Unregistered Sales of Equity

Reference is made to the disclosure set forth in Item 5.02 below (including the use of various defined terms). Pursuant to the terms of the Amendment, on August 9, 2019, the Company awarded 1,117,485 shares of restricted common stock under the Equity Plan, subject to quarterly vesting for the three-year period following the date of award. The shares of restricted stock were awarded in lieu of aggregate unpaid cash benefits of $7.9 million earned under the Plan for performance periods ending on or prior to December 31, 2018. The shares of restricted stock awarded to United States participants were exempt from registration as a limited offering pursuant to Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended (the Securities Act), and the shares of restricte d stock awarded to non-United States participants were exempt from registration as they were made outside the United States pursuant to Regulation S promulgated under the Securities Act.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Compensation Committee of Natural Health Trends Corp. (the Company) adopted the Second Amendment to the Natural Health Trends Corp. 2014 Long-Term Incentive Plan (Restated as of January 1, 2016) (the Plan) on August9, 2019 (the Amendment). Pursuant to the terms of the Amendment, all unpaid cash benefits earned by currently employed participants under the Plan with respect to performance periods that concluded on prior to December 31, 2018 were paid in the form of the award of shares of restricted stock. The restricted stock awards were issued under the Natural Health Trends Corp. 2016 Equity Incentive Plan (the Equity Plan) pursuant to the authorized form of restricted stock award agreement, which provides for vesting in quarterly increments over three years following the date of grant, subject to the participants continued employment with the Company. Pursuant to the terms of the Amendment, Chris T. Sharng received 408,071 shares of restricted stock for unpaid cash benefits under the Plan of $2.9 million, and Timothy S. Davidson received 156,583 shares of restrictive stock for unpaid cash benefits under the Plan of $1.1 million. In addition, each participant that received shares of restricted stock is also entitled to receive certain gross-up payments for income taxes payable in connection with the awarded shares.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

10.1

Second Amendment to the Natural Health Trends Corp. 2014 Long-Term Incentive Plan (Restated as of January 1, 2016), dated August 9, 2019

SIGNATURES

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

Date: August 13, 2019

NATURAL HEALTH TRENDS CORP.

By:

/s/ Timothy S. Davidson

Timothy S. Davidson

Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit

Number

Description

10.1

Second Amendment to the Natural Health Trends Corp. 2014 Long-Term Incentive Plan (Restated as of January 1, 2016), dated August 9, 2019




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