UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 4, 2019
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LIFEVANTAGE CORPORATION (Exact name of registrant as specified in its charter) |
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Delaware | 001-35647 | 90-0224471 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
9785 S. Monroe Street, Suite 400, Sandy, UT 84070 | ||||
(Address of Principal Executive Offices and Zip Code) | ||||
Registrant’s telephone number, including area code: (801) 432-9000 | ||||
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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 |
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
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 o
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. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 4, 2019, the Board of Directors (the “Board”) of LifeVantage Corporation (the “Company”), based on the recommendation of the Board’s Nominating and Corporate Governance Committee, authorized and approved (i) an increase in the number of members of the Board from six to seven members, (ii) the appointment of Erin Brockovich as a member of the Board and (iii) the appointment of Ms. Brockovich to the Strategic Planning Committee, effective immediately. Ms. Brockovich’s term will expire at the fiscal 2020 annual meeting of stockholders. The Company issued a press release announcing the appointment of Ms. Brockovich. A copy of that press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.02.
The Company’s non-employee director compensation program for fiscal 2019 provides for a monthly cash retainer of $5,000 for service on the Board. Additionally, the Company’s non-employee director compensation program provides new non-employee directors an initial restricted stock award for a number of shares equal to $75,000 divided by the average closing price of the Company’s common stock for each of the ten trading days ending the day before the date such new non-employee director is first appointed to the Board. The number of shares issued under the restricted stock award to Ms. Brockovich has been pro-rated for the number of months until the expected date of the Company’s fiscal 2020 annual meeting of stockholders. This initial restricted stock award will vest in full on the one year anniversary of Ms. Brockovich’s appointment to the Board, subject to her continued service through such date.
The Company also entered into an Indemnification Agreement with Ms. Brockovich. The Indemnification Agreement provides for indemnification and advancement of litigation and other expenses to Ms. Brockovich to the fullest extent permitted by law for claims relating to her service to the Company or its subsidiaries. The Company’s form of indemnification agreement was filed with the SEC on March 13, 2018 as Exhibit 99.1 to the Company’s Current Report on Form 8-K and is incorporated herein by reference.
There are no family relationships between Ms. Brockovich and any of the Company’s directors or executive officers and Ms. Brockovich does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There were no arrangements or understandings by which Ms. Brockovich was named a director.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
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 thereunto duly authorized.
Date: | May 8, 2019 | By: | LIFEVANTAGE CORPORATION /s/ Steven R. Fife |
Name: | Steven R. Fife | ||
Title: | Chief Financial Officer | ||
LifeVantage Names Erin Brockovich to its Board
Salt Lake City, UT, May 6, 2019 - LifeVantage (Nasdaq:LFVN) announced today the appointment of Erin Brockovich to its Board of Directors.
“We are thrilled with the addition of Erin Brockovich to our Board,” said LifeVantage Board of Directors Chair Garry Mauro. “She brings an uncommon blend of legal prowess and experience, health and wellness advocacy, and global voice and influence. Her passion, tenacity, outside-the-box thinking, and ability to move health-related issues forward will be a major boon to the company.”
Brockovich has over 35 years of diverse public health, legal, and business successes, both domestically and globally, and is one of the most requested speakers on the international lecture circuit. As President of Brockovich Research & Consulting, she is currently doing consulting work for three national law firms, involved in numerous environmental projects worldwide, and writing her fourth book scheduled for release next spring.
Raised in a family of athletes and nutrition advocates, she has a deep-rooted passion for health and nutrition and has spent the better part of the past two decades sharing that passion on a global stage. Brockovich became a strong advocate of dietary supplements in particular following an automobile accident that resulted in a serious back injury.
“I am proud to join the LifeVantage family in this capacity at this important time in the company’s history,” Brockovich said. “This is a company I have admired at arm’s length for some time. It’s a company with strong momentum - not just in the U.S. - but globally. In today’s world, actively managing our health has never been so vital. By the same token, it’s never been so easy and accessible. LifeVantage is helping people from every walk of life better manage and optimize their health, and I’m excited to be the newest member of the LifeVantage biohacker community.”
In addition to health and wellness, Brockovich is equally passionate about improving water supply standards worldwide. Her iconic legal battle with the energy industry over ground water contamination was portrayed in the 2000 Academy Award-winning biographical film that bears her name. She has requests for her help with water supply issues in every state in the U.S., Australia, and other international hot spots. She is currently working on cases in California, Texas, Florida, Michigan, Illinois, and Missouri.
Born and raised in Kansas, Brockovich has been awarded myriad health and wellness honors and distinctions over the course of her career, including Harvard School of Public Health’s highest award, the Julius Richmond Award. She has also received an honorary juris doctorate from Lewis and Clark and an honorary doctor of humane letters degree from Loyola Marymount University.
Brockovich currently resides in Southern California and has 3 children and 4 grandchildren.
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About LifeVantage
LifeVantage Corporation (Nasdaq: LFVN) is a pioneer in Nutrigenomics - a new science dedicated to biohacking the human aging code. The Company engages in the identification, research, development, and distribution of advanced nutrigenomic dietary supplements and skin and hair care products, including its scientifically-validated Protandim® product line, Omega+ and ProBio dietary supplements, its TrueScience® line of Nrf2-infused skin and hair care products, Petandim™ for Dogs, Axio® Smart Energy Drink mixes, and the PhysIQ™ Smart Weight Management System. LifeVantage was founded in 2003 and is headquartered in Salt Lake City, Utah. For more information, visit www.lifevantage.com.
Forward Looking Statements
This document contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words and expressions reflecting optimism, satisfaction or disappointment with current prospects, as well as words such as "believe", "hopes", "intends", "estimates", "expects", "projects", "plans", "anticipates", "look forward to", "goal", "may be", and variations thereof, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Examples of forward-looking statements include, but are not limited to, statements we make regarding our future
growth and projected success in certain markets. Such forward-looking statements are not guarantees of performance and the Company's actual results could differ materially from those contained in such statements. These forward-looking statements are based on the Company's current expectations and beliefs concerning future events affecting the Company and involve known and unknown risks and uncertainties that may cause the Company's actual results or outcomes to be materially different from those anticipated and discussed herein. These risks and uncertainties include, among others, those discussed in greater detail in the Company's Annual Report on Form 10-K and the Company's Quarterly Report on Form 10-Q under the caption "Risk Factors," and in other documents filed by the Company from time to time with the Securities and Exchange Commission. The Company cautions investors not to place undue reliance on the forward-looking statements contained in this document. All forward-looking statements are based on information currently available to the Company on the date hereof, and the Company undertakes no obligation to revise or update these forward-looking statements to reflect events or circumstances after the date of this document, except as required by law.
Investor Relations Contact: | Media Relations Contact: | |
Scott Van Winkle | Chris Taylor | |
Managing Director, ICR | Director of Communications, LifeVantage | |
(617) 956-6736 | (801) 432-9170 | |
scott.vanwinkle@icrinc.com | chtaylor@lifevantage.com | |