USANA Health Sciences Announces Director Changes and Executive Compensation

TL;DR

USANA shakes up board with new director, exec comp details out.

AI Summary

On May 19, 2025, USANA Health Sciences, Inc. filed an 8-K report detailing several key events. The company announced the departure of Director David L. Hood and the election of new Director Mark W. Wilson. Additionally, the filing covers the appointment of new officers and details compensatory arrangements for certain executives. It also addresses matters submitted to a vote of security holders and other events.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in directorship and executive compensation can introduce uncertainty regarding future strategic direction and leadership stability.

Key Players & Entities

• USANA Health Sciences, Inc. (company) — Registrant
• David L. Hood (person) — Departing Director
• Mark W. Wilson (person) — Newly Elected Director
• May 19, 2025 (date) — Date of Earliest Event Reported

FAQ

From the Filing

0000896264-25-000144.txt : 20250520 0000896264-25-000144.hdr.sgml : 20250520 20250519182527 ACCESSION NUMBER: 0000896264-25-000144 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 16 CONFORMED PERIOD OF REPORT: 20250519 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events FILED AS OF DATE: 20250520 DATE AS OF CHANGE: 20250519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USANA HEALTH SCIENCES INC CENTRAL INDEX KEY: 0000896264 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] ORGANIZATION NAME: 03 Life Sciences EIN: 870500306 STATE OF INCORPORATION: UT FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35024 FILM NUMBER: 25965486 BUSINESS ADDRESS: STREET 1: 3838 WEST PARKWAY BLVD. CITY: SALT LAKE CITY STATE: UT ZIP: 84120-6336 BUSINESS PHONE: 8019547100 MAIL ADDRESS: STREET 1: 3838 WEST PARKWAY BLVD. STREET 2: 3838 WEST PARKWAY BLVD. CITY: SALT LAKE CITY STATE: UT ZIP: 84120-6336 FORMER COMPANY: FORMER CONFORMED NAME: USANA INC DATE OF NAME CHANGE: 19930125 8-K 1 usna-20250519.htm 8-K usna-20250519 FALSE 0000896264 0000896264 2025-05-19 2025-05-19 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________________ FORM 8-K _____________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 19, 2025 USANA HEALTH SCIENCES, INC. (Exact name of registrant as specified in its charter) Utah (State or other jurisdiction of incorporation) 001-35024 87-0500306 (Commission File No.) (IRS Employer Identification No.) 3838 West Parkway Boulevard Salt Lake City , Utah 84120 (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: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.001 par value per share USNA New York Stock Exchange 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 o 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. o Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As reported in Item 5.07 below, at the Annual Meeting the shareholders of USANA Health Sciences, Inc. (the “Company”) voted to approve the USANA Health Sciences, Inc. 2025 Equity Incentive Plan (the “2025 Equity Incentive Plan”), which had previously been approved by the Board of Directors of the Company (the “Board”) on March 27, 2025, subject to approval by the Company’s shareholders. A description of the material terms of the 2025 Equity Incentive Plan is included in th