PROPOSAL #1 – ELECTION OF DIRECTORS
As of the date of this Proxy Statement, the Company’s Board of Directors consists of eight members. During Fiscal Year 2020, Dr. Myron Wentz, our founder and former Chairman, served as director and Chairman until the 2020 Annual Shareholder Meeting in May 2020, at which time he retired as a director and Chairman and became an honorary (non-voting) Board member and Chairman Emeritus. Additionally, Mr. Feng Peng served as a director in Fiscal Year 2020 and will continue to serve as a director until the 2021 Annual Shareholder Meeting, but will not stand for reelection at the Annual Meeting in order to devote additional time to pursuing other business interests. The Board is conducting a search for a director to fill Mr. Peng’s seat and to potentially expand the Board further.
In this Proxy Statement, it is proposed that we elect seven directors to serve one-year terms until the annual meeting of shareholders in 2022, or until their successors shall have been duly elected and qualified. The nominees for director are listed in this Proxy Statement.
You may not give a proxy to vote for more than the number of nominees (seven). Unless a proxy otherwise specifies, the shares voted by such a proxy will be voted “FOR” the election of each of the seven nominees listed below.
Each of the seven nominees listed below is currently a director and member of our Board. Six of the incumbent directors nominated for reelection were elected by the shareholders at our 2020 annual meeting. In September 2020, the Board appointed Mr. John T. Fleming as a director and member of our Board, on the recommendation of the Governance, Risk & Nominating Committee of the Board. Each of the nominees listed has agreed to serve if elected, and we know of no reason why any of the nominees would not be available for election or, if elected, would not be able to serve. If any nominee is unable to serve or for good cause will not serve as a nominee at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee designated by the Board to fill the vacancy.
The Governance, Risk & Nominating Committee has determined that each nominee for election at the Annual Meeting meets the criteria set forth in its charter and in the USANA Corporate Governance Guidelines. Those guidelines direct the Committee to consider criteria such as the nominee’s independence, expertise, and experience applicable to our business, substantive knowledge of our industry, high personal and professional ethics, and their ability and willingness to devote the required time to the business of the Board and the Company. In addition, we believe that each nominee possesses the personal qualities and attributes we consider to be essential to allow the Board to fulfill its duties to our shareholders, including personal accountability, integrity, ethical leadership, and business acumen, and the ability to exercise sound and independent business judgment.
Information for each person nominated for election as a director at the Annual Meeting, including age, term of office and business experience, including directorships during the past five years, is set forth below. In addition, for each person, we have included information regarding the business or other experience, qualifications, attributes or skills that factored into the determination by the Governance, Risk & Nominating Committee and by our Board of Directors, that each of them should serve as a director of USANA. The nominees for director are Robert Anciaux, John T. Fleming, Gilbert A. Fuller, Kevin Guest, Peggie Pelosi, Frederic Winssinger, and Timothy Wood, Ph.D.
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| | | Robert Anciaux
Age: 75
Director Since: 1996 | | |
Committees: None | |
Robert Anciaux, 75, Director, Mr. Anciaux has served as a director of USANA since July 1996. From 1990 until 2019, he was the Managing Director of S.E.I. s.a., a consulting and investment management firm in Brussels, Belgium. Additionally, since 1982, Mr. Anciaux has been self-employed as a venture capitalist in Europe, investing in various commercial, industrial, and real estate venture companies. In some of these privately held companies, Mr. Anciaux also serves as a director. Mr. Anciaux received an Ingenieur Commercial degree from Ecole de Commerce Solvay