Herbalife Announces Results of 2013 Annual Meeting of Shareholders

  Herbalife Announces Results of 2013 Annual Meeting of Shareholders

Business Wire

LOS ANGELES -- April 25, 2013

Herbalife Ltd. (NYSE: HLF) today announced the preliminary voting results for
its 2013 Annual General Meeting of Shareholders (the “Annual Meeting”).

Herbalife shareholders voted to elect Jonathan Christodoro and Keith Cozza to
the Herbalife Board of Directors as Class II directors to serve two-year
terms. Herbalife shareholders also voted to elect Leroy T. Barnes, Jr.,
Richard P. Bermingham and Jeffrey T. Dunn to the Herbalife Board of Directors
as Class III directors to serve three-year terms.

In addition, Herbalife shareholders voted to:

  *approve the Company’s executive compensation program for 2012; and
  *amend the Company’s charter to implement the annual election of directors

As previously announced, as part of an agreement with Carl C. Icahn, Icahn
Enterprises Holdings L.P. and certain related entities (collectively the
"Icahn Parties"), Herbalife agreed to nominate two individuals to the
Company's Board of Directors, designated by the Icahn Parties and approved by
the Company's Nominating and Corporate Governance Committee. Messrs.
Christodoro and Cozza are representatives of the Icahn Parties.

Background information on all matters voted on during Herbalife’s 2013 Annual
General Meeting of Shareholders and on the Company’s Board of Directors is
available on the Investor Relations section of Herbalife’s website at

About Herbalife Ltd.

Herbalife Ltd. (NYSE:HLF) is a global nutrition company that sells
weight-management, nutrition, and personal care products intended to support a
healthy lifestyle. Herbalife products are sold in over 80 countries through
and to a network of independent distributors. The company supports the
Herbalife Family Foundation and its Casa Herbalife program to help bring good
nutrition to children. Herbalife's website 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 website from time to time, as information is updated and new
information is posted.


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:

• the resignation of our former independent registered public accounting firm,
its withdrawal of its audit reports with respect to certain of our historical
financial statements, and any difficulties we encounter engaging a successor
accounting firm;

• any collateral impact resulting from the ongoing worldwide financial
environment including the availability of liquidity to us, our customers and
our suppliers or the willingness of our customers to purchase products in a
difficult economic environment;

• our relationship with, and our ability to influence the actions of, our

• improper action by our employees or distributors in violation of applicable

• adverse publicity associated with our products or network marketing
organization, including our ability to comfort the marketplace and regulators
regarding our compliance with applicable laws;

• changing consumer preferences and demands;

• our reliance upon, or the 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

• legal challenges to our network marketing program;

• risks associated with operating internationally and the effect of economic
factors, including foreign exchange, inflation, disruptions or conflicts with
our third party importers, pricing and currency devaluation risks, especially
in countries such as Venezuela;

• uncertainties relating to the application of transfer pricing, duties, value
added taxes, and other tax regulations, and changes thereto;

• uncertainties relating to interpretation and enforcement of 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;

• 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

• the sufficiency of trademarks and other intellectual property rights;

• product concentration;

• changes in tax laws, treaties or regulations, or their interpretation;

• taxation relating to our distributors;

• product liability claims;

• whether we will purchase any of our shares in the open markets or otherwise;

• share price volatility related to, among other things, speculative trading
and certain traders shorting our common shares.

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.


Herbalife Ltd.
Barbara Henderson
SVP, Worldwide Corp. Communications
Amy Greene
VP, Investor Relations
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