🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for USANA Health Sciences. Think of it as the company's annual report card for shareholders. Before the yearly shareholder meeting, the company must send this document to explain what will be voted on, who is running the company (the board), and how much the top executives are paid. Its main job is to ask shareholders to vote on key proposals.

👉 In short: This filing is your guide to USANA's 2026 Annual Meeting. It tells you what you're voting on, who you're voting for, and gives you the info to make informed decisions.

🏢 What The Company Does

👉 In simple terms: USANA Health Sciences develops and sells high-quality nutritional supplements, personal care products, and healthy foods. They operate using a direct sales model, meaning independent "Associates" sell the products directly to consumers rather than in traditional stores.

• Industry: Health & Wellness / Direct Selling.
• Core Business: They create science-based products focused on cellular nutrition, targeting people who want to take an active role in their health.
• How They Sell: Their network of sales Associates is their primary distribution channel, which is a hallmark of the direct selling (or network marketing) industry.

🔮 What's Next: The Annual Meeting

The main event is the 2026 Annual Meeting of Shareholders, happening virtually on Wednesday, May 20, 2026, at 11:00 AM Mountain Daylight Time.

• Where: Entirely online via live webcast at www.virtualshareholdermeeting.com/USNA2026.
• Your Key: You'll need your 16-digit control number from your proxy materials to join and vote.
• Record Date: You must have been a shareholder by the close of business on March 16, 2026, to vote.
• Your Vote Matters: Whether you attend virtually or not, you can vote by Internet, phone, or mail beforehand. The company strongly encourages you to vote.

👥 The Board: Who's Running the Show?

Shareholders will vote to elect eight directors to serve one-year terms. Here are the nominees, highlighting a mix of internal expertise and external independence:

• Kevin G. Guest (Age 63): The current CEO and Chairman. He recently returned to the CEO role on January 8, 2026, after a short stint as Executive Chairman. His deep company history makes him the central leader.
• Xia Ding (Age 56): An independent director with major e-commerce and digital expertise from leadership roles at Sephora China, Nike, and JD.com. She's seen as key for USANA's digital and Asian market growth.
• John T. Fleming (Age 82): An independent director and true expert in the direct selling industry, having been an executive at Avon and publisher of Direct Selling News.
• Gilbert A. Fuller (Age 85): A long-serving independent director (since 2008) and former USANA CFO. He provides deep institutional and financial knowledge.
• Other Nominees: The board also includes experts in sustainability (Peggie Pelosi), finance (J. Scott Nixon, Frederic Winssinger), and product R&D (Timothy Wood).
• Diversity: The board notes it has 2 women and 6 men, with one member identifying as Asian and one as African American.

👉 Why it matters: The board's composition signals the company's priorities. USANA's mix emphasizes digital commerce (Ding), direct-selling channel expertise (Fleming), and long-term company knowledge (Fuller, Guest), while also maintaining financial and governance oversight.

📜 Proposal 1: Elect Directors

This is the primary vote. Shareholders will be asked to vote "FOR" or "WITHHOLD" for each of the eight director nominees listed above.

• How it works: Directors are elected by a plurality of votes (the most "FOR" votes win).
• An Important Rule: USANA has a "plurality plus" policy. If an incumbent director gets more "WITHHOLD" votes than "FOR" votes, they must tender their resignation to the board for consideration.

📜 Proposal 2: Ratify the Auditor

Shareholders are asked to ratify (approve) the selection of KPMG LLP as the company's independent accounting firm for Fiscal Year 2026.

• What it means: This is a routine "check the box" vote. Shareholders approve the auditor who will verify the company's financial statements.
• Fees: For Fiscal Year 2025, KPMG was paid $1,538,000 in audit fees and $110,000 in audit-related fees, totaling $1,648,000. No tax or other non-audit services were provided.

📜 Proposal 3: Advisory Vote on Executive Pay ("Say on Pay")

This is a non-binding, advisory vote where shareholders express their opinion on the compensation of the company's top executives (the "Named Executive Officers").

• Why it matters: While not legally required, a strong "FOR" vote is a signal that shareholders approve of the pay packages outlined in the next section. A low vote would prompt the board and compensation committee to reconsider their approach.

💰 Executive Compensation Snapshot

The filing provides a detailed "Compensation Discussion and Analysis" (CD&A) explaining the pay philosophy for top executives, which aims to tie pay to company performance and individual goals.

• CEO Pay Example: For Kevin Guest, the 2025 total compensation was reported as $5,423,703. This includes his salary, an annual cash incentive bonus, and long-term equity awards.
• Pay Structure: Executive pay is built on:
  • Base Salary: Fixed pay.
  • Short-Term Incentive: Annual cash bonus tied to company financial targets (like revenue and earnings) and individual goals.
  • Long-Term Incentive: Primarily equity awards (like stock units) that vest over several years to align executives' interests with long-term shareholder success.
• Performance Link: The CD&A emphasizes that a significant portion of executive pay is "at-risk" and performance-based. The company had a strong 2025, highlighting 13% revenue growth and 19% growth in diluted EPS.

⚖️ Big Picture: Strengths & Risks

👍 Strengths & Opportunities:

• Strong Leadership Stability: Kevin Guest's return as CEO provides experienced, continuous leadership.
• E-commerce & Digital Expertise: The board includes high-level digital commerce experience (Ding), crucial for future growth.
• Direct Selling Know-How: Deep expertise on the board (Fleming) to navigate this specific channel.
• Financial Performance: The company highlighted solid 2025 financial growth to justify its compensation plans.

⚠️ Risks & Considerations:

• Industry Scrutiny: The direct selling model is sometimes viewed with skepticism and faces regulatory scrutiny.
• Key Person Dependence: The company relies heavily on the leadership and reputation of its CEO, Kevin Guest.
• Market Competition: It operates in a highly competitive global health and wellness market.
• Governance Note: The board is relatively older, with several members over 70, which could prompt questions about refreshment.

🧠 The Analogy

Think of this proxy statement like the playbook and ballot for your favorite sports team's annual fan assembly. Before the season starts, the team ownership (the Board) tells you the game plan (the strategic priorities), asks you to approve the head coach and key players (elect directors), signs off on the stadium's accountants (ratify auditor), and lets you weigh in on whether the star quarterback's contract is fair (say on pay). Your vote is your voice in how the team is run.

🧩 Final Takeaway

The core of this filing is a routine but vital annual corporate governance exercise. Shareholders are being asked to re-approve the current board of directors, sign off on the company's auditor, and give a thumbs-up or thumbs-down on how top executives are paid. The underlying story is one of continuity, with a focus on leveraging digital and direct-selling expertise to drive future growth.