Form 8-K












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



Herbalife Ltd.

(Exact name of registrant as specified in its charter)




Cayman Islands   1-32381   98-0377871

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

P.O. Box 309GT, Ugland House, South

Church Street, Grand Cayman, Cayman Islands

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: c/o (213) 745-0500

Not Applicable

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 5.07 Submission of Matters to a Vote of Security Holders.

Herbalife Ltd. (the “Company”) held its 2015 Annual General Meeting of Shareholders on April 23, 2015 (the “Meeting”). At the Meeting, the Company’s shareholders approved each of the matters submitted thereto for a vote, as reflected in the complete voting results set forth below. Each of the proposals is summarized in greater detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 10, 2015.


  (1) Election of Directors


     For      Withheld  

Class II Directors


Pedro Cardoso

     65,017,798         360,248   

Jonathan Chrisotodoro

     64,058,680         1,319,366   

Keith Cozza

     64,801,967         576,079   

James L. Nelson

     65,202,517         175,529   


  (2) Approval, on an Advisory basis, of the Company’s Executive Compensation


For    Against    Abstain


   1,236,941    564,682


  (3) Ratification of the Company’s Independent Registered Public Accountants for Fiscal 2015


For    Against


   226,948    233,292


  (4) Approval of an amendment to the Company’s Amended and Restated Memorandum and Articles of Association to Provide for Majority Voting in Uncontested Director Elections


For    Against


   55,646    54,691

There were 11,207,455 broker non-votes in the election of directors and with respect to the advisory vote on the Company’s executive compensation and the proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association.


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.


Herbalife Ltd.
April 29, 2015 By: /s/ Mark J. Friedman
Name: Mark Friedman
Title:   General Counsel