USANA Health Sciences (USNA) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 20, 2026, will be held virtually, with shareholders able to vote electronically using a 16-digit control number.

• Proxy materials and the 2025 Annual Report are distributed primarily via Internet to reduce costs and environmental impact.

• Shareholders of record as of March 16, 2026, are eligible to vote on key proposals including director elections, auditor ratification, and executive compensation.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of eight directors, (2) ratification of KPMG LLP as independent auditor for FY 2026, and (3) advisory approval of executive compensation (“Say on Pay”).

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be received by December 8, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Eight director nominees, including a mix of industry, financial, and sustainability expertise, are up for election for one-year terms.

• Board committees include Audit, Compensation, Governance, Risk & Nominating, and Sustainability, all comprised of independent directors.

• Lead Independent Director role is held by Mr. Fuller; CEO and Chairman roles are currently combined.

• Annual board and committee self-assessments are conducted to ensure effectiveness.

• Stock ownership requirements apply to directors and executives to align interests with shareholders.

• Clawback policy, code of ethics, and prohibition on hedging and pledging company securities are in place.