マナテックの適時開示・総会結果

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): June 4, 2025

MANNATECH, INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

Texas

000-24657

75-2508900

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1410 Lakeside Parkway, Suite 200

Flower Mound, Texas 75028

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: (972) 471-7400

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

[ ] 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,	par value $0.0001 per share	MTEX	The Nasdaq Stock Market LLC

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

Mannatech, Incorporated (the “Company”) held its 2025 Annual Shareholders’ Meeting (the "Meeting") on June 3, 2025. The Company’s shareholders considered four proposals, each of which were described in the Proxy Statement. A total of 1,478,342 shares were represented in person or by proxy at the Meeting, or approximately 77.8% of the total shares outstanding. The final results of votes with respect to the proposals submitted for shareholder vote at the Meeting are set forth below.

Proposal 1 - Election of Directors

Shareholders elected J. Stanley Fredrick and Tyler J. Rameson as Class II directors.


Director	For	Withheld	Broker Non-Votes
J. Stanley Fredrick	996,410	59,239	422,693
Tyler J. Rameson	985,671	69,978	422,693

Proposal 2 - Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm

Shareholders ratified the appointment of BDO USA, P.C. as the Company’s independent public accounting firm for the fiscal year ending December 31, 2025.


For	Against	Abstain
1,423,478	53,835	1,029

Proposal 3 - Approval, on an advisory basis, of Executive Compensation (“Say-on-Pay”)

Shareholders approved, on an advisory basis, executive compensation.


For	Against	Abstain	Broker Non-Votes
1,039,986	8,620	7,043	422,693

Proposal 4 - Approval, on an advisory basis, frequency of future votes on Executive Compensation (“Say-on-Frequency”)

Shareholders approved, on an advisory basis, executive compensation.


1 Year	2 Years	3 Years	Abstain	Broker Non-Votes
774,408	619	280,406	216	422,693

Item 9.01 Financial Statements and Exhibits


Exhibit Number			Description
99.1*			Press Release, dated June 4, 2025, titled "Mannatech Announces Results of Annual Shareholders' Meeting".

*Furnished herewith.

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.

Date: June 4, 2025


MANNATECH, INCORPORATED
By:			/s/ Landen Fredrick
			Landen Fredrick
			Chief Executive Officer

EX-99.1 2 mtexexh9912025shareholderm.htm EX-99.1 Document

Mannatech Announces Results of Annual Shareholders’ Meeting

FLOWER MOUND, Texas - June 4, 2025 - Mannatech, Incorporated (Nasdaq: MTEX) ("Mannatech"), a global health and wellness company committed to transforming lives to make a better world, announced that its shareholders passed all proposals put to a vote at Mannatech’s annual shareholder meeting (the "Meeting") held Tuesday, June 3, 2025.

Mannatech’s Chairman of the Board, J. Stanley Fredrick, chaired the Meeting, and James Clavijo, Mannatech’s Chief Financial Officer, spoke to the shareholders sharing the company’s financial results for 2024.

There were 1,900,930 outstanding shares of Mannatech’s common stock as of April 8, 2025 entitled to vote and 1,478,342 shares, or approximately 77.8% represented at the Meeting, either in person or by proxy.

The following matters were submitted and voted upon at the Meeting:

1. Mannatech shareholders voted on the election of two individuals to the Board of Directors as Class II Directors to hold office until 2028 as set forth below:


Name	Number of Shares For	Number of Shares Withheld	Broker Non-Votes
J. Stanley Fredrick	996,410	59,239	422,693
Tyler J. Rameson	985,671	69,978	422,693

2. Mannatech shareholders voted to ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ended December 31, 2025 as set forth below:


Number of Shares For	Number of Shares Against	Number of Shares Abstaining
1,423,478	53,835	1,029

3. Mannatech shareholders approved, on an advisory basis, the compensation of Mannatech’s named executive officers as set forth below:


Number of Shares For	Number of Shares Against	Number of Shares Abstaining	Broker Non-Votes
1,039,986	8,620	7,043	422,693

4. Mannatech shareholders approved, on an advisory basis, the frequency of future votes on compensation of Mannatech’s named executive officers as set forth below:


1 Year	2 Years	3 Years	Abstain	Broker Non-Votes
774,408	619	280,406	216	422,693

To begin improving your life and the lives of those around you, please visit Mannatech.com.

About Mannatech

Mannatech, Incorporated, is committed to transforming lives through the development, marketing, and sales of high-quality, proprietary nutritional supplements, topical and skin care and anti-aging products, and weight-management products distributed through its global network of independent associates and members.

The company has been operating for more than 25 years of experience with operations in 25 markets^. For more information, visit Mannatech.com.

^Mannatech operates in China under a cross-border e-commerce platform that is separate from its network marketing model.

Please Note: This release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by use of phrases or terminology such as “may,” “will,” “should,” "hope," “could,” “would,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “approximates,” “predicts,” “projects,” “potential,” and “continues” or other similar words or the negative of such terminology. Similarly, descriptions of Mannatech’s objectives, strategies, plans, goals or targets contained herein are also considered forward-looking statements. Mannatech believes this release should be read in conjunction with all of its filings with the United States Securities and Exchange Commission and cautions its readers that these forward-looking statements are subject to certain events, risks, uncertainties, and other factors. Some of these factors include, among others, Mannatech’s inability to attract and retain associates and members, increases in competition, litigation, regulatory changes, and its planned growth into new international markets. Although Mannatech believes that the expectations, statements, and assumptions reflected in these forward-looking statements are reasonable, it cautions readers to always consider all of the risk factors and any other cautionary statements carefully in evaluating each forward-looking statement in this release, as well as those set forth in its latest Annual Report on Form 10-K, and other filings filed with the United States Securities and Exchange Commission, including its current reports on Form 8-K. All of the forward-looking statements contained herein speak only as of the date of this release.

Investor Relations Contact Information:

Erin K. Barta

General Counsel and Corporate Secretary

972-471-7742

ir@mannatech.com