Nature's Sunshine Products, Inc. (NATR) Earnings Call Transcript & Summary

Greetings, and welcome to the Nature's Sunshine Products Annual Meeting of Shareholders. All participants are in a listen-only mode, and this conference is being recorded. I would now like to turn the conference over to your host, Terrence Moorehead, President and Chief Executive Officer. Thank you, Mr. Moorehead, you have the floor.

Hello, everyone. My name is Terrence Moorehead. I'm the President and Chief Executive Officer of Nature's Sunshine Products Inc. As it's just after 10 a.m, I hereby call this annual meeting to order. I will be presiding over this meeting and acting as Chairman of the Meeting. I would like to extend a warm welcome to you, our shareholders and invited guests, and thank you for your attendance today. Thank you to those who have joined us on this meeting by phone as well. We're taking several precautions to ensure the continued health and safety of those participating in this meeting today. I would like to note that the following directors have joined us by telephone: Bob Mercer, Rick Moss, Mary Beth Springer, Robert Straus, Chris Teets, Jeff Watkins and Lily Zou. Mr. Nate Brower, Executive Vice President and General Counsel and Corporate Secretary, will act as Secretary for this meeting. Now if you have not yet received copies of the agenda or the rules of procedure for the meeting, please raise your hand, and copies will be brought to you. There are several items [indiscernible] on today's agenda. And to keep the meeting moving forward, as much as possible, please hold all your questions until our annual meeting is adjourned. We will now move on to the appointment of the Inspector of Election. Pursuant to the authorization by the Board of Directors of the company, I hereby appoint Mr. Brower to act as Inspector of Election at this meeting, and he has presented me with his oath of office, which I direct to be filed with the records of the company. If any shareholders at this meeting holding the proxy vote has not already done so, would you please file the proxy with the Inspector of Election. If any shareholder is present, who desires to vote in person, the Inspector of Election will provide you with a ballot. Now I would like to call upon Mr. Brower to report upon notice to shareholders and the list of shareholders.

Thank you. I have before me an affidavit stating that a notice of Internet availability of proxy materials was mailed to our shareholders beginning on March 27, 2020, in accordance with applicable federal and state laws, and that the company has provided shareholders with access to the notice of annual meeting of shareholders, the proxy statement, a form of proxy, and the 2020 annual report of Nature's Sunshine Products Inc. I also present a complete list of the holders of record of the company's common stock as of start of business on the record date, which was February 25, 2020. This is also certified by American Stock Transfer & Trust Company, the company's transfer agent, which indicates the address of each shareholder and the number of shares registered in the name of each shareholder. Thank you.

I direct the notice of annual meeting to our shareholders and proxy statement, the form of proxy and the affidavit of the meeting of the same to be filed within the -- at the annual meeting and that the list of shareholders be filed with the record the company. Now I would like to call up on Mr. Brower to report upon the number of shares represented at this meeting, in person and proxy.

While at the close of business on February 25, 2020, the record date for the annual meeting of shareholders, there were outstanding and entitled to vote after this annual meeting, an aggregate of 19,455,194 shares of common stock. As I showed [indiscernible] present here today in person or a proxy, categories of a majority of the shares of common stock outstanding and entitled to vote at this meeting.

Okay. So I hereby declare that we have a quorum and the annual meeting is duly convened and competent to proceed with the transaction of business. We will now turn to the matters to be voted on by the shareholders. In order to simplify the vote tabulation, we ask all of you who plan to vote in person at this meeting to execute a ballot. The [indiscernible] present, who have not even submitted a proxy or a ballot and wishes to vote at the meeting, will they please make themselves known to the Secretary at this time. If you have already delivered this proxy to the company and you do not wish to change your vote, please do not complete any ballots at this time. However, if you wish to revoke your proxy regarding any of the items, you may do so by voting at this meeting by ballot and indicating at the bottom of the ballot that the ballot revokes your proxy. All shareholders of proxies who desire to speak at the meeting, upon being recognized by me, are requested to give their name, and state whether they're a shareholder or a proxy. Proxies are requested to give the names of their principals. We will now address the items that was set forth in the notice of annual meeting of shareholders and proxy statement provided to shareholders. Discussion regarding the proposal and the actual vote on each item would be deferred until all of the matters to be acted upon have been so moved and seconded. The first order of business is proposal 1 in the notice. The election of 8 directors to the company's Board of Directors, each of whom is named in the proxy statement as a nominee for election. I call upon Joseph Baty to make the nominations for the directors of the company.

I thereby make the motion for the nomination and election of: Bob Mercer, Terrence Moorehead, Rick Moss, Mary Beth Springer, Rob Straus, Chris Teets, Jeff Watkins and Lily Zou as directors to the Board of Directors of the company, each for a term of 1 year, to hold office until the end of April '21 and until their respective successors are elected and qualified.

Is there a second?

I second the motion.

We have received no other proper nominations, pursuant to our bylaws. Accordingly, there being no further nominations, I declare the nominations closed. The next matter being submitted to the shareholders for action is proposal 2 in the notice, the ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. An explanation of this proposal is contained in the proxy statement for this meeting. Can anyone move to submit proposal 2 to a vote by shareholders.

I so move.

Does anybody second the motion?

I second the motion.

The matter being submitted to the shareholders for action -- the final matter is being submitted to the shareholders for action is proposal 3 in the notice. An advisory resolution to approve the compensation of the company's named executive officers. An explanation of this proposal is contained in the proxy statement of this meeting. Does anyone move to submit proposal 3 to a vote by shareholders.

I so move.

Does anybody second the motion?

I second the motion.

Thank you. Each of the proposals set forth in the notice to be acted upon at this meeting have now been moved and seconded. As no other proposals have been properly brought before the meeting, I declare the proposals closed. The matters set forth in proposals 1 through 3 are now open for discussion. Are there any questions or comments concerning any of these proposals? There being no comments, the poll for each matter to be voted on at this meeting are open at this time and the vote of the shareholders to be taken on proposals 1 through 3, as specified in the notice of the meeting. If you are voting by ballot, please mark your ballot at this time and indicate to Mr. Brower when you are done. [Voting]

Okay? Mr. Brower, as the Inspector of Elections, would you please proceed to collect all of the ballots, tabulate the results of the voting and record the certification of the result, so that the report of the voting may be included in the minutes of meeting. So Mr. Brower, would you please give us the preliminary results of the vote tabulation with respect to proposal 1, the election of 9 directors?

Yes. Mr. Moorehead, we have tabulated the votes casted prior to the election of directors. And any of the shareholders present or represented at the meeting have cast a majority of the votes for each with director nominees listed in the proxy statement.

I hereby declare that Bob Mercer, Terrence Moorehead, Rick Moss, Mary Beth Springer, Rob Straus, Chris Teets, Jeff Watkins and Lily Zou have been duly elected directors of the company, each term shall expire at the annual meeting of Shareholders in 2021, and until a list of respective successor is duly elected and qualified. Mr. Brower, would you please give us the results of the vote tabulation with respect to the other proposals.

Yes. Mr. Moorehead, the directors of at least the majority of the outstanding shares of the company's common stock, voting in person or by proxy, voted for each of proposals 2 and 3.

I hereby declare that each of the matters set forth in proposal 2 and 3 has duly been approved having received the approval of the requisite votes of holders of shares of common stock, voting in person or by proxy at this meeting. In order to -- I order that are the certificate of the Inspector of the Elections be filed with the minutes of the annual meeting. As there appear to be no further business to come before this meeting, I now entertain a motion to adjourn.

Mr. Moorehead, I hereby move that the annual meeting be adjourned.

May I have a second?

I second the motion.

All in favor?

Aye.

So this meeting is adjourned, and thank you very much for attending.

This does conclude today's conference. Thank you for your participation. You may now disconnect.