Mannatech Incorporated (MTEX) Proxy filing summary

Executive summary

• The 2026 Annual Shareholders' Meeting will be held virtually on June 2, 2026, with shareholders able to vote and submit questions online.

• Shareholders will vote on electing two Class III directors, ratifying the appointment of BDO USA, P.C. as the independent auditor, and an advisory vote on executive compensation.

• Shareholders of record as of April 6, 2026, are entitled to vote; there are 1,929,670 outstanding shares and 985 shareholders of record.

• Proxy materials are distributed primarily via internet to reduce costs and environmental impact, with paper copies available upon request.

• Forward-looking statements caution about risks and uncertainties affecting future performance.

Voting matters and shareholder proposals

• Proposal 1: Election of John A. Seifrick and Robert Toth as Class III directors, with terms expiring at the 2029 Annual Meeting.

• Proposal 2: Ratification of BDO USA, P.C. as independent auditor for fiscal year ending December 31, 2026.

• Proposal 3: Advisory vote on executive compensation (Say-on-Pay).

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be received by December 24, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board is classified into three staggered classes; four of six directors are independent.

• Board committees include Audit, Compensation and Stock Option Plan, Nominating/Governance and Compliance, and Science and Marketing.

• Directors possess diverse experience in direct selling, finance, audit, product strategy, and international markets.

• Board leadership is separated between Chairman and CEO roles.

• Directors are encouraged, but not required, to own shares equal to three times the annual retainer.