NUS Nu Skin Enterprises, Inc. - 8-K

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On May 28, 2026, at the Nu Skin Enterprises, Inc. (the “Company”) 2026 Annual Meeting of Stockholders (the “Annual Meeting”), the Company’s stockholders approved and
adopted the Company’s Amended and Restated 2024 Omnibus Incentive Plan (the “Amended and Restated Plan” or the “Plan”), which previously had been approved by the Company’s Board of Directors and its Compensation and Human Capital Committee subject to
stockholder approval.

The Amended and Restated Plan amends the prior version of the Plan primarily as follows:

1.

Share Reserve . The Plan increases the share authorization by
2,850,000 shares.

2.

Termination Date . The termination date is extended to the
tenth anniversary of the effective date of the Amended and Restated Plan, which is May 28, 2036.

The above description of the Amended and Restated Plan is qualified in its entirety by reference to the full text of the Amended and Restated Plan, which is included as
Exhibit 10.1 to this report. A more detailed summary of the Amended and Restated Plan can be found in the Company’s proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April 3, 2026.

Item 5.07

Submission of Matters to a Vote of Security Holders.

The Company’s stockholders approved the following proposals at the Annual Meeting on May 28, 2026:

•

Election of nine directors to serve until their successors are duly elected and qualified at the next annual meeting of stockholders or until their earlier death, resignation or removal;

•

Advisory approval of the Company’s executive compensation;

•

Approval of the Company’s Amended and Restated 2024 Omnibus Incentive Plan; and

•

Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.

The voting results were as follows:

For

Against

Abstain

Broker

Non-Votes

Election of Directors

Emma S. Battle

33,948,833

403,121

51,687

5,430,258

Daniel W. Campbell

33,978,430

298,746

126,465

5,430,258

Steven J. Lund

33,854,219

520,147

29,275

5,430,258

Ryan S. Napierski

34,083,028

289,928

30,685

5,430,258

Laura Nathanson

33,593,418

767,205

43,018

5,430,258

Thomas R. Pisano

34,078,549

279,972

45,120

5,430,258

James M. Winett

34,027,452

330,366

45,823

5,430,258

Edwina D. Woodbury

33,953,493

399,800

50,348

5,430,258

Mark A. Zorko

34,036,158

322,233

45,250

5,430,258

Advisory Approval of the Company’s Executive Compensation

33,111,458

1,255,101

37,082

5,430,258

Approval of the Amended and Restated 2024 Omnibus Incentive Plan

24,185,333

10,177,825

40,483

5,430,258

Ratification of PricewaterhouseCoopers LLP

38,798,633

970,082

65,184

0

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

10.1

Nu Skin Enterprises, Inc. Amended and Restated 2024 Omnibus Incentive Plan.

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Cover Page Interactive Data File (embedded within the Inline XBRL document).