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): April 23, 2025

Herbalife Ltd.

(Exact Name of Registrant as Specified in Charter)

Cayman Islands

1-32381

98-0377871

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

P.O. Box 309, Ugland House

Grand Cayman

Cayman Islands

KY1-1104

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: c/o (213) 745-0500

Not Applicable

(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:

☐

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 Shares, par value $0.0005 per share

HLF

New York Stock Exchange

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.

On April 23, 2025, Herbalife Ltd. (the “Company”) held its 2025 annual general meeting of shareholders. The Company’s shareholders voted on the three proposals presented at the meeting, as set forth below.

Proposal 1: Election of Directors.

Eleven board nominees for director were elected by a majority of the votes cast with respect to each nominee to serve until the 2026 annual general meeting of shareholders of the Company or until their successors are duly elected and qualified. The voting results are as follows:

Name of Nominee	For		Against		Abstain		Broker Non-votes
Michael O. Johnson		67,149,431		1,487,558		257,797		14,220,650
Richard H. Carmona		61,261,820		7,362,347		270,619		14,220,650
Lynda Cloud		68,414,907		161,426		318,453		14,220,650
Celine Del Genes		67,657,556		919,354		317,876		14,220,650
Sophie L’Hélias		67,875,705		698,130		320,951		14,220,650
Michael J. Levitt		68,183,951		438,962		271,873		14,220,650
Rodica Macadrai		68,154,870		470,689		269,227		14,220,650
Juan Miguel Mendoza		68,141,724		491,699		261,363		14,220,650
Perkins Miller		68,110,293		465,233		319,260		14,220,650
Don Mulligan		67,710,010		866,266		318,510		14,220,650
Maria Otero		67,202,929		1,352,057		339,800		14,220,650

Proposal 2: Approve, on an advisory basis, the compensation of the Company’s named executive officers.

The advisory resolution to approve the compensation of the named executive officers was approved. The voting results are as follows:

For		Against		Abstain		Broker Non-votes
35,330,716		33,240,395		323,675		14,220,650

Proposal 3: Ratify, on an advisory basis, the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2025.

The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2025 was ratified. The voting results are as follows:

For		Against		Abstain		Broker Non-votes
80,402,933		2,445,109		267,394		——

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Herbalife Ltd.

April 25, 2025	By:	/s/ Henry C. Wang
	Name:	Henry C. Wang
	Title:	Chief Legal Officer and Corporate Secretary