Herbalife Ltd., a global nutrition and direct-selling company, announced that Chairman and CEO Michael O. Johnson has established a pre-arranged personal stock trading plan to address the upcoming expiration of certain stock options and for asset allocation and estate planning purposes. The plan was adopted in accordance with guidelines specified by Rule 10b5-1 of the Securities and Exchange Act, as well as Herbalife's policies with respect to sales by officers and directors.
"The written trading plan will help minimize the market effect of stock sales by spreading them out over time," said Johnson. "I intend to exercise options and sell those number of underlying shares which will allow me to cover the applicable strike price and taxes, retain one half of the net proceeds in cash and one half of the net proceeds in Herbalife stock. I have confidence in the company's continued growth and success."
The purpose of the pre-arranged personal stock trading plan, which was discussed with and acknowledged by the Herbalife board of directors on October 29, 2009, is intended to provide Johnson, who receives a substantial portion of his compensation in the form of equity awards, with the ability to exercise and sell certain previously granted options before such options expire in three years. This pre-arranged personal stock trading plan covers 732,370 shares out of the 2,702,054 total shares, which, under SEC rules, Johnson beneficially owns, including stock owned, stock options, stock appreciation rights, and restricted stock units.
Rule 10b5-1 permits corporate officers and directors to adopt written, pre-arranged stock trading plans when they do not possess material non-public information regarding the company. Transactions under this plan will be disclosed publicly through Form 144 and Form 4 filings as required by the SEC.
About Herbalife Ltd.
Herbalife Ltd., is a global network marketing company that sells weight-management, nutrition, and personal care products intended to support a healthy lifestyle. Herbalife products are sold in 72 countries through a network of approximately 1.9 million independent distributors. The company supports the Herbalife Family Foundation and its Casa Herbalife program to help bring good nutrition to children. Herbalife's Web site contains a significant amount of information about Herbalife, including financial and other information for investors at http://ir.herbalife.com. The company encourages investors to visit its Web site from time to time, as information is updated and new information is posted.
Disclosure Regarding Forward-Looking Statements
This document contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities laws, including any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words "may," "will," "estimate," "intend," "continue," "believe," "expect" or "anticipate" and any other similar words.
Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed or incorporated by reference in our filings with the Securities and Exchange Commission. Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in our forward-looking statements include, among others, the following:
-- our relationship with, and our ability to influence the actions of, our distributors;
-- adverse publicity associated with our products or network marketing organization;
-- uncertainties relating to interpretation and enforcement of recently enacted legislation in China governing direct selling;
-- our inability to obtain the necessary licenses to expand our direct selling business in China;
-- adverse changes in the Chinese economy, Chinese legal system or Chinese governmental policies;
-- improper action by our employees or international distributors in violation of applicable law;
-- changing consumer preferences and demands;
-- loss or departure of any member of our senior management team which could negatively impact our distributor relations and operating results;
-- the competitive nature of our business;
-- regulatory matters governing our products, including potential governmental or regulatory actions concerning the safety or efficacy of our products, and network marketing program including the direct selling market in which we operate;
-- third party legal challenges to our network marketing program;
-- risks associated with operating internationally, including foreign exchange and devaluation risks;
-- our dependence on increased penetration of existing markets;
-- contractual limitations on our ability to expand our business;
-- our reliance on our information technology infrastructure and outside manufacturers;
-- the sufficiency of trademarks and other intellectual property rights;
-- product concentration;
-- our reliance on our management team;
-- uncertainties relating to the application of transfer pricing, duties, value added taxes, and other tax regulations, and changes thereto;
-- changes in tax laws, treaties or regulations, or their interpretation;
-- taxation relating to our distributors;
-- product liability claims;
-- any collateral impact resulting from the ongoing worldwide financial "crisis," including the availability of liquidity to us, our customers and our suppliers or the willingness of our customers to purchase products in a recessionary economic environment; and
-- whether we will purchase any of our shares in the open markets or otherwise.
We do not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.