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 28, 2015
MANNATECH, INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Texas
000-24657
75-2508900
(State or other Jurisdiction of Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer Identification No.)

600 S. Royal Lane, Suite 200
Coppell, Texas 75019
(Address of Principal Executive Offices, including Zip Code)
 
Registrant’s Telephone Number, including Area Code: (972) 471-7400
 

(Former name or former address, if change 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:
Written communications pursuant to Rule 425 under the Securities Act (17CFR 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))
 


Item 5.07 Submission of Matters to a Vote of Security Holders
 
Mannatech, Incorporated (the “Company”) held its 2015 Annual Shareholders’ Meeting on May 28, 2015.  The Company’s shareholders considered three proposals, each of which is described in the Proxy Statement.  A total of 2,084,587 shares were represented in person or by proxy, or 77.8% of the total shares outstanding.  The final results of votes with respect to the proposals submitted for shareholder vote at the 2015 Annual Shareholders’ Meeting are set forth below.
 
Proposal 1 – Election of Directors
 
Shareholders elected Gerald E. Gilbert, Larry A. Jobe and Marlin Ray Robbins as Class I Directors.
 
Director
 
For
   
Withheld
   
Broker Non Votes
 
Gerald E. Gilbert
   
1,120,920
     
65,541
     
898,126
 
Larry A. Jobe
   
1,120,853
     
65,608
     
898,126
 
Marlin Ray Robbins
   
1,119,188
     
67,273
     
898,126
 

Proposal 2 – Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm
 
Shareholders ratified the appointment of BDO USA, LLP as the Company’s independent public accounting firm for the fiscal year ending December 31, 2015.
 
 
For
   
Against
   
Abstain
 
   
2,075,377
     
2,847
     
6,363
 

Proposal 3 – Approval, on an advisory basis, of Executive Compensation (“Say-on-Pay”)
 
Shareholders approved, on an advisory basis, executive compensation of the Company’s named executive officers.
 
 
For
   
Against
   
Abstain
   
Broker Non-Votes
 
   
1,162,973
     
20,446
     
3,042
     
898,126
 

The Company’s press release related to the foregoing event is filed as Exhibit 99.1 to the Current Report on Form 8-K and is incorporated herein by reference.
 
Item 9.01 Financial Statements and Exhibits
 
(d)
Exhibits
 
Exhibit Number
Exhibit
 
99.1*
Press Release dated May 29, 2015 entitled “Mannatech Announces Results of Annual Shareholders’ Meeting”.
 
* filed herewith.
 

SIGNATURE
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.

 
MANNATECH, INCORPORATED
 
Dated: May 29, 2015
By:
/s/ S. Mark Nicholls
 
   
S. Mark Nicholls
 
   
Chief Financial Officer
 
 

Exhibit Index
 
Exhibit Number
Exhibit
 
Press Release dated May 29, 2015 entitled “Mannatech Announces Results of Annual Shareholders’ Meeting”.

* filed herewith.