formdefa14a.htm


 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A
 
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.    )
 
Filed by the Registrant  x
 
Filed by a Party other than the Registrant  ¨
 
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Preliminary Proxy Statement
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to §240.14a-12
 
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
 Mannatech, Incorporated
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 
 
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on June 5, 2013.
 
MANNATECH, INCORPORATED
Meeting Information  
  Meeting Type: Annual Meeting  
  For holders as of: April 12 , 2013  
  Date: June 5, 2013 
Time: 9:00 AM CDT
 
  Location: Grapevine Convention Center  
    1209 S. Main St.  
    Grapevine,TX 76051  
       
  Directions: Directions to the 2013 Annual Shareholders' Meeting can be viewed online at www.GrapevineConventionCenter.com
 
 
600 S. ROYAL LANE
SUITE 200
COPPELL, TX 75019
You are receiving this communication because you hold shares in the company named above.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
   
  See the reverse side of this notice to obtain proxy materials and voting instructions.
 
 
 

 
 
— Before You Vote —
How to Access the Proxy Materials
 
Proxy Materials Available to VIEW or RECEIVE:
 
NOTICE AND PROXY STATEMENT     ANNUAL REPORT
 
How to View Online:
Have the information that is printed in the box marked by the arrow è XXXX XXXX XXXX (located on the following page) and isit: www.proxyvote.com.
 
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET: www.proxyvote.com
2) BY TELEPHONE: 1 -800-579-1639
3) BY E-MAIL*: sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow èXXXX XXXX XXXX located on the following page) in the subject line.
 
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 22, 2013 to facilitate timely delivery.
 
— How To Vote —
Please Choose One of the Following Voting Methods
 
Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
 
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow èXXXX XXXX XXXX (located on the following page) available and follow the instructions.
 
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
 
 
 

 
 
Voting Items
 
 
The Board of Directors recommends you vote FOR the following:
 
1.
Election of Director
 
     
  Nominee:  
 
1a. J. Stanley Fredrick
 
     
The Board of Directors recommends you vote FOR the following proposals:  
     
2.
To ratify the appointment of BDO USA, LLP as our independent registered public accounting firm, for the year ending December 31, 2013.
 
     
3. To approve on an advisory basis executive compensation ("Say-on-Pay").  
     
The Board of Directors recommends you vote for Three YEARS on the following proposal:
     
4. 
To choose on an advisory basis the frequency of future advisory votes on executive compensation ("Say-on-Frequency").
 
     
NOTE: The shares represented by this proxy, when properly executed, will be voted in the manner directed herein by the undersigned Shareholder(s). If no direction is made, this proxy will be voted FOR proposals 1, 2 and 3 and for THREE YEARS for proposal 4. If any other matters properly come before the meeting, or if cumulative voting is required, the person named in this proxy will vote in his discretion.  
 
M59705-P39302