SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 23, 2015
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
P.O. Box 309GT, Ugland House, South Church
Street, Grand Cayman, Cayman Islands
|(Address of principal executive offices)||(Zip Code)|
Registrants telephone number, including area code: c/o (213) 745-0500
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 23, 2015 the Board of Directors (the Board) of Herbalife Ltd. (the Company) appointed Michael Montelongo to serve as a Class III member of the Board. Mr. Montelongo was not appointed to serve as a member of any Board committee. There was no arrangement or understanding between Mr. Montelongo and any other person pursuant to which he was appointed as a director.
In connection with his appointment, Mr. Montelongo will participate in the Companys non-management director compensation program. Under the terms of that program, as established by the Board, non-management directors receive a retainer of $85,000 per year for service on the Board, an annual equity award in the form of restricted stock units with a grant date fair value (as determined for financial reporting purposes) of $120,000, $1,500 for each Board meeting attended in person and $1,000 for each Board meeting attended telephonically.
Item 8.01 Other Events.
On April 28, 2015 the Company issued a press release announcing Mr. Montelongos appointment to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
|99.1||Press release issued by Herbalife Ltd. on April 28, 2015.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|April 28, 2015||By:|
|Name: Mark J. Friedman|
|Title: General Counsel|
|99.1||Press release issued by Herbalife Ltd. on April 28, 2015|