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 1, 2020
 
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:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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 per 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 ☐
 
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. ☐

Item 5.07   Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Shareholders on May 1, 2020.  A total of 19,166,421shares (approximately 88.94%) of the issued and outstanding shares of USANA common stock were represented by proxy or in person at the meeting.  The following matters were submitted and voted upon at the Annual Meeting:


 1.
USANA shareholders voted to elect seven individuals to the Board of Directors for the succeeding year as set forth below:

Name
 
Number of
Shares For
  
Number
of Shares
Withheld
  
Number
of Shares
Abstaining
  
Broker
Non-Votes
 
 
 
 
 
 
 
 
 
Kevin G. Guest
 
17,461,603
 
362,746
 
-
 
1,342,072
Robert Anciaux
 
17,747,115
 
77,234
 
-
 
1,342,072
Gilbert A. Fuller
 
17,420,525
 
403,824
 
-
 
1,342,072
Feng Peng
 
17,651,114
 
173,235
 
-
 
1,342,072
Peggie J. Pelosi
 
17,629,216
 
195,133
 
-
 
1,342,072
Frederic Winssinger
 
17,560,154
 
264,195
 
-
 
1,342,072
Timothy E. Wood, Ph. D.
 
17,753,476
 
70,873
 
-
 
1,342,072



2.
USANA shareholders voted to ratify the Board’s selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2020 as set forth below:

Number of
Shares For
  
Number
of Shares
Against
  
Number
of Shares
Abstaining
  
Broker
Non-Votes
 
 
 
 
 
 
 
19,088,754
 
36,712
 
40,955
 
-



3.
USANA shareholders voted to approve, on an advisory basis, executive compensation as set forth below:

Number of
Shares For
 
Number
of Shares
Against
 
Number
of Shares
Abstaining
 
Broker
Non-Votes
 17,422,938
 
361,206 
 
40,205 
 
1,342,072 

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.
 
 
USANA HEALTH SCIENCES, INC.
 
 
 
 
 
By:  /s/ G. Douglas Hekking

G. Douglas Hekking, Chief Financial Officer
 
Date:  May 5, 2020