lfvn-20231106

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

FORM 8-K

______________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 2023

______________________________

LIFEVANTAGE CORPORATION

(Exact name of registrant as specified in its charter)

______________________________

Delaware

001-35647

90-0224471

(State or other jurisdiction of
incorporation or organization)

(Commission File Number)

(IRS Employer
Identification No.)

3300 Triumph Blvd., Suite 700

Lehi, Utah 84043

(Address of principal executive offices, including zip code)

(801) 432-9000

(Registrant's telephone number)

_____________________________

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))

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, par value $0.0001

LFVN

The Nasdaq Stock Market LLC

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

LifeVantage Corporation (the “Company”) held its fiscal year 2024 annual meeting of stockholders on November 6, 2023 (the “Annual Meeting”). The proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on September 22, 2023.

Set forth below are the proposals voted upon at the Annual Meeting, and the estimated preliminary voting results received from First Coast Results, Inc. (the “Inspector of Election”), the independent inspector of election for the Annual Meeting, based on the information available to the Inspector of Election.

Based on the estimated preliminary voting results received from the Inspector of Election and subject to the qualifications set forth herein, of the 12,706,604 shares of the Company’s common stock outstanding as of the record date, 9,257,241 shares, or 72.85%, were represented at the Annual Meeting either in person or by proxy.

These results are preliminary only and are subject to change based on the certification of the final voting results by the Inspector of Election. The Company will file an amendment to this Current Report on Form 8-K to disclose the final voting results within four business days after receiving the Inspector of Election’s final certified report. At this time, the Company does not know when the Inspector of Election will complete its work and then be able to certify the Annual Meeting vote results. There can be no assurance that the outcome of the final results will be consistent with the outcome of the estimated preliminary vote results indicated on this Form 8-K.

The estimated preliminary tabulation from the Inspector of Election of voting results for the election of directors and other proposals presented at the Annual Meeting were as follows:

Proposal 1 – Election of Directors.

The estimated preliminary votes for each director nominee are set forth below:

Company nominees:


	For	Withhold
Mr. Michael A. Beindorff	5,829,222	3,345,850
Ms. Erin Brockovich	8,180,791	671,206
Mr. Steven R. Fife	8,236,727	615,271
Mr. Raymond B. Greer	8,170,090	681,907
Ms. Cynthia Latham	8,259,106	592,891
Mr. Darwin K. Lewis	6,081,144	3,093,928
Mr. Garry Mauro	4,614,789	4,560,287

Nominees of Bradley L. Radoff and Sudbury Capital Fund, LP, and certain of their affiliates and other participants in their proxy solicitation:
	For	Withhold
Mr. Dayton Judd	4,533,852	4,601,273
Mr. Michael Lohner	3,290,058	5,845,067
Mr. Bradley L. Radoff	3,064,056	6,071,069

Proposal 2 – Approval, on an Advisory Basis, of a Resolution Approving the Compensation of the Company’s Named Executive Officers.

The estimated preliminary votes for the approval, on an advisory basis, of a resolution approving the compensation of the Company’s named executive officers were as follows:


For	Against	Abstain
5,937,422	2,871,303	366,563

Proposal 3 – Ratification of Selection of Independent Registered Public Accounting Firm.

The estimated preliminary votes for the ratification of the selection of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2024 were as follows:


For	Against	Abstain
8,690,892	36,853	529,496

Proposal 4 – Approval of an Amendment to the Company’s 2017 Long-Term Incentive Plan.

The estimated preliminary votes to approve an amendment to the Company’s 2017 Long-Term Incentive Plan were as follows:


For	Against	Abstain
5,893,009	2,812,877	469,403

Proposal 5 – Ratification of the Adoption of the Stockholder Rights Plan between the Company and Computershare Trust Company, N.A., as Rights Agent.

The estimated preliminary votes for the ratification of the adoption of the Stockholder Rights Plan between the Company and Computershare Trust Company, N.A., as Rights Agent, were as follows:


For	Against	Abstain
4,651,264	4,120,670	403,355

SIGNATURE

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 thereunto duly authorized.



Date: November 9, 2023			LIFEVANTAGE CORPORATION By: /s/ Steven R. Fife Name: Steven R. Fife Title: President and Chief Executive Officer

Lifevantage Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders