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Lifevantage Corporation 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 ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to §240.14a-12 LIFEVANTAGE CORPORATION (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ý No fee required. o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: o Fee paid previously with preliminary materials. o 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. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: 1 LifeVantage Corporation 9785 S. Monroe Street, Suite 400 Sandy, Utah 84070 _________________________________________________________________________________________ NOTICE OF ANNUAL MEETING OF STOCKHOLDERS DECEMBER 5, 2019 _________________________________________________________________________________________ Dear Stockholder: You are cordially invited to attend the fiscal year 2020 Annual Meeting of Stockholders (the “Annual Meeting” or “2020 Annual Meeting”) of LifeVantage Corporation, a Delaware corporation. The meeting will be held at the Hyatt House Salt Lake City/Sandy, 9685 South Monroe Street, Sandy UT 84070 on December 5, 2019 at 1:00 P.M. Mountain Time, for the following purposes: 1. To elect seven directors to hold office for a one-year term expiring at our fiscal year 2021 Annual Meeting of Stockholders or until their respective successors are elected and qualified; 2. To approve, on an advisory basis, a resolution approving the compensation of our named executive officers; 3. To ratify the appointment of WSRP, LLC as our independent registered public accounting firm for our fiscal year ending June 30, 2020; and 4. To conduct any other business properly brought before the meeting. These items of business are more fully described in the Proxy Statement accompanying this Notice. Our board of directors unanimously recommends that you vote FOR proposals 1, 2 and 3. Our board of directors has fixed October 10, 2019, as the record date for determining the stockholders entitled to receive notice of and to vote at the Annual Meeting. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment or postponement thereof. We are taking advantage of the Securities and Exchange Commission rule that allows us to furnish proxy materials to our stockholders over the Internet. Instead of mailing printed copies of our Proxy Statement and Annual Report, we are mailing a Notice Regarding Availability of Proxy Materials, or Notice of Availability. We intend to mail the Notice of Availability to our stockholders on or about October 18, 2019. The Notice of Availability contains instructions on how to access our Proxy Statement and Annual Report on the Internet and how to submit your vote online or by telephone. The Notice of Availability also contains instructions on how you can, alternatively, receive a paper copy of the Proxy Statement and Annual Report and a return, postage prepaid envelope. We believe this e-proxy process expedites stockholders’ receipt of proxy materials, lowers our costs associated with the Annual Meeting and reduces the environmental impact of our Annual Meeting. Whether or not you expect to attend the meeting, your vote is very important. We encourage you to submit your proxy as soon as possible (i) by accessing the Internet site; (ii) by calling the toll-free number described in the proxy materials; or (iii) by signing, dating and returning a paper proxy card as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares of record are held by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder. Thank you for your ongoing support and continued interest in LifeVantage Corporation. We look forward to seeing you at the Annual Meeting. Sandy, Utah By Order of our Board of Directors October 18, 2019 /s/ Darren Jensen Darren Jensen President and Chief Executive Officer IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON DECEMBER 5, 2019: This notice, the accompanying proxy statement, and annual report to stockholders are available at https://lifevantage.gcs-web.com/financial-information/sec-filings 2 TABLE OF CONTENTS Page NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 2 INFORMATION CONCERNING VOTING AND SOLICITATION OF PROXY 4 PROPOSAL 1 - ELECTION OF DIRECTORS 8 PROPOSAL 2 - ADVISORY VOTE AS TO OUR EXECUTIVE COMPENSATION 11 PROPOSAL 3 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 12 CORPORATE GOVERNANCE 13 EXECUTIVE OFFICERS 18 EXECUTIVE COMPENSATION 19 COMPENSATION COMMITTEE REPORT 28 SUMMARY COMPENSATION TABLE 28 GRANTS OF PLAN-BASED AWARDS 30 OUTSTANDING EQUITY AWARDS 32 LONG-TERM INCENTIVE PLANS 33 OPTIONS EXERCISED AND STOCK VESTED 34 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL 35 DIRECTOR COMPENSATION 37 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 38 AUDIT RELATED MATTERS 39 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 41 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 42 CODE OF ETHICS 43 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 43 HOUSEHOLDING OF PROXY MATERIALS 43 ANNUAL REPORT ON FORM 10-K 43 OTHER MATTERS 43 3 LifeVantage Corporation 9785 S. Monroe Street, Suite 400 Sandy, Utah 84070 _________________________________________________________________________________________ NOTICE OF ANNUAL MEETING OF STOCKHOLDERS DECEMBER 5, 2019 _________________________________________________________________________________________ INFORMATION CONCERNING VOTING AND SOLICITATION OF PROXY General This proxy statement is furnished to stockholders of LifeVantage Corporation, a Delaware corporation, sometimes referred to as “we,” “us,” “our,” the “Company” or “LifeVantage,” in connection with the solicitation of proxies for use at the fiscal 2020 Annual Meeting of Stockholders (the “Annual Meeting” or the “2020 Annual Meeting”) of LifeVantage to be held on December 5, 2019, at 1:00 P.M. Mountain Time, at the Hyatt House Salt Lake City/Sandy, 9685 South Monroe Street, Sandy Utah 84070, for the purposes set forth in the Notice of Meeting. This solicitation of proxies is made on behalf of our board of directors. Our Fiscal Year Our fiscal year ends on June 30 of each year. In this proxy statement, when we refer to our fiscal year, we mean the twelve-month period ending on June 30 of the stated year. For example, “fiscal 2020” refers to the twelve-month period from July 1, 2019 through June 30, 2020. Why am I receiving these materials? You are receiving these proxy materials from us because you were a stockholder of record at the close of business on October 10, 2019 (the “Record Date”). Our board of directors is soliciting your proxy to vote your shares at the Annual Meeting on the matters to be considered at that meeting. The Notice of Annual Meeting, this proxy statement and the form of proxy card are being made available to you on or about October 18, 2019. This proxy statement includes information that we are required to provide to you under SEC rules and that is designed to assist you in voting your shares. Where and when is the Annual Meeting? The fiscal 2020 Annual Meeting of Stockholders of LifeVantage will take place on December 5, 2019, at 1:00 P.M. Mountain Time at the Hyatt House Salt Lake City/Sandy, 9685 South Monroe Street, Sandy Utah 84070. What am I voting on? The following matters are scheduled to be voted on by stockholders at the Annual Meeting: • the election of seven directors to our board of directors; • the approval of a non-binding, advisory resolution approving the compensation of our named executive officers (commonly referred to as a “Say-On- Pay”); and • the ratification of the selection of the appointment of WSRP, LLC as our independent registered accounting firm for our fiscal year ending June 30, 2020. Who can vote at the Annual Meeting? Only stockholders of record at the close of business on October 10, 2019, the record date, will be entitled to vote at the Annual Meeting. As of the record date, we had approximately 14,034,015 shares of common stock outstanding and entitled to vote. Stockholders of Record: Shares Registered in Your Name If on the record date your shares were registered directly in your name with our transfer agent, Computershare Trust Company, Inc., then you are a stockholder of record. As a stockholder of record, you may vote by proxy or vote in person at the meeting. Whether or not you plan to attend the meeting, we encourage you to submit your proxy as soon as possible by (i) accessing the Internet site or by calling the toll-free number described in the proxy materials; or (ii) if applicable, signing, dating and returning a proxy card to ensure your vote is counted.
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