{"schema_version":"secwatch.filing_event.v1","accession":"0001157523-23-000682","form_type":"8-K","ticker":"HLF","cik":"0001180262","company_name":"HERBALIFE LTD.","filed_at":"2023-05-02T23:59:59+00:00","discovered_at":"2026-05-14T18:03:38.161005+00:00","generated_at":"2026-06-16T02:47:27.708845+00:00","sec_items":["1.01","2.02","5.02","5.07","7.01","9.01"],"event_type":"earnings","sentiment":"negative","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Herbalife Q1 sales down 6.3% to $1.3B, EPS $0.29; COO Schissel retiring July 1","bullets":["Net sales $1.3B, down 6.3% YoY (down 2.6% constant currency); reported net income $29.3M.","Reported diluted EPS $0.29; adjusted diluted EPS $0.54; Adj EBITDA $128.9M.","Transformation program one-time pre-tax expenses ~$27M in Q1; expects ~$35M savings in 2023, >$70M run rate by 2024.","COO Mark Schissel to retire July 1, 2023; succeeded by Frank Lamberti, Regional President of Americas.","Credit agreement amended to increase leverage covenant to 4.5x through Q4 2023, then step-down to 4.0x."],"urls":{"canonical":"https://secwatch.observer/filing/0001157523-23-000682","json":"https://secwatch.observer/filing/0001157523-23-000682.json","markdown":"https://secwatch.observer/filing/0001157523-23-000682.md","text":"https://secwatch.observer/filing/0001157523-23-000682.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1180262/000115752323000682/0001157523-23-000682-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1180262/000115752323000682/a53391576.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-16T02:47:27.708845+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"6962d52c40278688333940e73476fc84e96f7246","claim":"HERBALIFE LTD. reported first quarter ended March 31, 2023 results: revenue $1.3 billion, net income $29.3 million, EPS $0.29.","evidence_excerpt":"quarter and are on the right trajectory to see growth by the end of the year,” said Michael Johnson, Chairman and CEO of Herbalife. Highlights First quarter 2023 net sales of $1.3 billion, down 6.3% compared to first quarter 2022; on a constant currency basis 1 , net sales declined 2.6% compared to the prior year period First quarter 2023 reported net income of","evidence_source":"SEC 8-K Item 2.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1180262/000115752323000682/0001157523-23-000682-index.htm","confidence":0.95,"family_label":"Earnings Releases","details":[{"label":"Period","value":"first quarter ended March 31, 2023"},{"label":"Revenue","value":"$1.3 billion"},{"label":"Net income","value":"$29.3 million"},{"label":"EPS","value":"$0.29"},{"label":"Result","value":"reported results"}],"fact_type":"earnings_release"},{"claim_id":"36e5347eb2","claim":"Frank Lamberti was appointed as Chief Operating Officer at HERBALIFE LTD..","evidence_excerpt":"On April 27, 2023, Frank Lamberti, currently the Company’s Regional President of the Americas, was appointed to succeed Mr. Schissel as the Chief Operating Officer effective July 1, 2023.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1180262/000115752323000682/0001157523-23-000682-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chief Operating Officer"}],"fact_type":"executive_change"},{"claim_id":"37bdeb0b3d","claim":"Mark Schissel retired as Chief Operating Officer at HERBALIFE LTD..","evidence_excerpt":"On April 27, 2023, the Company’s Chief Operating Officer, Mark Schissel, gave notice of his planned retirement.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1180262/000115752323000682/0001157523-23-000682-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"retired"},{"label":"Role","value":"Chief Operating Officer"}],"fact_type":"executive_change"},{"claim_id":"576844d8b92de88a45693bae8561795576c005e8","claim":"HERBALIFE LTD. amended Sixth Amendment with Coöperatieve Rabobank U.A., New York Branch (effective 2023-04-28).","evidence_excerpt":"On April 28, 2023 (the “Amendment Effective Date”), Herbalife Ltd., a Cayman Islands exempted company incorporated with limited liability (the “Company” and, together with its subsidiaries, the “Herbalife”), HLF Financing SaRL, LLC, an indirect wholly-owned subsidiary of the Company (“HLF Financing”), Herbalife International, Inc., an indirect wholly-owned subsidiary of the Company (“HII”), and Herbalife International Luxembourg S.à R.L., an indirect wholly-owned subsidiary of the Company (“HIL” and, collectively with the Company, HLF Financing and HII, the “Borrowers”), certain subsidiaries of the Borrowers party thereto as guarantors, the lenders party thereto, and Coöperatieve Rabobank U.A., New York Branch (“Rabobank”), as administrative agent for the lenders under the term loan A facility (the “Term Loan A Facility”) and revolving credit facility (the “Revolving Credit Facility” and together with the Term Loan A Facility, the “Facilities”)), entered into a sixth amendment (the “Si","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1180262/000115752323000682/0001157523-23-000682-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"Coöperatieve Rabobank U.A., New York Branch"},{"label":"Effective","value":"2023-04-28"}],"fact_type":"material_agreement"},{"claim_id":"063f6584b8424d9ff057fb787ca02bad9c899023","claim":"HERBALIFE LTD. shareholders approved Advise as to the frequency of shareholder advisory votes on compensation of the Company's named executive officers. at the 2023-04-26 meeting.","evidence_excerpt":"Proposal 3: Advise as to the frequency of shareholder advisory votes on compensation of the Company’s named executive officers. Shareholders approved 1 year on the advisory vote as to the frequency of shareholder advisory votes on compensation of the Company’s named executive officers. The voting results are as follows: 1 year 2 years 3 years Abstain Broker Non-votes 64,052,233 10,915,848 900,338 12,882 8,061,544","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1180262/000115752323000682/0001157523-23-000682-index.htm","confidence":0.99,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-26"}],"fact_type":"shareholder_vote"},{"claim_id":"2dbcd3cf0984b51f8d4d0aa7a7462dcd206d8a1d","claim":"HERBALIFE LTD. shareholders approved Election of Directors. Ten board nominees for director were elected by a majority of the votes cast with respect to each nominee to serve until the 2024 annual general meeting of shareholders of the Company or until their successors are duly elected and qualified. at the 2023-04-26 meeting.","evidence_excerpt":"Proposal 1: Election of Directors. Ten board nominees for director were elected by a majority of the votes cast with respect to each nominee to serve until the 2024 annual general meeting of shareholders of the Company or until their successors are duly elected and qualified. The voting results are as follows: For Against Abstain Broker Non-votes Michael O. Johnson 74,724,077 1,120,324 36,900 8,061,544 Richard H. Carmona 75,089,856 752,965 38,480 8,061,544 Celine Del Genes 75,377,989 459,297 44,015 8,061,544 Stephan Paulo Gratziani 75,519,872 323,286 38,143 8,061,544 Kevin M. Jones 75,179,807 656,712 44,782 8,061,544 Sophie L’Hélias 75,459,804 377,492 44,005 8,061,544 Alan W. LeFevre 75,380,982 458,533 41,786 8,061,544 Juan Miguel Mendoza 75,314,263 529,822 37,216 8,061,544 Don Mulligan 75,186,226 649,276 45,799 8,061,544 Maria Otero 74,830,492 1,007,570 43,239 8,061,544","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1180262/000115752323000682/0001157523-23-000682-index.htm","confidence":0.99,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-26"}],"fact_type":"shareholder_vote"},{"claim_id":"408da5799b3ceffe2a59beb4f2c99d1e6b85d6fe","claim":"HERBALIFE LTD. shareholders approved Ratify, on an advisory basis, the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2023. at the 2023-04-26 meeting.","evidence_excerpt":"Proposal 6: Ratify, on an advisory basis, the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2023. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2023 was ratified. The voting results are as follows: For Against Abstain Broker Non-votes 83,688,765 223,734 30,346 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1180262/000115752323000682/0001157523-23-000682-index.htm","confidence":0.99,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-26"}],"fact_type":"shareholder_vote"},{"claim_id":"4870027e031f4108ccd6994f6a2246bf852abb4f","claim":"HERBALIFE LTD. shareholders approved Approve, on an advisory basis, the compensation of the Company's named executive officers. at the 2023-04-26 meeting.","evidence_excerpt":"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 68,148,486 7,695,289 37,526 8,061,544","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1180262/000115752323000682/0001157523-23-000682-index.htm","confidence":0.99,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-26"}],"fact_type":"shareholder_vote"},{"claim_id":"4c628a153d0a745eb61c8f6443812327fa2ef9ab","claim":"HERBALIFE LTD. shareholders approved Approve the Company's 2023 Stock Incentive Plan. at the 2023-04-26 meeting.","evidence_excerpt":"Proposal 5: Approve the Company’s 2023 Stock Incentive Plan. The Company’s 2023 Stock Incentive Plan was approved. The voting results are as follows: For Against Abstain Broker Non-votes 56,868,314 18,972,225 40,762 8,061,544","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1180262/000115752323000682/0001157523-23-000682-index.htm","confidence":0.99,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-26"}],"fact_type":"shareholder_vote"},{"claim_id":"89554f15a00795743413dacbd7c375ef0fa76615","claim":"HERBALIFE LTD. shareholders approved Approve, as a special resolution, the name change of the Company from 'Herbalife Nutrition Ltd.' to 'Herbalife Ltd.' at the 2023-04-26 meeting.","evidence_excerpt":"Proposal 4: Approve, as a special resolution, the name change of the Company from “Herbalife Nutrition Ltd.” to “Herbalife Ltd.” The special resolution to approve the name change of the Company from “Herbalife Nutrition Ltd.” to “Herbalife Ltd.” was approved. The voting results are as follows: For Against Abstain Broker Non-votes 83,729,110 176,192 37,543 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1180262/000115752323000682/0001157523-23-000682-index.htm","confidence":0.99,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-26"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}