natr-20230503

Utah

001-34483

87-0327982

(State or other jurisdiction of
incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

2901 West Bluegrass Blvd., Suite 100

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):

☐ 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))


Title of each Class	Trading Symbol	Name of each exchange on which registered
Common Stock, no par value	NATR	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

On May 9, 2023, Nature’s Sunshine Products, Inc. (the “Company”) issued a press release announcing financial results for the first quarter ended March 31, 2023. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to this Item 2.02 and the exhibit hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.

The press release furnished herewith makes reference to non-GAAP financial information, which the Company's management believes assists management and investors in evaluating and comparing period-to-period results in a more meaningful and consistent manner. A reconciliation of GAAP to non-GAAP results is provided in the press release.

Nature's Sunshine Products, Inc. (the "Company") held its 2023 Annual Meeting of Shareholders on May 3, 2023 (the "Meeting"). The proposals voted upon at the Meeting and the final results of the shareholder vote on each proposal are set forth below. Each of the proposals is described in greater detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 24, 2023 (the "Proxy Statement").

(1) Election of Directors. The Company’s shareholders elected all persons nominated for election as directors as set forth in the Proxy Statement to serve until the next Annual Meeting of Shareholders. The following table sets forth the vote of the shareholders at the Meeting with respect to the election of directors:


Nominee	For	Withheld	Broker Non-Vote
Curtis Kopf	11,295,050	306,906	1,444,037
Terrence O. Moorehead	11,281,643	320,313	1,444,037
Richard D. Moss	11,299,433	302,523	1,444,037
Tess Roering	11,436,196	165,760	1,444,037
Robert D. Straus	11,279,041	322,915	1,444,037
J. Christopher Teets	10,883,272	718,684	1,444,037
Heidi Wissmiller	11,312,951	289,005	1,444,037
Rong Yang	11,564,814	37,142	1,444,037

(2) Advisory Resolution on Executive Officer Compensation. The Company’s shareholders, on an advisory basis, voted to approve an advisory resolution of the compensation of the Company’s named executive officers as follows:

(3) Ratification of appointment of independent registered public accounting firm. The Company’s shareholders voted upon and ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants for the year ending December 31, 2023. The following table sets forth the vote of the shareholders at the Meeting with respect to the appointment of Deloitte & Touche LLP:

There were no broker non-votes in the ratification of appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants for the year ending December 31, 2023.

(4) Advisory Vote on the Frequency of Future Shareholder Advisory Votes on Named Executive Officer Compensation. The Company’s shareholders voted to to hold the shareholder advisory vote on compensation of our named executive officers every year, with results as follows:



Item No.						Exhibit
99.1						Press release issued by the Company, dated May 9, 2023.
104						Cover Page Interactive Data File (embedded with the Inline XBRL document).

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.


	NATURE’S SUNSHINE PRODUCTS, INC.

Dated: May 9, 2023	By:	/s/ Nathan G. Brower
		Nathan G. Brower, Executive Vice President, General Counsel and Secretary


For	Against	Abstain	Broker Non-Votes
9,136,827	547,377	1,917,752	1,444,037


For	Against	Abstain
12,725,818	310,485	9,690


1 Year	2 Years	3 Years	Abstain
10,715,848	12,288	765,858	107,962