Mannatech Incorporated (MTEX) Proxy Filing summary

Executive summary

• The 2025 Annual Shareholders' Meeting will be held virtually on June 3, 2025, with shareholders able to vote and submit questions online.

• Four key proposals are up for vote: election of two Class II directors, ratification of the independent auditor, advisory vote on executive compensation, and advisory vote on the frequency of future say-on-pay votes.

• Shareholders of record as of April 8, 2025, are entitled to vote; 1,900,930 shares are outstanding.

• Proxy materials are distributed primarily online to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposal 1: Election of J. Stanley Fredrick and Tyler J. Rameson as Class II directors, with terms expiring at the 2028 meeting.

• Proposal 2: Ratification of BDO USA, P.C. as independent auditor for 2025; board recommends approval.

• Proposal 3: Advisory vote on executive compensation (say-on-pay); board recommends approval.

• Proposal 4: Advisory vote on frequency of say-on-pay votes; board recommends annual votes.

• Shareholder proposals for the 2026 meeting must be submitted by December 24, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• The board is classified into three staggered classes; four of six directors are independent.

• Board committees include Audit, Compensation and Stock Option Plan, Nominating/Governance and Compliance, and Science and Marketing.

• The board separates the roles of Chairman and CEO and emphasizes director diversity in skills and experience.

• All directors attended regular meetings in 2024; attendance at the annual meeting is encouraged.

• A Code of Ethics applies to all executive officers and directors.