Nu Skin Enterprises Inc.

11/01/2024 | Press release | Distributed by Public on 11/01/2024 14:06

Amendments to Bylaws Form 8 K

Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 31, 2024, the Board of Directors of Nu Skin Enterprises, Inc. (the "Company") approved and adopted the Sixth Amended and Restated Bylaws of the Company (as so amended and restated, the "Bylaws"), which became effective upon such approval and adoption. The amendments to the Bylaws, among other things:


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Update the procedural and disclosure requirements for stockholders intending to nominate director candidates or propose other business (other than proposals submitted under Rule 14a-8 under the Securities Exchange Act of 1934) at stockholder meetings, including, without limitation, to:

o
clarify that the number of nominees that a stockholder may nominate at a stockholder meeting cannot exceed the number of directors to be elected at such meeting,

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require disclosure of specific information with respect to (i) the record stockholder, (ii) any beneficial owner on whose behalf the proposal or nomination was made, and (iii) their respective affiliates and associates (each, a "Proponent"),

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require stockholder nominees to submit a D&O questionnaire and a representation and agreement with respect to, among otherings, voting commitments, compensation arrangements, compliance with the Company's policies applicable to directors,

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permit the Company to request additional information regarding the independence, background and experience of a stockholder nominee,

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require stockholders proposing business other than nominations to provide the text of the proposed business and to disclose any material interest of any Proponent in such business,

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require that the record stockholder or a qualified representative thereof attend the meeting to propose any nomination or business,

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clarify the times at which the information provided in a stockholder's notice must be updated and supplemented, and

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clarify the procedures and requirements applicable to stockholder nominations at special meetings of stockholders, and

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Implement other clarifications and technical and conforming revisions.
This description of the amendments to the Bylaws is qualified in its entirety by reference to the text of the Bylaws filed as Exhibit 3.1 to this Form 8-K.