the Company, subject to a limit of $500,000 based on the incremental cost to the Company of such use. The Equity Awards will vest, subject to continued service through the applicable vesting date as an employee and/or member of the Board of Directors of the Company (the "Board"), in two installments, 50% on the first anniversary of the date on which they are granted (the "Grant Date"), and 50% on the earlier of January 1, 2027, or the date, in 2026, on which a new non-interim Chief Executive Officer commences employment with the Company. If Stock Appreciation Rights ("SARs") are granted as part of the Equity Awards, the SARs will remain outstanding for the full ten-year term unless Mr. Johnson's employment is terminated for "cau
SIGNATURES
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. Herbalife Ltd. February 12, 2025 By: /s/ HENRY C. WANG Name: Henry C. Wang Title: Chief Legal Officer and Corporate Secretary 2