Nature's Sunshine Products (NATR) Proxy filing summary

Executive summary

• Supplement amends the proxy statement to include the 2026 Stock Incentive Plan and clarifies treatment of equity awards and plan transitions.

• No awards were made under the 2012 Plan after December 31, 2025; only outstanding awards may be added to the 2026 Plan if forfeited or reacquired.

• CEO transition in 2025 led to higher equity grants, including inducement grants for new executives.

• The 2026 Plan aims to attract and retain key personnel, aligning their interests with shareholders through stock-based incentives.

Voting matters and shareholder proposals

• Shareholder approval is sought for the 2026 Stock Incentive Plan, authorizing 1,500,000 new shares for equity awards.

• No new equity awards will be granted between the proxy filing and the annual meeting unless the plan is approved.

Board of directors and corporate governance

• The Compensation Committee administers the plan, with authority to designate participants, set award terms, and interpret the plan.

• The Board may exercise committee powers unless it would violate exchange rules.

• Non-employee director compensation is capped at $750,000 annually, with exceptions for non-executive chairs.