mtex-20250604

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): June 4, 2025

MANNATECH, INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

Texas

000-24657

75-2508900

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1410 Lakeside Parkway, Suite 200

Flower Mound, Texas 75028

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: (972) 471-7400

(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 (see General Instruction A.2. below):

[ ] 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:


Title of each class		Trading Symbol(s)	Name of each exchange on which registered
Common Stock,	par value $0.0001 per share	MTEX	The Nasdaq Stock Market LLC

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

Mannatech, Incorporated (the “Company”) held its 2025 Annual Shareholders’ Meeting (the "Meeting") on June 3, 2025. The Company’s shareholders considered four proposals, each of which were described in the Proxy Statement. A total of 1,478,342 shares were represented in person or by proxy at the Meeting, or approximately 77.8% of the total shares outstanding. The final results of votes with respect to the proposals submitted for shareholder vote at the Meeting are set forth below.

Proposal 1 - Election of Directors

Shareholders elected J. Stanley Fredrick and Tyler J. Rameson as Class II directors.


Director	For	Withheld	Broker Non-Votes
J. Stanley Fredrick	996,410	59,239	422,693
Tyler J. Rameson	985,671	69,978	422,693

Proposal 2 - Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm

Shareholders ratified the appointment of BDO USA, P.C. as the Company’s independent public accounting firm for the fiscal year ending December 31, 2025.


For	Against	Abstain
1,423,478	53,835	1,029

Proposal 3 - Approval, on an advisory basis, of Executive Compensation (“Say-on-Pay”)

Shareholders approved, on an advisory basis, executive compensation.


For	Against	Abstain	Broker Non-Votes
1,039,986	8,620	7,043	422,693

Proposal 4 - Approval, on an advisory basis, frequency of future votes on Executive Compensation (“Say-on-Frequency”)

Shareholders approved, on an advisory basis, executive compensation.


1 Year	2 Years	3 Years	Abstain	Broker Non-Votes
774,408	619	280,406	216	422,693

Item 9.01 Financial Statements and Exhibits


Exhibit Number			Description
99.1*			Press Release, dated June 4, 2025, titled "Mannatech Announces Results of Annual Shareholders' Meeting".

*Furnished herewith.

SIGNATURES

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.

Date: June 4, 2025


MANNATECH, INCORPORATED
By:			/s/ Landen Fredrick
			Landen Fredrick
			Chief Executive Officer

Mannatech Incorporated filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits