Filed by the Registrant [X]

SCHEDULE 14A INFORMATION 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 [_] Check the appropriate box: [_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) [X] Definitive Proxy Statement [_] Definitive Additional Materials [_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12 MANNATECH, INCORPORATED -------------------------------------------------------------------------------- (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): [X] No fee required. [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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: ------------------------------------------------------------------------- [_] Fee paid previously with preliminary materials. [_] 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: ------------------------------------------------------------------------- Notes: [MANNATECH LOGO APPEARS HERE] May 12, 2000 Dear Shareholder: You are cordially invited to attend the 2000 annual shareholders meeting of Mannatech, Incorporated to be held on Monday, June 19, 2000, at 9:00 a.m., Central Daylight Time, at the Grapevine Convention Center located at 1209 South Main Street, Grapevine, Texas. The Notice of Annual Meeting and Proxy Statement accompanying this letter and describes the business agenda for the meeting. At the conclusion of the formal part of the meeting management will respond to appropriate questions. Your vote is very important. Whether or not you plan to attend the meeting, I urge you to vote over the Internet, by telephone or by mailing the enclosed proxy card to ensure your representation at the annual meeting. For your convenience, we have given you three ways to vote your proxy; please review the instructions on the proxy card regarding each of the voting options. Space will be limited so if you plan on attending the meeting, please take a moment to complete the meeting reservation/attendance reply card and return it to Mannatech as soon as possible to help us ensure we provide adequate meeting facilities for your convenience. On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in the affairs of Mannatech and look forward to seeing you on June 19th. Sincerely, /s/ Robert M. Henry Robert M. Henry Chief Executive Officer [MANNATECH LOGO APPEARS HERE] ---------------------------------------- 2000 Notice of Annual Shareholders Meeting and Proxy Statement ---------------------------------------- Monday, June 19, 2000 At 9:00 A.M. Central Daylight Time Grapevine Convention Center 1209 South Main Street Grapevine, Texas MANNATECH, INCORPORATED NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 7, 2000 To the Shareholders: The 2000 annual shareholders meeting of Mannatech, Incorporated will be held at the Grapevine Convention Center located at 1209 South Main Street, Grapevine, Texas on June 19, 2000, at 9:00 a.m., Central Daylight Time for the following purposes: . Proposal 1--To elect three directors. Proposal 2--To ratify the reappointment of PricewaterhouseCoopers LLP as Mannatech's independent public accountants for the fiscal year ending December 31, 2000. Proposal 3--To approve Mannatech's 2000 Stock Option Plan. To act upon such other matters as may properly come before the board at the annual meeting. Only shareholders of record at the close of business on May 1, 2000 will be entitled to vote by proxy or at the meeting on the basis of one vote for each share held. By order of the Board of Directors Terry L. Persinger Corporate Secretary May 12, 2000 IMPORTANT Whether or not you expect to attend in person, we urge you to sign, date, and return your proxy at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly signing, dating, and returning the proxy will save Mannatech the expenses and extra work of additional solicitation. A preaddressed envelope for which no postage is required, if mailed in the United States, is enclosed for that purpose. Sending in your proxy will not prevent you from voting your stock at the meeting if you desire to do so, as your proxy is revocable at your option. MANNATECH, INCORPORATED 600 South Royal Lane, Suite 200 Coppell, Texas 75019 PROXY STATEMENT FOR ANNUAL SHAREHOLDERS MEETING TO BE HELD ON JUNE 19, 2000 General information Your proxy statement is furnished, to you, in connection with the solicitation of proxies by the Board of Directors of Mannatech, Incorporated. On May 1, 2000 there were 24,984,993 outstanding shares of common stock, $0.0001 par value per share, which is the only voting securities of Mannatech. On May 1, 2000, there were approximately 5,066 shareholders of record. The proxy statement and accompanying proxy card are first being sent or given to shareholders of record on or about May 12, 2000. Voting by proxy Properly executed proxies received prior to the meeting will be voted at the annual shareholders meeting on June 19, 2000 and at any adjournment or adjournments thereof. If a shareholder specifies how the proxy is to be voted on any business to come before the meeting, it will be voted in accordance with such specifications. If no specification is made, it will be voted in accordance with the recommendations of the Board of Directors, which are FOR all three proposals. Attendance at the 2000 annual meeting will not automatically revoke your proxy, but a shareholder in attendance may request a ballot and vote in person, thereby revoking a prior granted proxy. Votes required The presence, in person or by proxy, of the holders of at least a majority of the shares of Mannatech's common stock outstanding on the record date is necessary to have a quorum for the annual meeting. Abstentions and broker "no- votes" are counted as present for purposes of determining a quorum. A broker "no-vote" occurs when a nominees holding shares of Mannatech common stock for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. Any shares not voted by abstention will have the same effect as a vote against the proposals and broker "no-votes" will have no effect on the outcome of the vote. If you abstain from voting or withhold authority to vote, your abstention or withholding will also have the effect of a negative vote with respect to the three proposals. An affirmative vote of a majority of shares entitled to vote at the annual meeting is required for proposal 1 to pass. An affirmative vote of a majority of shares entitled to vote and are present or represented by proxy are required for proposals 2 and 3 to pass. Solicitation of proxies Solicitation of proxies will be made by Mannatech through the mail, in person, and by telecommunications. Mannatech will bear all the expenses in preparing, printing and mailing the proxy materials to the shareholders. We have not paid any of our officers, directors or employees any compensation relating to their participation in soliciting proxies. Admission to the annual meeting Attendance at the meeting will be limited to shareholders of record on May 1, 2000, beneficial owners having evidence of ownership on that date, and invited guests of Mannatech. If you plan to attend the meeting in person, please complete and return the reservation/attendance card to Mannatech. No cameras or recording equipment will be permitted in the meeting rooms. If you are not a registered shareholder because your financial institution, broker or other nominee holds your shares in "street name", please bring evidence of your ownership to the meeting. Shareholders who have not obtained reservation for the meeting will be admitted upon verification of stock ownership at the meeting. 1 Procedures for shareholder proposals and nominations Under Mannatech's bylaws, nominations for a director may be made by the Board of Directors or a committee of the board, or by a shareholder

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