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Utah
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001-35024
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87-0500306
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(State or other jurisdiction of
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(Commission
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(I.R.S. Employer
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incorporation or organization)
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File Number)
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Identification No.)
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3838 West Parkway Boulevard
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Salt Lake City, Utah
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84120
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(Address of principal executive offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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1.
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Section 2.02 Special Meetings, of Article II Shareholders, was amended to clarify the circumstances in which a special meeting may be called and the date and time for holding a special
meeting, as well as a provision that a special meeting shall not be held if an annual meeting or special meeting of the shareholders has been called or is called within 90 days of receipt of a request for a special meeting and the
business of such meeting includes the business specified in the request, the business stated in the request is not a proper subject for shareholder action under applicable law, an identical or substantially similar item (as defined in the
bylaws) was presented at any meeting of shareholders held within 120 days prior to receipt of the request for the special meeting, or the request for special meeting was made in violation of applicable law, including the rules and
regulations of the Securities Exchange Act of 1934, as amended.
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2.
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Section 2.10 Organization, was added,
detailing procedures for the handling of meetings of shareholders.
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3.
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Sections 2.03 Place of Meetings, 2.04 Adjournments, 2.05 Notice of Meetings, 2.07 Record Date, and 2.08 Shareholder List, were amended
to update the content and the process reflected in each of these sections and, in some cases, to reorganize and combine information previously contained in corresponding sections of the bylaws.
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4.
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Section 2.11 Proxies was also updated to
reflect electronic transmission of notice, proxies and voting information that is common practice today.
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5.
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Changes were made to Article III – Board of Directors,
particularly Section 3.02 Number, Tenure and Qualifications, which increases the maximum number of directors from nine to twelve, and also adopts
a “plurality, plus” standard for the election of directors in uncontested elections, requiring any incumbent director nominee who receives a greater number of “withheld” votes than “for” votes to tender their resignation, and the
remaining members of the Board to determine whether to accept the resignation, at the next regularly scheduled meeting of the Board, and to publicly announce its decision following such meeting. However, in the event of a contested
election - an election in which the number of candidates for election as director exceeds the number of directors to be elected - directors will continue to be elected by a plurality of the votes cast at any meeting for the election of
directors at which a quorum is present.
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6.
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Sections 3.04 Resignation and 3.05 Removal were also revised to reflect the effects of the “plurality, plus” standard on these processes.
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7.
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Section 3.06 Fees and Expenses is the name
of the former “Compensation” section and has been updated to reflect the standard for establishing director compensation by the Board of Directors or a committee of the Board of Directors.
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8.
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Sections 3.08 Special Meetings, 3.09 Telephone Meetings, 3.10 Adjourned Meetings, 3.11 Notices, 3.12 Waiver of Notice, 3.15 Action Without a Meeting, 3.17 Committees, and 3.18 Other Committees, were updated.
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9.
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New Section 3.16 Chair of the Board was
added to reflect the practice of board leadership followed by the Company.
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10.
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Article IV Officers was updated to reflect the current practice regarding executive officers at the Company, their appointment, terms of office, removal, duties, the setting of compensation, and other related matters. |
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11.
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Article V Indemnification was updated to reflect current Utah law and to add Sections 5.05 Non-Exclusivity of Rights, Section 5.06 Other Indemnification, Section 5.07 Survival of Indemnification and Advancement of Expenses, and Section 5.08 Repeal, Amendment, or Modification which are permitted by statute. |
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12.
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Article VI Stock Certificates and Their Transfer was updated to reflect developments in stock and stock transfer practices and technology. |
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13.
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Section 7.02 Amendments was revised to add that the bylaws may be amended, altered, or repealed by the affirmative vote of the holders of at least two-thirds of the voting power of all shares of capital stock of the Company, replacing the former language that provided that shareholders “shall not make amendments” to the bylaws, rather that such amendments would be required to be contained in the Company’s Articles of Incorporation. |
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14.
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Section 7.04 Conflict with Applicable Law or Articles of Incorporation was added, to provide that the law or the Articles of Incorporation would prevail in the case in which the bylaws was in conflict with either. |
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15.
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Finally, the amendment added Section 7.05 Books and Records, providing that the Company’s books could be maintained
in electronic networks or databases to satisfy the legal requirements of applicable state law.
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USANA HEALTH SCIENCES, INC.
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Date: March 15, 2019
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By:
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/s/ Doug Hekking
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Doug Hekking, Chief Financial Officer
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