Herbalife (HLF) Proxy Filing summary

Executive summary

• The 2026 Annual General Meeting is scheduled for April 30, 2026, in Los Angeles and virtually, with shareholders able to vote online, by phone, or by mail until April 29, 2026.

• Shareholders of record as of March 9, 2026, are entitled to vote; each share equals one vote, and a majority is required for quorum and proposal approval.

• The Board recommends voting for all 11 director nominees, for the advisory approval of executive compensation, and for the ratification of PricewaterhouseCoopers LLP as auditor.

• Forward-looking statements address sustainability plans and business strategies, with risks detailed in the annual report.

Voting matters and shareholder proposals

• Three main proposals: election of 11 directors, advisory approval of executive compensation, and ratification of PwC as auditor.

• Shareholders may submit proposals or director nominations for the 2027 meeting by following specific notice and eligibility procedures.

• Board recommends voting FOR all proposals and nominees.

Board of directors and corporate governance

• All director seats are up for annual election; 11 nominees bring diverse skills, with 27% women and 27% racially/ethnically diverse.

• Majority of directors are independent per NYSE standards; two directors are top distributors and not considered independent.

• Board leadership includes a combined Chair/Executive Chairman and an independent Lead Director, with annual board and committee assessments.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Sustainability, each with defined charters and responsibilities.

• Share ownership guidelines require directors and executives to hold significant equity stakes.