MANNATECH, INCORPORATED

NOTICE OF OUR ~~2013~~2016 ANNUAL SHAREHOLDERS’ MEETING

TO BE HELD ON JUNE ~~5, 2013~~2, 2016

TO THE SHAREHOLDERS OF MANNATECH, INCORPORATED,

The ~~2013~~2016 Annual Shareholders’ Meeting of Mannatech, Incorporated will be held at the Grapevine Convention Center, located at 1209 South Main Street, Grapevine, Texas, on ~~Wednesday,~~Thursday, June ~~5, 2013,~~2, 2016, at 9:00 a.m., Central Daylight Time, for the following purposes:

·●

Proposal 1 - To elect ~~Mr. J.~~Messrs. J Stanley Fredrick and Eric Schrier as a Class II ~~director.~~directors.

·●

Proposal 2 - To ratify the appointment of BDO USA, LLP as our independent registered public accounting firm, for the year ending December 31, ~~2013.~~2016.

·●

Proposal 3 – To hold an advisory vote on executive compensation (“Say-on-Pay”).

~~Proposal 4 – To hold an advisory vote on the frequency of future advisory votes on executive compensation (“Say-on-Frequency”).~~

and

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To act upon such other matters as may properly come before our annual meeting.

Our Board of Directors has set the close of business on April ~~12, 2013~~11, 2016 as the record date for the determination of shareholders entitled to receive notice of and to vote at our ~~2013~~2016 Annual Shareholders’ Meeting or any adjournment(s) thereof.

	By order of our Board of Directors,

	J. Stanley Fredrick
	Chairman of the Board of Directors

Coppell, Texas

April ~~23, 2013~~
20, 2016

IMPORTANT

Whether or not you expect to attend the ~~2013~~2016 Annual Shareholders’ Meeting, we strongly urge you to cast your vote by telephone or through the Internet by following the instructions included on the Notice of Internet Availability of Proxy Materials that you received, or if you received a paper copy of the proxy card, to mark, date, sign and return the proxy card in the envelope provided, prior to the meeting on June ~~5, 2013,~~2, 2016, to help ensure the presence of a quorum for the meeting and to save the expense and extra work of additional solicitation. Voting by proxy by any method prior to the meeting will not prevent you from attending the ~~2013~~2016 Annual Shareholders’ Meeting or revoking your prior vote and voting at the ~~2013~~2016 Annual Shareholders’ Meeting.

In accordance with rules promulgated by the SEC, we are providing access to our proxy materials, including this proxy statement and our annual report on Form 10-K, for the year ended December 31, ~~2012,~~2015, over the Internet. As a result, we are mailing to many of our shareholders a Notice of Internet Availability of Proxy Materials instead of a paper copy of our proxy materials. The notice contains instructions on how to access those proxy materials over the Internet, as well as instructions on how to request a paper copy of our proxy materials. All shareholders who do not receive a notice will receive a paper copy of our proxy materials by mail. We believe that this process reduces the environmental impact and lowers the costs of printing and distributing our proxy materials.

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MANNATECH, INCORPORATED

600 South Royal Lane, Suite 200

Coppell, Texas 75019

PROXY STATEMENT FOR OUR ~~2013~~2016 ANNUAL SHAREHOLDERS’ MEETING

TO BE HELD ON JUNE ~~5, 2013~~2, 2016

GENERAL INFORMATION ABOUT OUR ~~2013~~2016 ANNUAL SHAREHOLDERS’ MEETING

General Information

Our Board of Directors (the “Board”) is soliciting the enclosed proxy for use at our ~~2013~~2016 Annual Shareholders’ Meeting to be held on June ~~5, 2013~~2, 2016 at 9:00 a.m., Central Daylight Time, at the Grapevine Convention Center located at 1209 South Main Street, Grapevine, Texas. The Notice of Internet Availability of Proxy Materials is being mailed or delivered on or about April ~~26, 2013,~~20, 2016, to shareholders of record owning our common stock on the close of business on April ~~12, 2013.~~11, 2016. Paper copies of our proxy materials are being mailed or delivered on or about April ~~26, 2013,~~20, 2016, to shareholders of record who have previously requested to receive paper copies of proxy materials. The list of frequently asked questions is attached to this proxy statement as Appendix A. Unless otherwise stated, all references in this proxy statement to “Mannatech,” the “Company,” “us,” “our,” or “we” are to Mannatech, Incorporated, a Texas corporation.

Shareholders Entitled to Vote

Shareholders who owned our common stock as of the close of business on April ~~12, 2013,~~11, 2016, the record date, are called “shareholders of record” and are entitled to vote at the ~~2013~~2016 Annual Shareholders’ Meeting. As of April ~~12, 2013,~~11, 2016, we had ~~2,647,735~~2,706,986 outstanding shares of our common stock, $0.0001 par value per share, which is our only class of outstanding voting securities. As of April ~~12, 2013,~~11, 2016, we had ~~1,295~~1,518 shareholders of record. Each share of our common stock entitles a shareholder to one vote. A complete list of direct shareholders entitled to vote at the ~~2013~~2016 Annual Shareholders’ Meeting will be available for examination by shareholders for purposes pertaining to the ~~2013~~2016 Annual Shareholders’ Meeting at our corporate headquarters in Coppell, Texas during normal business hours from May ~~24, 2013~~23, 2016 until June ~~4, 2013.~~1, 2016. The shareholder list will also be available for review prior to and during the ~~2013~~2016 Annual Shareholders’ Meeting to be held on June ~~5, 2013.~~2, 2016. A shareholder who wants to examine the list prior to our Annual Shareholders’ Meeting should arrange an appointment by contacting our Investor Relations department at (972) 471-6512.

Voting in Person

If you are a shareholder of record and plan to attend the ~~2013~~2016 Annual Shareholders’ Meeting, you may deliver your completed and signed proxy card in person. If a broker or bank holds your Mannatech shares in street name, and you wish to vote in person at the ~~2013~~2016 Annual Shareholders’ Meeting, you will need to obtain a legal proxy form from your broker or bank that holds your shares of record and you must bring that document to the ~~2013~~2016 Annual Shareholders’ Meeting.

Voting by Proxy

The proxy process is the means by which shareholders can exercise their rights to vote for the election of directors and other strategic corporate proposals. The notice of meeting and this proxy statement provide notice of a scheduled shareholder meeting, describe the ~~directors presented for re-election, include information regarding~~proposals to be voted on by shareholders at the ~~selection of BDO USA, LLP as our independent registered public accounting firm for 2013~~meeting and include other information required to be disclosed to shareholders. Shareholders may vote by telephone, through the Internet, or by returning a proxy card, without having to attend the shareholder meeting in person.

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By executing a proxy, you authorize ~~Larry A. Jobe,~~Gerald E. Gilbert, to act as your proxy to vote your shares in the manner that you specify. The proxy voting mechanism is vitally important to us. In order for us to obtain the necessary shareholder approval of proposals, a “quorum” of shareholders (a majority of the issued and outstanding shares of common stock as of the record date entitled to vote) must be represented at the meeting in person or by proxy. Since few shareholders can spend the time or money to attend shareholder meetings in person, voting by proxy is necessary to obtain a quorum and complete the shareholder vote. It is important that you attend the meeting in person or grant a proxy to vote your shares to assure a quorum is present so corporate business may be transacted. If a quorum is not present, we must postpone the meeting and solicit additional proxies; this is an expensive and time-consuming process that is not in the best interest of the Company or our shareholders.

Properly executed votes by proxy received prior to or at the ~~2013~~2016 Annual Shareholders’ Meeting on June ~~5, 2013~~2, 2016 or at any adjournment(s) or postponement(s) thereof will be counted by Broadridge Financial Solutions, Inc., our Inspector of Elections. If a shareholder specifies how such shareholder’s proxy-vote is to be cast on any business to come before the meeting, such proxy-vote will be voted in accordance with such specifications. If no specification is made on a properly executed proxy card, the shareholder’s vote by proxy will be voted “FOR” each of our 43 proposals consistent with the recommendations made by the ~~Board.~~Board and as the proxy holder may determine in his discretion with respect to any other matters properly presented for a vote at the 2016 Annual Shareholders’ Meeting. Other than the proposals described in this proxy statement, we are not aware of any other matters to be presented at the 2016 Annual Shareholders’ Meeting.

Revoking or Changing a Proxy

A shareholder may revoke a vote by proxy at any time prior to the ~~2013~~2016 Annual Shareholders’ Meeting. If you are a shareholder of record with direct ownership over your Mannatech common stock, your proxy can be revoked by (i) timely delivery of a written revocation delivered to Erin Barta, ~~Interim~~ General Counsel and Corporate Secretary, Mannatech, Incorporated, 600 South Royal Lane, Suite 200, Coppell Texas 75019; (ii) submission of another valid proxy bearing a later date; or (iii) attendance at the ~~2013~~2016 Annual Shareholders’ Meeting in person and notice to the Inspector of Elections that you intend to vote your shares in person. If your Mannatech shares are held in street name by a broker or bank (“broker”), you must contact your broker in order to revoke your proxy, but generally, you may change your vote by submitting new voting instructions to your broker, trustee or nominee, or, if you have obtained a legal proxy from your broker or nominee giving you the right to vote your shares, by attending the ~~2013~~2016 Annual Shareholders’ Meeting and voting in person.

Effects of Not Voting

The effect of not voting depends on how you own your shares. If you own shares directly, as a holder of record, rather than indirectly through a broker of record, your unvoted shares will not be represented at our meeting and will not count toward the quorum requirement. Assuming a quorum is obtained, your unvoted shares will not affect whether a proposal is approved or rejected. If you own shares through a broker and do not vote, your broker may represent your shares at the meeting for purposes of obtaining a quorum. As described below, if you own your shares through a broker and you do not vote, your broker may or may not vote your shares, depending upon the proposal.

If you own your shares through a broker and you do not vote, your broker may vote your shares at its discretion on “routine matters.” However, with respect to other proposals, a broker may not vote a non-voting shareholder’s shares. With respect to proposals on which a broker may not vote a non-voting shareholder’s shares, the aggregate number of non-voted shares is reported as “broker non-votes” (shares held by brokers or nominees for which they have no discretionary power to vote on a particular matter and have received no instructions from the beneficial owners or persons entitled to vote) and counted only for purposes of determining a quorum.

If you do not vote your shares on Proposal 1 (Election of ~~Director)~~Directors), and Proposal 3 (“Say-on-Pay” ~~Advisory Vote) and Proposal 4 (“Say-on-Frequency”~~ Advisory Vote), your brokerage firm cannot vote them for you and they will remain unvoted. Therefore, it is very important that you vote your shares for all ~~proposals including the election of directors.~~proposals. Proposal 2 (Ratification of Auditors) set forth in this proxy statement is a routine matter on which brokers will be permitted to vote ~~“broker non-votes” shares.~~your shares at the broker’s discretion if you do not provide your broker with instructions on how to vote on this matter.

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Direct Ownership

For the purpose of determining how to vote your shares at the ~~2013~~2016 Annual Shareholders’ Meeting, registered holders of record are deemed to have “direct ownership” over their Mannatech shares if they hold their shares directly in their name. This is typically evidenced by the receipt of our mailings directly from us or from our transfer agent, Computershare.

Beneficial Ownership

For the purposes of determining how to vote your shares at the ~~2013~~2016 Annual Shareholders’ Meeting, you are deemed to have “beneficial ownership” over your Mannatech shares if you: (i) previously deposited your stock certificates with a broker; (ii) purchased your shares directly through a broker; or (iii) sent your stock certificates to a broker to be deposited into your brokerage account. Beneficial ownership is typically evidenced by a shareholder’s receipt of our mailings from either a broker or through a solicitor, which is usually Broadridge Financial Solutions, Inc.

As a beneficial owner, a shareholder still holds Mannatech shares, but neither we nor our transfer agent has access to any list of individual shareholders’ names from the various brokers of record. The only information our transfer agent has concerning shareholders who own stock through a broker is the broker’s name, the aggregate total number of shares held by each broker on behalf of their clients, and the aggregate number of votes cast for any of our proposals.

WE CAUTION OUR SHAREHOLDERS THAT each brokerage firm has a unique set of voting instructions. As a result, a shareholder should always read all the information provided in each of the proxy information packets received and follow the specific voting instructions enclosed in each packet with respect to applicable telephone numbers, Internet addresses, mailing addresses, and attending or voting at the ~~2013~~2016 Annual Shareholders’ Meeting.

If a shareholder receives more than one proxy information packet, such shareholder’s shares are registered in more than one account. Again, remember that each proxy information packet may have different voting instructions, account or control numbers, mailing addresses, Internet addresses, and telephone numbers. As a result, each shareholder should be cautioned to use only the set of voting instructions, account and control numbers, addresses, and telephone numbers provided in such shareholder’s proxy information packet to ensure such shareholder’s vote for all of its owned shares is properly included in the tabulation of votes for our meeting.

Beneficial shareholders are also instructed to read their proxy-voting card instructions given to them by their brokers or their brokers’ solicitors prior to the meeting in order to obtain instructions on how to vote at the meeting. If a beneficial shareholder does not follow the brokers’ specific instructions, our Inspector of Elections is not allowed to count such beneficial shareholder’s vote by ballot at the ~~2013~~2016 Annual Shareholders’ Meeting.

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Tabulating the Votes

A representative from Broadridge Financial Solutions, Inc., which will act as our Inspector of Elections, is responsible for tabulating the votes for the ~~2013~~2016 Annual Shareholders’ Meeting. The presence, in person or by proxy, of the holders of at least a majority of the shares of our common stock outstanding as of April ~~12, 2013,~~11, 2016, our record date, is necessary to establish a quorum for the ~~2013~~2016 Annual Shareholders’ Meeting. Abstentions and “broker non-votes,” if any, will be counted as shares present and entitled to vote for purposes of determining a quorum for the ~~2013~~2016 Annual Shareholders’ Meeting. A “broker non-vote” occurs when brokers ~~do not receive a properly executed proxy and, therefore,~~holding shares in “street name” have not ~~been given discretionary power~~received voting instructions from the beneficial owner and either chooses not to vote those shares on ~~behalf of~~a routine matter at the ~~beneficial holders thereof.~~2016 Annual Shareholders’ Meeting or is not permitted to vote those shares on a non-routine matter. If a proxy-voting card is signed by the shareholder but submitted without specific voting instructions, the shareholder’s vote will automatically be counted as a vote ~~“FOR”~~“FOR ALL” on Proposal 1 (Election of ~~Director)~~Directors), and “FOR” on Proposal 2 (Ratification of Auditors), and Proposal 3 (“Say-on-Pay” Advisory Vote). If your shares are held in “street name” and you do not provide specific voting instructions to your broker, then your shares will not be included in the vote for Proposal 41 (Election of Directors) or Proposal 3 (“~~Say-on-Frequency”~~Say-on-Pay” Advisory Vote), but will be voted at the discretion of your broker with respect to Proposal 2 (Ratification of Auditors).

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For Proposal 1 (Election of ~~Director)~~Directors) — Assuming a quorum is obtained, our Class II ~~director~~directors will be elected by a plurality of the shares represented, in person or by proxy, at the ~~2013~~2016 Annual Shareholders’ Meeting and entitled to vote. This means that the two nominees receiving the highest number of affirmative votes at the meeting will be elected as our two Class II directors. Votes marked ~~“FOR”~~“FOR ALL” will be counted in favor of ~~the nominee.~~both nominees. Votes marked ~~“WITHHOLD”~~“WITHHOLD ALL” will be counted against both nominees. To specify differently, a shareholder must check the “FOR ALL EXCEPT” box and then write the names of the nominees for whom the shareholder wishes to vote against. Votes marked “WITHHOLD ALL” have no effect on the vote since a plurality of the votes is required for the election of each nominee. Shareholders may not abstain from voting with respect to the election of directors.

A shareholder cannot write-in the names of additional nominees when voting by proxy. However, at the meeting, shareholders of record will be allowed to write-in an additional ~~name~~names of ~~a nominee~~nominee(s) on the ballot. To write-in a nominee on the ballot, the shareholder will need to check the ~~“WITHHOLD” box.~~“FOR ALL EXCEPT” box and identify each of the nominees for which the shareholder does not wish to vote in the space provided. The shareholder will then be allowed to write-in only as many nominees as the ~~nominee.~~shareholder has withheld votes from. For example, if there are a total of two nominees listed on the ballot and the shareholder wishes to withhold its vote for one of the two nominees, the shareholder should list the name of the one nominee for whom the vote is withheld and write-in one additional name for nominee to the Board.

(THE BOARD RECOMMENDS A VOTE ~~“FOR”~~“FOR ALL” PROPOSAL 1.)

For Proposal 2 (Ratification of Auditors) — If a quorum is obtained, and a majority of the shares represented, in person or by proxy, at the ~~2013~~2016 Annual Shareholders’ Meeting and entitled to vote, are in favor of Proposal 2, the ratification of the appointment of our independent registered public accounting firm for the year ended December 31, ~~2013,~~2016, will be approved. Votes marked “FOR” Proposal 2 will be counted in favor of the ratification of the appointment of our independent registered public accounting firm for the year ~~ended~~ending December 31, ~~2013.~~2016. An abstention from voting on Proposal 2 will not be voted on that item, although it will be counted for purposes of determining the number of shares represented and entitled to vote. Accordingly, an “ABSTENTION” will have the same effect as a vote “AGAINST” Proposal 2.

(THE BOARD RECOMMENDS A VOTE “FOR” PROPOSAL 2.)

For Proposal 3 (“Say-on-Pay”Advisory Vote) — If a quorum is obtained, and a majority of shares represented, in person or by proxy, at the ~~2013~~2016 Annual Shareholders’ Meeting and entitled to vote, are in favor of Proposal 3 the current executive compensation program will be approved by shareholders on an advisory basis. Votes marked “FOR” Proposal 3 will be counted in favor of the current executive compensation program. An abstention from voting on Proposal 3 will not be voted on that item, although it will be counted for purposes of determining the number of shares represented and entitled to vote. Accordingly, an “ABSTENTION” will have the same effect as a vote “AGAINST” Proposal 3. “Broker non-votes” ~~will~~are not ~~be counted as votes cast “FOR” or “AGAINST”~~considered shares entitled to vote for purposes of Proposal 3 and thus will have no effect on the outcome of the approval, on an advisory basis, of our executive compensation program.

(THE BOARD RECOMMENDS A VOTE “FOR” PROPOSAL 3.)

~~For~~ ~~Proposal 4 (“Say-on-Frequency” Advisory Vote)~~ — If a quorum is obtained, the selection of the frequency of a shareholder advisory vote on executive compensation will be chosen by a plurality of the shares represented, in person or by proxy, at the 2013 Annual Shareholders’ Meeting and entitled to vote. This means the frequency receiving the highest number of affirmative votes at the meeting will be the frequency of future “Say-on-Pay” shareholder advisory votes that has been selected by our shareholders. For purposes of the vote on Proposal 4, “ABSTENTION” and “broker non-votes” will have no effect on the outcome of the selection, on an advisory basis, of the frequency for an advisory vote on executive compensation.

~~(THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR CONDUCTING FUTURE VOTES ON EXECUTIVE COMPENSATION EVERY THREE YEARS)~~

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Solicitation of Proxy-Votes

We may solicit proxy-votes through the mail, in person, and by telecommunications. We will bear all expenses in preparing, printing, and mailing the proxy materials to our shareholders.

Admission and Voting at Our ~~2013~~2016 Annual Shareholders’ Meeting

Voting at the ~~2013~~2016 Annual Shareholders’ Meeting is limited to shareholders of record having evidence of ownership as of the record date, April ~~12, 2013.~~11, 2016. If your shares are NOT held in your name, we may require you to show evidence of your ownership at our meeting. Evidence typically includes your proxy-voting card or your brokerage statement showing proof of stock ownership as of the close of business on April ~~12, 2013,~~11, 2016, such as your ~~April 2013~~March 2016 brokerage statement or a printout of shares held at the close of April ~~12, 2013.~~11, 2016. At our ~~2013~~2016 Annual Shareholders’ Meeting, shareholders of record will be given a ballot upon verification of stock ownership.

We will not allow any cameras or recording equipment in the meeting room. As a courtesy and as time permits, we will provide a brief question and answer period for our shareholders of record.

Shareholders of record will be given ballots upon verification of stock ownership. REMEMBER that beneficial shareholders must obtain a power of attorney form or legal proxy from their brokers prior to the meeting in order for their votes by ballot to be counted since their brokers may have already reported their shares as “broker non-votes”. Prior to our June ~~5, 2013~~2, 2016 meeting, beneficial shareholders are strongly urged to read their proxy-voting card instructions on how to vote at our ~~2013~~2016 Annual Shareholders’ Meeting. They should also contact their brokers by the Monday prior to our ~~2013~~2016 Annual Shareholders’ Meeting to ensure they obtain the proper paperwork in order to vote at our meeting. If a beneficial shareholder does not follow its broker’s instructions, our Inspector of Elections will not count such shareholder’s vote by ballot at the ~~2013~~2016 Annual Shareholders’ Meeting. The instructions are usually located on the back of each proxy-voting card.

Shareholder Procedures for Nominating Board Members or Introducing Proposals

a)~~For~~Requirements for Shareholder Proposals to Be Considered for Inclusion in the ~~2013~~Company’s Proxy Materials. Proposals that a shareholder intends to present at the 2017 Annual Shareholders’ Meeting

~~For~~ and wishes to be considered for inclusion in the ~~2013~~proxy statement and form of proxy relating to the 2017 Annual Shareholders’ Meeting ~~the deadline for recommending a nominee for nomination to the Board expired on~~must be received no later than December 31, 2012. A shareholder of record is prohibited from writing in nominees for the Board on their proxy-voting card. However, a shareholder of record may write-in nominees for the Board on its ballot at the 2013 Annual Shareholders’ Meeting by following the instructions outlined above on page 5, under the heading “~~Tabulating the Votes.”~~ ~~We reserve the right to reject, rule out-of-order, or take other appropriate action with respect to any proposal that does not~~22, 2016. All proposals must comply with ~~these and other applicable requirements.~~

~~The deadline for submitting written shareholder proposals that comply with all applicable provisions of~~ Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ~~and are intended~~which lists the requirements for the inclusion of shareholder proposals in company-sponsored proxy materials. Shareholder proposals must be delivered to ~~be presented~~the Company’s Corporate Secretary by mail at ~~our 2013~~600 South Royal Lane, Suite 200, Coppell, Texas 75019.

Requirements for Other Shareholder Proposals to Be Brought Before the 2017 Annual Shareholders’ Meeting ~~for inclusion~~and Director Nominations. Notice of any proposal that a shareholder intends to present at the 2017 Annual Shareholders’ Meeting, but does not intend to have included in ~~our~~the proxy statement and ~~proxy-voting card expired on December 19, 2012.~~

~~Subject and pursuant~~form of proxy relating to ~~Rule 14a-4(c)(1) under~~ the ~~Exchange Act, we have not been given notice of any shareholder proposals intended to be presented at the 2013~~2017 Annual Shareholders’ Meeting, ~~without inclusion in our proxy statement. Because we did not receive notice of~~as well as any ~~shareholder proposals intended to~~director nominations, must be presented at the 2013 Annual Shareholders’ Meeting by March 4, 2013, your properly executed proxy card will confer discretionary authority on the holder of your proxy to vote your shares, in the manner the holder so chooses, on any such shareholder proposals properly presented at the 2013 Annual Shareholders’ Meeting. The Board reserves the right to reject, rule out-of-order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements. We also did not receive any nominees for directors from shareholders for the 2013 Annual Shareholders’ Meeting.

b)~~For our 2014 Annual Shareholders’ Meeting~~

Under our Fourth Amended and Restated Bylaws, dated August 8, 2001, as amended (our “Bylaws”), the Nominating, Governance and Compliance Committee of our Board of Directors recommends all candidates for nominationdelivered to the Board. If a shareholder would like our Nominating, Governance and Compliance Committee to consider specific candidates for nomination to the Board, a shareholder should deliver written notice to our Chief Financial Officer at our United States corporate headquarters, locatedCompany’s Corporate Secretary by mail at 600 S.South Royal Lane, Suite 200, Coppell, Texas 75019, ~~or by fax at (972) 471-5642. Written notice~~not earlier than the close of ~~such proposed candidates for director should be delivered no~~business on February 2, 2017, and not later than ~~December 31, 2013 to allow~~ the ~~Board time to consider such persons for nomination at our 2014 Annual Shareholders’ Meeting and to include nominees in our 2014 proxy statement and form~~close of ~~proxy.~~business on March 4, 2017. The ~~written~~ notice ~~should include the candidates’ full name, age, biographical background, and qualifications.~~

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Our Chief Financial Officer is required to forward all received written notices to our Nominating, Governance and Compliance Committee. Our Nominating, Governance and Compliance Committee consists of four independent directors who review each proposed candidate and submit a recommended list of proposed candidates to the Board. The Board then approves a list of proposed candidates, which are the only nominees that are listed on our ballot, the proxy-voting card, and our proxy statement on Schedule 14A. We expect to file our 2014 proxy statement with the SEC on or before April 30, 2014.

~~Proposals by shareholders that comply with all applicable provisions of Rule 14a-8 under the Exchange Act and are intended to be presented at our 2014 Annual Shareholders’ Meeting~~ must be delivered in writing to our Chief Financial Officer at our United States corporate offices, on or before December 27, 2013, in order to be eligible for inclusion in our 2014 proxy statement and proxy-voting card.

~~Subject to and pursuant to Rule 14a-4(c)(1) under the Exchange Act if~~submitted by a shareholder ~~proposal is intended to be presented at~~of record and must set forth the information required by our Fifth Amended and Restated Bylaws, dated August 25, 2014 Annual Shareholders’ Meeting without inclusion in our 2014 proxy statement, and notice of such proposal is not submitted in writing to our Chief Financial Officer by March 12, 2014, then with regard to any such shareholder proposals, a properly executed proxy card for our 2014 Annual Shareholders’ Meeting will confer discretionary authority on the holder of a shareholder’s proxy to vote such shareholder’s shares in the manner the proxy holder so chooses. However, the Board reserves the right to reject, rule out-of-order, or take other appropriate action(our “Bylaws”), with respect to ~~any~~each director nomination or other proposal that ~~does not comply with these and other applicable requirements.~~the shareholder intends to present at the 2017 Annual Shareholders’ Meeting. If you are a beneficial owner of shares held in street name, you can contact the organization that holds your shares for information about how to register your shares directly in your name as a shareholder of record.

A copy of our Bylaws is published on our corporate website or may be obtained upon written request to our ~~Interim~~ General Counsel ~~and Corporate Secretary, Mrs. Erin K. Barta,~~ at our United States headquarters located at 600 S. Royal Lane, Suite 200, Coppell, Texas 75019. In addition, our Bylaws were ~~furnished~~filed as ~~Exhibits 3.2 and~~Exhibit 3.1 to our Form ~~10-K and Form~~ 8-K ~~respectively,~~ filed with the SEC on ~~March 16, 2007 and December 6, 2007, respectively.~~August 27, 2014.

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PROPOSAL 1 — ELECTION OF DIRECTORS

Our Bylaws provide for a classified Board, divided into three staggered classes – I, II, and III. The terms of office for each of these classes are scheduled to expire on the date of our annual shareholders’ meeting in ~~2015, 2013,~~2016, 2017, and ~~2014,~~2018, respectively. Class II is comprised of two directors ~~and one~~with both Class II board ~~seat is~~seats being up for election at the 2013 Annual Shareholders’ Meeting. Pat Wier, a former Class II director, retired from the Board on July 31, 2012. The Board has determined to leave this position vacant pending identification of a qualified nominee; therefore only one Class II director will be elected at our 20132016 Annual Shareholders’ Meeting.

Nominees. The Board has nominated ~~Mr.~~Messrs. J. Stanley Fredrick and Eric W. Schrier as ~~nominee~~nominees for election as our Class II ~~director.~~directors. Once elected, our Class II ~~director’s~~directors’ term will expire on the earlier of the date of our ~~2016~~2019 Annual Shareholders’ Meeting or the date of such director’s disqualification, resignation, death, or removal. The nominee’s biographical information is as follows:

·●

J. Stanley Fredrick has served as a Class II director since September 2001. His current term as director expires in ~~2013.~~2016. From November 2003 through January 2009, Mr. Fredrick served as the Lead Director for the Board. In January 2009, Mr. Fredrick was elected to serve as the Chairman of the Board of Directors. In 2003, Mr. Fredrick was a founding board member of Professional Bank in Dallas, Texas, a boutique bank that provided certain financial resources to its customers. He co-founded Cameo Couture, Inc., which operated as Colesce Couture, a distributor of intimate apparel, and Colony House, Inc., a private label cookware company, both of which operated through direct selling channels. Mr. Fredrick also co-founded Irving National Bank Shares, a commercial bank holding company, and served as a consultant to the bank from 1994 until it was sold in 2000. He currently serves on the Board of Directors of Wineshop at Home, a party plan company. Mr. Fredrick has been actively involved for over 3839 years in the Direct Selling Association, a national trade association of leading firms that manufacture and distribute goods and services directly to consumers. He has served on the Direct Selling Association’s Board of Directors and various committees thereof. From 1987 to 1988, Mr. Fredrick served as Chairman of the Direct Selling Association and from 1988 to 1990; he served as Chairman of the Direct Selling Education Foundation. He currently serves as Chairman of their Development Committee. He has been inducted into the Direct Selling Association’s highest honor, the “Hall of Fame,” as well as into the Direct Selling Education Foundation “Circle of Honor.” Mr. Fredrick received a B.A. in English from Central State University, in Edmond, Oklahoma.

●

Eric W. Schrier was appointed to the Board as a Class II director in October 2014. Mr. Schrier also serves on the Audit Committee, Compensation and Stock Option Plan Committee, Associate Compliance Sub-Committee and is Chairman of the Science and Marketing Committee. Mr. Schrier served as President and CEO of The Reader’s Digest Association where he was responsible for $2.4 billion in revenue, 4,500 employees, and more than 100 million customers in 70 countries during his tenure from January 2006 to March 2007. Since June 2013, Mr. Schrier has served on the Board of Directors as Chairman for Lifestyle Media Partners, a multi-platform media company in the farm-to-table food space. He currently is a Senior Advisor to This Old House Holdings LLC and serves on the Board of Directors for TEN (The Enthusiast Network) (since January 2011), Reader’s Digest Association (since April 2014), and MeQuilibrium (since October 2011). He has previously served on the boards of Willow House (from July 2009 to December 2013), Demdex Corp (from July 2009 to January 2011), and Bonnier USA (from September 2007 to July 2009). Since January 2009, he has consulted with large media corporations to help them create and pursue their digital strategies and diversify their revenue streams. Mr. Schrier earned a Bachelor’s Degree in Human Biology from Brown University in 1973 and a Masters in Journalism from U.C. Berkeley in 1977.

(THE BOARD RECOMMENDS A VOTE “FOR ~~” THE ELECTION~~ALL” TO ELECT BOTH OF THE ~~NOMINEE.~~NOMINEES.)

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PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Neither our Articles of Incorporation, Bylaws nor any other applicable legal requirements require shareholder ratification of the selection of our independent registered public accounting firm. However, the Board, as a matter of good corporate governance, has always sought shareholder ratification of the appointment of our independent registered public accounting firm. The Board is seeking shareholder ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2013.~~2016. In the event our shareholders do not ratify our appointment of BDO USA, LLP, the Audit Committee and the Board will reconsider the appointment.

Our Audit Committee appoints our independent registered public accounting firm on an annual basis. The decision is based on a number of factors including the scope of the audit, the independence of the auditors, the estimated audit fees, and any non-auditing services that are performed by the independent registered public accounting firm.

Representatives from BDO USA, LLP will attend the ~~2013~~2016 Annual Shareholders’ Meeting and will have the opportunity to make a statement, if they so desire. They will also be available to respond to any appropriate questions from our shareholders.

Pre-Approval Policies and Procedures

Our Audit Committee must preapprove all services provided by our independent registered public accounting firm. The non-audit services, specified in Section ~~10-A(g)~~10A(g) of the Exchange Act may not be provided by our independent registered public accounting firm.

Each year, the approval of the estimated annual audit, audit-related services, and routine tax services takes place at an Audit Committee meeting. In addition, during the course of the year, requests for unforeseen or additional allowable services to be provided by our independent registered public accounting firm must be preapproved by our Audit Committee, except for those qualifying for the “de minimis exception.” The de minimis exception provides that the pre-approval requirements for certain non-audit services may be waived if:

·●

the aggregate amount of such non-audit services provided constitutes not more than 5% of the total fees paid to our independent registered public accounting firm in the calendar year that such non-audit services are provided;

·●

such services were recognized as non-audit services at the time they were provided; and

·●

such services are promptly brought to the attention of our Audit Committee.

Our Audit Committee may delegate to its Chairman the authority to grant pre-approvals. In such event, the decisions of the Chairman of the Audit Committee regarding pre-approvals will then be presented to our full Audit Committee at the next scheduled meeting.

Our independent registered public accounting firm provides a revised estimate for the year, by project, for all planned and approved services to our Chief ~~Financial~~Accounting Officer prior to each Audit Committee annual planning meeting. The revised estimate is then reviewed at our Audit Committee annual planning meeting.

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Fees Paid to Our Independent Registered Public Accounting Firm

For the years ended December 31, ~~2012~~2015 and ~~2011,~~2014, we were billed the following fees by our current independent registered public accounting firm, BDO USA, LLP as follows:

Type of Service	2012		2011		2015		2014
	(in thousands)				(in thousands)
Audit Fees, including the audit of our consolidated financial statements and annual report on Form 10-K, assessment of our internal control over financial reporting in compliance with Section 404 of the Sarbanes-Oxley Act of 2002, when applicable, review of our quarterly financial statements and quarterly reports filed on Form 10-Q, and international statutory audits	$	747	$	759
Audit Fees, including the audit of our consolidated financial statements and annual report on Form 10-K, review of our quarterly financial statements and quarterly reports filed on Form 10-Q, and international statutory audits					$	663	$	734
Audit-Related Fees, including fees related to the annual audit of employee 401(k) benefit plan		16		15		16		24
Tax Fees, including fees for tax services, tax advice, transfer pricing, state, and international tax consultation		125		140		20		108
All Other Fees, related to all other services including expatriation issues and miscellaneous consulting and advisory services		—		—		—		—
Total Fees	$	888	$	914	$	699	$	866

The “de minimis exception” described above was not used for any fees paid to BDO USA, LLP in ~~2012~~2015 and ~~2011.~~2014. All fees were pre-approved by our Audit Committee. As of April ~~3, 2013,~~11, 2016, we were advised by BDO USA, LLP that neither the firm, nor any member of its firm, had any direct or indirect financial interest in any capacity in our Company. The members of our Audit Committee believe the payment of all fees set forth above did not prohibit BDO USA, LLP from maintaining its independence.

(THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED ACCOUNTING FIRM.)

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PROPOSAL 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY-ON-PAY”)

In accordance with Section 14A(a)(1) of the Exchange Act implementing Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are submitting to our shareholders the opportunity to vote on a non-binding advisory resolution to approve the compensation program for our Named Executive Officers, which is described in the section titled “Executive Compensation” in this Proxy Statement. At our 2013 Annual Shareholders’ Meeting, shareholders recommended, on an advisory basis, an annual frequency of shareholder advisory votes on executive compensation. The Company intends to follow the shareholders’ recommendation and include a shareholder advisory vote on executive compensation on an annual basis until the next required “Say-on-Frequency” vote. Accordingly, the following resolution is submitted for a shareholder advisory vote at the ~~2013~~2016 Annual Shareholders’ Meeting:

“RESOLVED, that the shareholders of Mannatech, Incorporated approve, on an advisory basis, the overall compensation of the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K of the regulations promulgated by the SEC, including the section entitled “Executive Compensation,"” and the accompanying compensation tables and the corresponding narrative discussion and footnotes set forth in the Proxy Statement for the ~~2013~~2016 Annual Shareholders’ Meeting.”

As described in the section titled “Executive Compensation” our executive compensation program is designed to provide a competitive level of compensation necessary to attract, motivate, and retain talented and experienced executives and to motivate them to achieve short-term and long-term objectives that enhance shareholder value.

This vote is merely advisory and will not be binding upon the Company and the Board. However, the Compensation and Stock Option Plan Committee, which is responsible for designing and administering the Company’s executive compensation program, values constructive dialogue on executive compensation and other important governance topics with the Company’s shareholders and encourages all shareholders to vote their shares on this matter.

(OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF THE ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS “SAY-ON-PAY”.)

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~~PROPOSAL 4 — ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION (“SAY-ON-FREQUENCY”)~~

In accordance with Section 14A(a)(1) of the Exchange Act implementing Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing our shareholders the opportunity to cast a non-binding advisory vote on whether future non-binding advisory votes on the compensation of the Company’s Named Executive Officers should occur every one, two, or three years. The Board recommends that shareholders vote to hold an advisory vote on executive compensation every THREE years, or a triennial vote.

~~You may cast your vote by choosing one year, two years, or three years when you vote for the resolution set forth below.~~

“RESOLVED, that the highest number of votes cast by the shareholders of Mannatech, Incorporated for the following options will determine the preferred frequency with which Mannatech, Incorporated is to hold a stockholder vote to approve, on a non-binding basis, the executive compensation of its Named Executive Officers included in the Proxy Statement: (a) every year, or (b) every two years, or (c) every three years.”

After careful consideration, the Board believes that a triennial, non-binding advisory vote complements our goal to create a compensation program that enhances long-term shareholder value. As described in the section titled “Executive Compensation,” our executive compensation program is designed to motivate executives to achieve short-term and long-term corporate goals that enhance shareholder value. A triennial vote will provide shareholders the ability to compare the Company’s compensation program to the long-term performance of the Company. Three years will give the Compensation Committee sufficient time to fully analyze the Company’s compensation program (as compared to the Company’s performance over the same period) and to implement necessary changes. The Board believes anything less than a triennial vote, or a vote every three years, could detract from the long-term interests and goals of the Company.

This advisory vote on the frequency of future advisory votes on executive compensation is non-binding on the Company and the Board. Notwithstanding the Board’s recommendation and the outcome of the shareholder advisory vote, the Board may in the future decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such as discussion with shareholders and the adoption of material changes to compensation programs.

~~(OUR BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR CONDUCTING FUTURE VOTES ON EXECUTIVE COMPENSATION EVERY “THREE YEARS”)~~

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CORPORATE GOVERNANCE

Overview

We are committed to maintaining the highest standards of business conduct and corporate governance, which we believe are essential to running our business efficiently and maintaining our integrity in the marketplace. We have adopted a code of business conduct and ethics for our directors, officers, and employees, which, in conjunction with our Articles of Incorporation, Bylaws, and Board of Directors committee charters, form the framework for our corporate governance. All of these documents are available on our corporate website at www.mannatech.com.

Summary of All Directors and Executive Officers

The following table sets forth certain information regarding our executive officers and directors, including their ages as of April ~~23, 2013:~~20, 2016:

Name	Age	Position
~~Robert A. Sinnott, M.N.S., Ph.D.~~Alfredo (Al) Bala	4855	CEO and ~~Chief Science Officer~~President
~~S. Mark Nicholls~~Erin Barta	46	~~Chief Financial Officer~~General Counsel and Corporate Secretary
~~Roy Truett~~Joel Bikman	43	Senior Vice President of Sales and Marketing
Landen Fredrick	43	Senior Vice President of Supply Chain and IT
David A. Johnson	45	~~President of International and~~ Chief ~~Operating~~Accounting Officer
Ronald D. Norman	5457	Senior Vice President ~~International~~and Treasurer
~~Alfredo Bala~~Yong Jae (Patrick) Park	5248	~~Executive Vice~~Regional President ~~Sales & Marketing~~– Asia
Christopher J. Simons	53	Regional President – Europe, Middle East, Africa, Australia
J. Stanley Fredrick	7477	Chairman of the Board of Directors
Linda K. Ferrell, Ph.D.	56	Independent Board Member
Gerald E. Gilbert	7982	Independent Board Member
Larry A. Jobe	73	~~Independent Board Member~~
~~Alan D. Kennedy~~	8276	Independent Board Member
Marlin Ray Robbins	6770	Non-employee Board Member
Eric W. Schrier	64	Independent Board Member
Robert A. Toth	6063	Vice Chairman of the Board of Directors and an Independent Board Member

The following biographical information about our directors and executive officers listed above is in alphabetical order:

Alfredo (Al) Bala joined Mannatech in October 2007 as Senior Vice President, Global Sales. He was then named Executive Vice President, Sales in June 2011. Due to his involvement in Mannatech’s global sales and marketing efforts, in January 2012, Mr. Bala was named Executive Vice President, Sales & Marketing. Mr. Bala was promoted in February 2014 to serve as President International, Executive Vice President, Chief Sales & Marketing Officer. Mr. Bala was named President of the Company in May 2014. In August 2015, he was promoted to CEO. Mr. Bala served as Chief Operating Officer of Britt Worldwide, LLC, one of the largest independent Amway network marketing organizations, from 1992 to 2006. While with Britt Worldwide, his main focus was providing motivation, training and tools for associates in the field in more than 65 countries across the globe. Mr. Bala was also heavily involved in the launch and re-launch of over 60 international markets, including BRICS markets (Brazil, Russia, India, China and South Africa), which propelled the Britt Worldwide international sales volume to more than $500 million. Mr. Bala served as manufacturing plant manager for Bose Corporation from 1983 to 1992. He is conversant and/or fluent in more than 13 languages. In addition to more than 20 years of domestic and international experience in network marketing, Al’s proven record includes growing a major direct sales organization to $750 million, reaching more than one million people in 60 countries. Mr. Bala received an Associate Degree in Electrical Engineering from the Community College of Rhode Island.

Erin K. Barta joined Mannatech in November 2006 as Senior Corporate Counsel. She was named Assistant General Counsel in March 2009 and was named General Counsel and Corporate Secretary in August 2013. Prior to joining Mannatech, Ms. Barta served as Corporate Counsel and later Senior Corporate Counsel for Metromedia Restaurant Group, a subsidiary of Metromedia Company. She has a B.S. from Texas Woman’s University and received her J.D. from Texas Wesleyan University, now the Texas A&M University School of Law.

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Joel Bikman Senior Vice President of Sales and Marketing and Chief Marketing Officer, joined Mannatech in 2014 and provides the Company with significant experience within the direct selling, nutrition and personal care industries. He is responsible for overseeing and integrating the Company’s Research and Development, Customer Service and Sales and Marketing teams to provide a unique product and brand experience to each Associate and customer. Prior to joining Mannatech, Mr. Bikman held senior sales and marketing roles with nutrition-based direct selling companies Isagenix, FreeLife and TriVita, where he worked on strategic planning, product development, digital marketing, marketing communications, and more. Mr. Bikman previously worked in the advertising industry. He holds a BA in Communications and an MBA from Brigham Young University.

Linda K. Ferrell, Ph.D.was appointed to the Board as a Class III director in April 2015. She also serves as Chairman of the Associate Compliance Sub-committee and serves on the Science and Marketing Committee. She is currently a Distinguished Professor of Leadership and Business Ethics at Belmont University. She is President of the Academy of Marketing Science from 2014 through 2016 and serves on the board of the National Association of State Boards of Accountancy (NASBA) Center for the Public Trust. She also serves on the Board of Directors for the Direct Selling Education Foundation (DSEF), in an endowed board seat, and on the DSEF Executive Committee. She has published refereed or peer reviewed articles concerning marketing ethics, ethics training methods and effectiveness, and strategic philanthropy, corporate social responsibility and sustainability. She is a co-author of textbooks, including Business Ethics: Ethical Decision Making and Cases; 11th edition and Business: A Changing World, 10th edition; Management, 3rd edition; and Business and Society, 5th edition. She received her BS in Retailing-Fashion Merchandising and her MBA from Illinois State University in 1981 and 1983 respectively. She received her Ph.D. in Business Administration, management concentration, from the University of Memphis in 1996.

J. Stanley Fredrick has served as a Class II director since September 2001. His current term as director expires in ~~2013.~~2016. From November 2003 through January 2009, Mr. Fredrick served as the Lead Director for the Board. In January 2009, Mr. Fredrick was elected to serve as the Chairman of the Board of Directors. In 2003, Mr. Fredrick was a founding board member of Professional Bank in Dallas, Texas, a boutique bank that provided certain financial resources to its customers. He co-founded Cameo Couture, Inc., which operated as Colesce Couture, a distributor of intimate apparel, and Colony House, Inc., a private label cookware company, both of which operated through direct selling channels. Mr. Fredrick also co-founded Irving National Bank Shares, a commercial bank holding company, and served as a consultant to the bank from 1994 until it was sold in 2000. He currently serves on the board of Wine Shop at Home, a party planning company in Napa, California. Mr. Fredrick has been actively involved for over 3839 years in the Direct Selling Association, a national trade association of leading firms that manufacture and distribute goods and services directly to consumers. He has served on the Direct Selling Association’s Board of Directors and various committees thereof. From 1987 to 1988, Mr. Fredrick served as Chairman of the Direct Selling Association and from 1988 to 1990, he served as Chairman of the Direct Selling Education Foundation. He has been inducted into the Direct Selling Association’s highest honor, the “Hall of Fame,” as well as into the Direct Selling Education Foundation “Circle of Honor.” Mr. Fredrick received a B.A. in English from Central State University, in Edmond, Oklahoma.

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Landen Fredrick is the Senior Vice President of Supply Chain and Information Technology. At Mannatech Mr. Fredrick oversees supply chain, global logistics, regulatory affairs and information technology. Having been a part of Mannatech since 2006, Mr. Fredrick has played a key role in developing and driving systems to create efficiencies and manage scale for a company on the Direct Selling News’ Global 100 list. Fredrick is also the chairman of the M5M Foundation, a non-profit organization benefitting children in need. Mr. Fredrick also is a member of the Board of Directors of the Direct Selling Association. Mr. Fredrick owned a web and advertising business, Killian Fredrick, from 2001 to 2006. Mr. Fredrick earned a BA from Abilene Christian University in 1995 and his MBA from Amber University in 1997.

Gerald E. Gilbert has served as a Class I director since June 2003 and he is the Chairman of the Nomination/Governance and Compliance Committee. He also serves on the Audit Committee, the Compensation and Stock Option Plan Committee and the Science and Marketing Committee. His current term as director expires in ~~2015.~~2018. A former Assistant U.S. Attorney, from 1968 until his retirement in December 2002, Mr. Gilbert practiced law with the international law firm of Hogan and Hartson L.L.P., now known as Hogan Lovells L.L.P. His legal and business expertise includes international trade, national trade associations, and various areas of consumer products. From 1968 to 1999, Mr. Gilbert served as General Counsel to the Direct Selling Association. Mr. Gilbert was the recipient of the “Hall of Fame Award,” which is the Direct Selling Association’s highest honor. He also served as General Counsel to the World Federation of Direct Selling Associations and the Tropical Forest Foundation. Mr. Gilbert served in the U.S. Naval Reserve from 1956 to 1992 and was promoted to Rear Admiral (Two Stars), the top ranking officer in the Naval Reserve JAG Corps. During his distinguished military service, Mr. Gilbert received numerous awards, including the “Legion of Merit.” He is also a Past National President of the Federal Bar Association. He received a B.A. degree in English from Denison University, in Granville, Ohio and a Juris Doctor from the University of Virginia School of Law, in Charlottesville, Virginia. Mr. Gilbert is a member of the State Bars of Virginia and the District of Columbia and is admitted to practice before the United States Supreme Court.

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Larry A. Jobe has served as a Class I director since January 4, 2006. His current term as director expires in ~~2015.~~2018. In February 2007, Mr. Jobe began serving as Chairman of our Audit Committee. Mr. Jobe also serves on the Nominating/Governance and Compliance Committee, Compensation and Stock Option Plan Committee and the Science and Marketing Committee. Mr. Jobe serves as Chairman of Legal Network, Ltd., a firm he founded in 1993 that provides staffing and litigation support to law firms and corporate legal departments. He also currently serves as President and founder of P 1 Resources, LLC, which has provided engineering and light industrial staffing services to the construction industry since 1994. From 1991 to 1994, Mr. Jobe was Chairman and founder of Mitchell Jobe & Company, a provider of professional staffing services for government and industry. He is also a founder and Board Member of Pelton College, a for-profit accredited career school, since October 2005. From 1973 to 1991, he served in various capacities, including as a member of the Executive Committee and Chairman of the Strategic Planning Committee with the accounting firm Grant Thornton LLP. In 1969, he was appointed by President Richard Nixon to serve as the Assistant Secretary of Commerce for Administration at the United States Commerce Department. Mr. Jobe ~~currently serves~~previously served as the Chairman of Independent Bank of Texas and Chairman of the Audit Committee for U.S. Home Systems, Inc. In addition, Mr. Jobe served as Chairman of the Audit Committee and a member of the Board of Directors of SWS Group, Inc., a Dallas-based New York Stock Exchange ~~member. Mr. Jobe previously served as Chairman~~member from July 2005 through December 2014. He is a member of the ~~Audit Committee for U.S. Home Systems, Inc. until~~Board of the ~~company was sold in 2012.~~Dallas Seminary Foundation. He received a B.B.A. degree in Accounting from the University of North Texas, in Denton, Texas. Mr. Jobe maintained an active Certified Public ~~Accountant~~Accounting (CPA) license from 1962 to 2002 and currently maintains his license on an inactive or retired status. ~~Mr. Jobe serves as Chairman of the Dallas Seminary Foundation.~~

~~Alan D. Kennedy~~ has served as a Class III director since June 2002 and he is the Chairman of the Science Committee. His current term as director expires in 2014. Mr. Kennedy has over 30 years experience with various direct selling companies. From 1998 until his retirement in December 2001, he served as President Worldwide for Tupperware Corporation, a publicly traded company that distributes and sells various products in over 100 countries, primarily through direct selling channels. Since retiring, Mr. Kennedy continues to serve as a consultant to Tupperware Corporation. From 1989 to 1996, he served as President and Chief Executive Officer of Nature’s Sunshine Products, Inc., a publicly traded, network marketing company that manufactures and markets nutritional and personal care products worldwide. From 1986 to 1989, Mr. Kennedy provided various consulting services to several direct selling companies. From 1982 to 1986, he served as Vice President of Sales Development for Avon Products, Inc., a publicly traded, multinational manufacturer and distributor of cosmetics, toiletries, jewelry, chemicals and clothing. He received a B.A. degree, with honors, in Economics from Colgate University, in Hamilton, New York. His professional affiliations include serving as Chairman of the Direct Selling Association from 1995 to 1996 and serving as Chairman of the Direct Selling Education Foundation from 1996 to 1997. In 2004, Mr. Kennedy was inducted into the Direct Selling Association’s highest honor, the “Hall of Fame.” He serves on the Board of Directors of the Direct Selling Education Foundation and serves on the Board of Directors of Regents for Mercersburg Academy, a private secondary school in Mercersburg, Pennsylvania.

~~S. Mark Nicholls~~David A. Johnson joined Mannatech in ~~December 2007, serving~~July 2013 as ~~Senior Tax Manager. More recently, he served as Vice President Treasury & Tax. In December 2011, he~~Controller and was ~~promoted~~named Chief Accounting Officer in July 2015. He brings to ~~Chief Financial Officer.~~Mannatech more than 22 years of experience in reporting financial results to investors, creditors and management with a focus on improving the financial operations of the enterprise by financial planning and analysis, and working capital management. He leads the company’s accounting, finance and treasury teams. Prior to ~~joining~~ Mannatech, ~~Mr. Nicholls was Tax Director~~Johnson has held several financial management positions, including manager of accounting at ~~Carter & Burgess, a large U.S. architectural~~Safety-Kleen and ~~engineering firm, and Chief Financial Officer for The Cirrus Group, a real estate management and development company. Additionally, he spent 10~~financial controller at Copart. He has four years ~~working at such~~of experience in public accounting firms as PricewaterhouseCoopers and BDO Seidman. Mr. Nicholls received a B.B.A. degree in Finance in 1989 and a Master of Science in Taxation in 1991 from the University of Texas at Arlington.accounting. He is a Certified Public Accountant ~~licensed~~and holds a MA in ~~the~~Economics from Florida State University and a MA in Accounting from The University of ~~Texas.~~Texas at Dallas.

Ronald D. Norman joined Mannatech in May 1996 and was named Treasurer in February 2014. Prior to his current position, he was promoted to Senior Vice President International in June ~~2011. Prior to his current position, he~~2011 and previously served for several years as ~~Mannatech’s~~ Vice President of International Operations. ~~He also served as Mannatech’s Treasurer from 2003~~From 1996 to 2005, ~~and~~he held various ~~other~~ positions within Mannatech’s finance department ~~before his appointment as~~including Treasurer. Prior to joining Mannatech, Mr. Norman had 15 years of experience in public accounting, focusing on providing tax, accounting, finance and general business consulting services to entrepreneurial and growth stage companies with an emphasis on preparing these companies for entry into the public markets or preparing them for international expansion. Mr. Norman received both his B.S. and M.S. degrees from Baylor University. He is a Certified Public Accountant licensed in the State of Texas and is a member of the American Institute of Certified Public Accounts and Dallas Chapter of the Texas Society of Certified Public Accountants. ~~Mr. Norman donates his time and expertise to various autism advocacy groups in the North Texas area including the DFW Center of Autism and the North Texas Chapter of the Autism Society of America.~~ He and his family are volunteers for events sponsored by the Special Olympics.

Yong Jae (Patrick) Park joined Mannatech in 2009 as General Manager, South Korea. Mr. Park was promoted to General Manager Taiwan and Korea in May 2012, promoted to Regional Vice President Northern Asia in September 2013 before promotion to his current position, Regional President Asia, in May 2014. Mr. Park has management responsibilities for the South Korea, Japan, Taiwan and Hong Kong markets. Prior to joining Mannatech, Mr. Park served 13 years in the direct sales industry, including working at Herbalife from March 1993 to November 2006 where he worked on distributor operations and played a key role in international expansion to Russia, Korea, Thailand, Indonesia, Turkey and India. Mr. Park is fluent in English and Korean.

Christopher J. Simons joined Mannatech in 2008 as Director of Sales, South Africa. He was promoted to Regional Vice President Europe, Middle East and Africa in November 2013 and then to his current position, Regional President Europe, Middle East, Africa and Australia in May 2014. Prior to his time at Mannatech, Mr. Simons spent 5 years as Chief Operating Officer at DreamHouse Publishing in South Africa. Prior to DreamHouse Publishing, Mr. Simons played integral roles in launching new markets including Malaysia, India, China, Turkey, Indonesia, Thailand, and the European region for Network TwentyOne, one of the largest independent networks of direct sellers in the world. Mr. Simons graduated Selborne College in 1980 and received a Post Graduate Diploma in Management Accounting from the University of Cape Town Graduate School of Business in 2000.

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Marlin Ray Robbins co-founded Mannatech and is a high-level independent associate. Mr. Robbins has served as a Class I director since June ~~2001and~~2001 and his current term as director expires in ~~2015.~~2018. He also serves on the Science and Marketing Committee. From 1992 to 1995, Mr. Robbins served on the Board of Republic Bank/NCNB. Mr. Robbins also served as a member of the Grand Prairie Independent School District Board from 1991 to 1994 and served as its President from 1993 to 1994. Mr. Robbins has over 25 years of experience with various network marketing and direct selling companies. He holds multiple positions in our global associates’ incentive network marketing system and is considered an expert regarding issues and critical needs related to building the success of our independent associates. Mr. Robbins has published a book related to his experience as an independent associate entitled You Can Too. He also helped to develop our global associate career and compensation plan. Mr. Robbins received a B.S. degree in Biology and Chemistry from Southwest Texas State University, in San Marcos, Texas. Mr. Robbins served in the active United States Army from 1969-1975 and as a helicopter pilot during the Vietnam War from 1971 to 1972. Mr. Robbins continued serving in the Army National Guard until 1983. During his service he was awarded thirteen air medals and the Bronze Star and reached the rank of Major.

~~Robert A. Sinnott, M.N.S., Ph.D.~~ Eric W. Schrier~~joined Mannatech~~ was appointed to the Board as a Class II director in ~~2005~~October 2014. He also serves on the Company’s Audit Committee, Compensation and Stock Option Plan Committee and is Chairman of the Science and Marketing Committee. His term as ~~Chief Science Officer,~~director expires in 2016. Mr. Schrier served as President and ~~became Co-CEO~~CEO of The Reader’s Digest Association where he was responsible for $2.4 billion in ~~2009. As of January 2012, he became the sole CEO. During~~revenue, 4,500 employees, and more than 100 million customers in 70 countries during his tenure Dr. Sinnott has served Mannatech to further its proprietary science, research and development, while initiating independent clinical trials that substantiate the Company’s flagship Ambrotose product. He also manages the Company’s quality assurance/quality control and global regulatory departments. Dr. Sinnott has held scientific positions in both industry and government over the past 20 years with experience in life sciences, chemistry, biotechnology and nutrition. For the past 13 years, he has worked directly in the dietary supplement industry both in the United States and internationally. Fromfrom January 2006 to ~~2011, Dr. Sinnott held a seat on~~March 2007. He currently serves as Chairman of the Board of Directors for Edible Media, a multi-platform media company in the farm-to-table food space. He also is a member of the ~~Council~~Board of ~~Responsible Nutrition’s (the “CRN”)~~Directors for TEN (The Enthusiast Network) (since January 2011), American Chemical Society (since June 2012), Reader’s Digest Association (since April 2014), and MeQuilibrium (since October 2011). He has previously served on the ~~leading trade association representing ingredient suppliers and manufacturers~~boards of ~~dietary supplements. From~~Willow House (from July 2009 to ~~2011, Dr. Sinnott also served as chair of the Senior Scientific Advisory Committee (SSAC) for the CRN. The SSAC is comprised of the highest-ranking scientific officers of member companies. Its role is~~December 2013), Demdex Corp (from July 2009 to ~~assist the CRN~~January 2011), and Bonnier USA (from September 2007 to July 2009). Since January 2009, he has consulted with ~~development~~large media corporations to help them create and ~~implementation of scientific strategy relating to scientific publications, scientific policies~~pursue their digital strategies and ~~programs by government agencies. Dr. Sinnott~~diversify their revenue streams. Mr. Schrier earned ~~his B.S. degree~~a Bachelor’s Degree in ~~Biological Sciences,~~Human Biology from Brown University in 1973 and a Masters in ~~Natural Science, and a Ph.D.~~Journalism from U.C. Berkeley in ~~Plant Sciences from Arizona State University, in Tempe, Arizona. His doctoral dissertation focused on agricultural biotechnology of industrial plants, including aloe vera.~~1977.

Robert A. Toth has served as a Class III director since March 2008 and he is the Chairman of the Compensation and Stock Option Plan Committee. ~~His current term as director expires in 2014.~~He also serves on the Audit Committee, the Nominating/Governance and Compliance Committee, the Associate Compliance Sub-Committee and the Science and Marketing Committee. Mr. Toth iswas the Co-founder, and until May 2015, was the Chairman of Tatra Spring LLC, a supply chain services company based in ~~Poland.~~Poland and founded in September 2008. He is a director of the Knowtions Company, a performance support systems software firm based in ~~Ringoes,~~ New Jersey. Since 2006, he has worked in venture capital as a private investor focused on new business startups in the technology sector. He has more recently served as a consultant to the direct selling industry. Mr. Toth has over 2738 years of direct selling ~~experience, most recently as~~experience. As President of Avon International from 2004 to ~~2005. In that capacity,~~2005, his operations included over 120 countries with annual revenues in excess of $5.5 billion. Mr. Toth began his Avon career in customer service in 1978, then moved to U.S. sales and operations and was promoted to U.S. Director of Sales in 1989. He transitioned to Avon International in 1991 as Director of New Business Development, where he played a lead role in Avon’s market entry plan for Russia. He was based in Warsaw from 1993 to 1997 as Avon’s President of Central and Eastern Europe, where he established and led Avon Poland. From 1997 to 2004, Mr. Toth was based in London where he held a number of senior management positions including Group Vice President, Eastern Europe, Middle East and Africa (1997-1999), Senior Vice President, Europe, Middle East and Africa (1999-2002) and Executive Vice President for Asia-Pacific, Europe, Middle East and Africa (2002-2003). Mr. Toth graduated from LaSalle University in 1974 with a B.A. in Business Administration and was an officer in the U.S. Marine Corps from 1975 to 1978.

~~Roy Truett~~ joined Mannatech in March 2013 as President, International and Chief Operating Officer. Mr. Truett was previously Chief Operating Officer at USANA Health Sciences, Inc. (“Usana”) since May 2011. As Chief Operating Officer, he was responsible for day-to-day operating activities and enhancing the internal organization process. His areas of responsibility included information technology, supply chain management, compensation plan strategies, project management and inventory control. Mr. Truett joined Usana in April 2003 as Executive Director of Information Technology before being promoted to Chief Information Officer in July 2005. He received a B.S. in business administration with an emphasis in information systems management from Francis Marion University in Florence, South Carolina and a M.B.A. from the University of Phoenix.

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Director Qualifications

The Board respects its responsibility to provide oversight, counseling and direction to the management in the interest, and for the benefit of, our shareholders. Accordingly, it seeks to be comprised of directors with diverse skills, experience and qualifications. It is critical that our directors understand the direct selling industry. It is equally important that, collectively, our directors have successful experience in each of the primary aspects of our business, including network marketing, direct sales, finance and audit, product strategy and development, independent associate relations, supply chain management, and sales and marketing.

J. Stanley Fredrick, our Chairman and ~~second-largest~~largest shareholder, brings to the Board many years of direct selling experience as well as broad operational and marketing expertise as a co-founder of two direct selling companies. Mr. Fredrick also has significant experience serving on other company boards of directors, as well as the Direct Selling Association’s board and its various committees. Mr. Fredrick’s professional background provides him with a vast understanding of our Company, associate field leadership, and sales techniques.

Linda K. Ferrell, Ph.D. brings to the Board extensive knowledge in marketing and business ethics. Dr. Ferrell's work with the Direct Selling Education Foundation provides her with unique knowledge and perspective as to how direct selling and network marketing are changing and evolving. Dr. Ferrell's knowledge of marketing, business ethics, and the direct selling industry make her a valued member of the Board.

Gerald E. Gilbert brings to the Board extensive legal and business experience in international trade and various areas of consumer products. Mr. Gilbert served as General Counsel to the Direct Selling Association and as General Counsel to the World Federation of Direct Selling Associations. Mr. Gilbert’s legal expertise in the direct selling industry makes him a valued member of the Board.

Larry A. Jobe brings to the Board extensive experience in management, finance and auditing. Mr. Jobe also has significant experience serving on other public company boards. Mr. Jobe’s considerable experience in public accounting and in evaluating financial statements makes him particularly well-suited to serve as chair of the Audit Committee. Mr. Jobe maintained an active CPA license from 1962 to 2002.

Alan D. Kennedy brings to the Board over 30 years of experience with various direct selling companies. Mr. Kennedy shares with the Board extensive knowledge of operations, sales, and marketing which he acquired through his executive experience with various public direct selling companies, such as Tupperware Corporation, Nature’s Sunshine Products, Inc., and Avon Products, Inc.

Marlin Ray Robbins is our co-founder, a substantial shareholder, and a high-level associate in our global downline network marketing system. Mr. Robbins brings to the Board over 25 years of experience with various network marketing and direct selling companies. Mr. Robbins’ vast understanding of associate field leadership makes him an expert in issues and critical needs related to building the success of our independent associates and a valued member of the Board.

Eric W. Schrier brings to the Board experience in marketing and digital publishing. Mr. Schrier has significant experience in leading and advising companies on strategies including The Reader’s Digest Association. From July 2009 to December 2013, he served on the board of Willow House, a party plan company. Mr. Schrier’s knowledge of marketing, digital publishing, and leading a large multi-national company makes him a valuable addition to the Board.

Robert A. Toth brings to the Board extensive experience in senior management and as a venture capitalist. Mr. Toth has over 2538 years of direct selling experience, ~~most recently~~principally with Avon Products, Inc. Mr. Toth’s considerable experience with international markets makes him a valuable member of the Board, as international expansion has been, and continues to be, an important part of our long-term strategic plan. Having served in various leadership positions of Avon International, Mr. Toth has an in-depth understanding of the direct selling industry.

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Consideration of Director Nominees

Under our Bylaws, the Nominating/Governance and Compliance Committee of our Board of Directors recommends to the Board all candidates for election by our shareholders at each annual meeting of shareholders. Although the Board has not formally established criteria for Board membership, the Board does consider several factors before recommending a candidate for Board membership. These factors include the following:

·●

the experience level, mix of skills and other business qualities a potential nominee may possess;

·●

the general experience and skill levels of current Board members;

·●

the potential nominee’s experience with accounting rules and practices;

·●

the verification of background, work, and education of a potential nominee; and

·●

other factors as the ~~Nominating,~~ Nominating/Governance and Compliance Committee may deem in the best interests of our shareholders.

In addition, the ~~Nominating,~~ Nominating/Governance and Compliance Committee will recommend director candidates in order to ensure that:

·●

a majority of the Board of Directors are “independent” as defined by NASDAQ and SEC rules;

·●

each of the Audit, Compensation and Stock Option Plan, and ~~Nominating,~~ Nominating/Governance and Compliance Committees are comprised entirely of independent directors; and

·●

at least one member of the Audit Committee has the experience, education and qualifications necessary to qualify as an “audit committee financial expert” as defined by the SEC.

The ~~Nominating,~~ Nominating/Governance and Compliance Committee may solicit recommendations for director nominees from any or all of the following sources: non-management directors, executive officers, third-party search firms or any other source it deems appropriate. The ~~Nominating,~~ Nominating/Governance and Compliance Committee will review and evaluate the qualifications of any proposed director candidate that it is considering or that has been properly recommended to it by a shareholder and conduct inquiries it deems appropriate into the background of these proposed director candidates. When nominating a director for re-election, the ~~Nominating,~~ Nominating/Governance and Compliance Committee will also consider the director’s past performance on the Board. The ~~Nominating,~~ Nominating/Governance and Compliance Committee will evaluate all proposed director candidates based on the same criteria, with no regard to the source of the initial recommendation of the proposed director candidate.

The ~~Nominating,~~ Nominating/Governance and Compliance Committee does not have a formal policy with respect to diversity; however, the Board and the ~~Nominating,~~ Nominating/Governance and Compliance Committee believe it is important that Board members represent diverse viewpoints. In considering candidates, the ~~Nominating,~~ Nominating/Governance and Compliance Committee considers the entirety of each candidate’s credentials, including such candidate’s diverse skills, experience and qualifications.

If a shareholder would like our Nominating/Governance and Compliance Committee to consider specific candidates for nomination to the Board, a shareholder should deliver written notice to our Corporate Secretary at our corporate headquarters, located at 600 S. Royal Lane, Suite 200, Coppell, Texas 75019, or by fax at (972) 471-5642. As required by our Bylaws, written notice of such proposed candidates for director should be delivered no later than December 31, 2016 to allow the Board time to consider such persons for nomination at our 2017 Annual Shareholders’ Meeting. The written notice should include the candidates’ full name, age, biographical background, and qualifications. If a shareholder intends to present a director nomination at the 2017 Annual Shareholders’ Meeting, the shareholder should follow the procedures describe on page 5 of this proxy statement.

Board Leadership Structure and Role in Risk Oversight

Meetings of the Board are presided over by the Chairman of the Board, currently Mr. J. Stanley Fredrick. Our Bylaws do not require that the Chairman be independent. However, the Board believes in the separation of the Chairman and CEO roles. ~~Therefore, these positions have been separated.~~ Most important among the considerations to keep these roles separate was that the separation of the Chairman and CEO positions allows our CEO to focus on operational issues and the Chairman to focus on governance and other related issues.

~~Each member~~

Table of ~~the Board is sophisticated and has significant business experience.~~ Contents

In addition, we believe that the effectiveness of the Board is enhanced by having separate Chairman and CEO positions.

It is management’s responsibility to manage risk and bring to the Board’s attention any material risks facing the Company. The Board, as a whole and through its committees, regularly reviews various areas of significant risk, and advises and directs management on the scope and implementation of policies, strategic initiatives and other actions designed to mitigate various types of risks. Specific examples of risks primarily overseen by the full Board include competition risks, industry risks, economic risks, liquidity risks, business operations risks, regulatory risks and risks posed by significant litigation matters. Our Audit Committee regularly discusses with management and the independent auditors significant financial risk exposures and the processes management has implemented to monitor, control and report such exposures. Specific examples of risks primarily overseen by the Audit Committee include risks related to the preparation of the Company’s financial statements, disclosure controls and procedures, internal controls and procedures required by the Sarbanes-Oxley Act of 2002, accounting, financial and auditing risks, matters reported to the Audit Committee through the internal audit department and through anonymous reporting procedures.

~~Table of Contents~~

Classes of Our Board of Directors

~~Six~~Seven directors currently serve on the Board, which is divided into three classes serving staggered three-year terms, which expire on the day of our Annual Shareholders’ Meeting. The Board has determined that ~~four~~five of our directors are independent. The members of each of the classes and the expiration dates of their terms as of April ~~23, 2013,~~20, 2016, are as follows:

Class	Term Expiration	Directors
Class I	~~2015~~2018	Gerald E. Gilbert^, Larry A. Jobe^, and Marlin Ray Robbins
Class II	~~2013~~2016	J. Stanley Fredrick⁽¹⁾ and Eric W. Schrier*
Class III	~~2014~~2017	~~Alan D. Kennedy~~* ~~and~~ Robert A. Toth^(2) and Linda K. Ferrell, Ph.D.^

*	Independent Board Member

(1)	Chairman of the Board of Directors

(2)	Vice Chairman of the Board of Directors

On April 1, 2015, Dr. Linda Ferrell was appointed an independent board member to fill the Class III board seat vacated by Alan D. Kennedy who retired from Mannatech’s Board of Directors effective February 27, 2015.

The Board held ~~five~~four regular meetings and ~~five~~four special meetings during ~~2012.~~2015. All of our directors attended ~~on average, approximately 95%~~all of the meetings of the Board and of various committees on which they ~~served, excluding Mrs. Wier who retired from the Board on July 31, 2012.~~served. Although we do not have a formal policy regarding attendance by directors at our Annual Shareholders’ Meeting, we encourage and expect all of our directors to attend our Annual Shareholders’ Meeting. All of our directors ~~excluding Mrs. Wier,~~ attended our ~~2012~~2015 Annual Shareholders’ Meeting, which was held on May ~~30, 2012.~~28, 2015. It is anticipated that all of our directors will attend our ~~2013~~2016 Annual Shareholders’ Meeting to be held on June ~~5, 2013.~~2, 2016.

Director Independence

The Board has determined that each of Messrs. Gilbert, Jobe, ~~Kennedy,~~Schrier, and Toth and ~~Mrs. Wier (who retired from the Board in July 2012)~~Dr. Ferrell qualify ~~(or qualified with respect to Mrs. Wier)~~ as “independent” as defined by applicable NASDAQ and SEC rules. In making this determination, the Board has concluded that none of these members has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

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Committees of Our Board of Directors

During ~~2012,~~2015, the Board had ~~five~~four committees with various functions. All committee members attended ~~on average, approximately 95%~~all of their committee meetings. During ~~2012,~~2015, the committees held the following number of meetings:

·●

Audit Committee: 7;4 regular meetings and 8 special meetings;

·●

Compensation and Stock Option Plan Committee: 5;4 regular meetings and 4 special meetings;

●

~~Nominating~~Nominating/Governance and ~~Governance~~Compliance Committee: 4;4 regular meetings and 4 special meetings;

●

~~Compliance~~Science and Marketing Committee: 4;4 regular meetings; and

●

~~Science Committee: 4.~~Associate Compliance Subcommittee: 0 meetings.

As of April ~~23, 2013,~~20, 2016, the Board committee membership is as follows:

Director’s Name	Audit Committee		Compensation and Stock Option Plan Committee		~~Nominating,~~Nominating/ Governance, and ~~and~~ Compliance Committee	Associate Compliance Subcommittee	Science and Marketing Committee
Non-Employee Independent Directors:
Linda K. Ferrell, Ph.D.						C	X
Gerald E. Gilbert	X		X		C		X
Larry A. Jobe	C	X	X		X		X
~~Alan D. Kennedy~~Eric W. Schrier	X		X			X	C
Robert A. Toth⁽¹⁾	X		C		X	X	X
Non-Employee Directors:
J. Stanley Fredrick~~(1)~~⁽²⁾
Marlin Ray Robbins				X

Member

C	Committee Chairman

⁽¹⁾	Vice Chairman of the Board of Directors

⁽²⁾	Chairman of the Board of Directors

The committees and their functions are as follows:

Audit Committee. Our Audit Committee consists of Messrs. Gilbert, Jobe, ~~Kennedy~~Schrier and Toth and is chaired by Mr. Jobe. The Board has determined that each member of our Audit Committee meets the independence and financial literacy requirements for purposes of serving on such committee under applicable NASDAQ and SEC rules and that Mr. Jobe qualifies as an “audit committee financial expert” as defined by the SEC. Our Audit Committee is primarily responsible for approving all services provided by our independent registered public accounting firm, reviewing our annual audit results, and meeting with our independent registered public accounting firm to periodically review our internal controls, internal control over financial reporting, and financial management practices. Our Audit Committee’s responsibilities are stated more fully in its amended and restated charter, which is posted on our corporate website at ~~www.mannatech.com~~http://ir.mannatech.com. Our Audit Committee’s report appears in this proxy statement on page ~~38.~~40

Compensation and Stock Option Plan Committee. Our Compensation and Stock Option Plan Committee consists of Messrs. Gilbert, Jobe, ~~Kennedy~~Schrier and Toth and is chaired by Mr. Toth. The Board has determined that each member of our Compensation and Stock Option Plan Committee meets the independence requirements for purposes of serving on such committee under applicable NASDAQ and SEC rules. None of our executive officers serves as a member of any board of directors or as a member of any other compensation committee for any other entity that has or has had one or more of their executive officers serving as a member of the Board or on our Compensation and Stock Option Plan Committee. Our Compensation and Stock Option Plan Committee is primarily responsible for establishing all compensation for our executive officers and directors including salaries, bonuses, stock option grants, and stock option plan administration. Our Compensation and Stock Option Plan Committee may ask members of management or others whose advice and counsel are relevant to the issues then being considered by the Committee to attend any meetings and to provide such pertinent information as the Committee may request. Our Compensation and Stock Option Plan Committee’s responsibilities are stated more fully in its revised charter, which is posted on our corporate website at ~~www.mannatech.com~~http://ir.mannatech.com.

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~~Nominating,~~ Nominating/Governance, and Compliance Committee. Our ~~Nominating,~~ Nominating/Governance, and Compliance Committee consists of Messrs. Gilbert, Jobe, ~~Kennedy~~ and Toth and is chaired by Mr. Gilbert. The Board has determined that each member of the ~~Nominating,~~ Nominating/Governance, and Compliance Committee meets the independence requirements for purposes of serving on such committee under applicable NASDAQ and SEC rules. Our ~~Nominating,~~ Nominating/Governance, and Compliance Committee is primarily responsible for reviewing and recommending nominees to the Board, developing plans regarding the size and composition of the Board, developing management succession planning, and establishing and maintaining policies and procedures to handle and investigate complaints, including whistleblower or other confidential complaints. Our ~~Nominating,~~ Nominating/Governance, and Compliance Committee is also responsible for directing the investigation of complaints including advising the Board about the outcome of any complaints or any other legal matters. For information on criteria for director nominees, see “Consideration of Director Nominees”, beginning on page ~~17. In December 2012, the Nominating and Governance Committee and the Compliance Committee merged into the Nominating, Governance and Compliance Committee.~~16. Our ~~Nominating,~~ Nominating/Governance and Compliance Committee’s responsibilities are stated more fully in its charter that is posted on our corporate website at www.mannatech.com. For additional information on nominating nominees to the Board see “Shareholder Procedures for Nominating Board Members or Introducing Proposals,” beginning on page 6 of this proxy statement.

On May 27, 2015, the Nominating, Governance, and Compliance Committee formed a new Associate Compliance Sub-Committee to support the Committee’s oversight of management’s responsibilities regarding the Company’s compliance with legal and regulatory requirements related to the marketing, distribution, and sale of the Company’s products by the Company’s Associates. Dr. Linda Ferrell was appointed Chair of the sub-committee.

Science and Marketing Committee. Our Science and Marketing Committee was formed in June 2003 and consists of Messrs. Gilbert, ~~Kennedy,~~Schrier, Robbins, Jobe, and ~~Toth,~~Toth. On May 27, 2015, the Board elected Mr. Schrier as Chairman of the Science and ~~is chaired by Mr. Kennedy.~~Marketing Committee. Our Science and Marketing Committee is primarily responsible for overseeing all aspects of our product development and setting the overall direction of our product research and development.

Shareholder Communication with Our Board of Directors

We request that any shareholders interested in communicating directly with individual directors or with our entire Board submit such correspondence in writing. To submit written correspondence to the Board, fax such correspondence to (972) 471-7342, or send by email to BoardofDirectors@mannatech.com, or mail to Mannatech, Incorporated, Attention ~~CFO,~~Corporate Secretary, “For Mannatech’s Board of Directors,” 600 S. Royal Lane, Suite 200, Coppell, Texas 75019. Upon receipt, a copy of such correspondence will be given ~~to both the Corporate Secretary and~~ to J. Stanley Fredrick, our Chairman of the Board. All correspondence to specific Board members will be delivered directly to the individual Board member. A voice message can be left for the Board at (972) 471-6512. Our Executive Officers and designated officials may be given access to such shareholder communications with the Board, except in instances in which the charters of our committees require anonymity.

Code of Ethics

In order to help promote the highest levels of business ethics, the Board adopted a Code of Ethics for our executive officers and directors in 2003. The Code of Ethics was amended in April 2006 and is published on our corporate website at ~~www.mannatech.com~~http://ir.mannatech.com. Any change in or waiver from and the grounds for such change in or waiver offrom our Code of Ethics shall be promptly disclosed by publishing such change or waiver on our corporate website at ~~www.mannatech.com.~~http://ir.mannatech.com. Our Code of Ethics applies to all of our executive officers and directors. Our Code of Ethics was designed to ensure that our business is conducted in a consistent legal and ethical manner and sets forth guidelines for all areas of professional conduct, including conflicts of interest, employment policies, protection of confidential information, and fiduciary duties.

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Compensation of Directors

We compensate our non-employee directors for serving and participating on the Board, for chairing committees, and for attending Board and Board committee meetings. Our ~~Nominating,~~ Nominating/Governance and Compliance Committee reviews the compensation of our non-employee directors and recommends to the Compensation and Stock Option Plan Committee any changes to director compensation that the ~~Nominating,~~ Nominating/Governance and Compliance Committee deems appropriate. Our Compensation and Stock Option Plan Committee then reviews such recommendations and after due deliberation and consideration approves any such changes it deems appropriate and recommends them to the Board. The Board then reviews such recommendations and after due deliberation and consideration approves any such changes it deems appropriate. Non-employee director fees during ~~2012~~2015 were as follows:

	Board Member		Audit Committee		Compensation and Stock Option Plan Committee		Nominating/ Governance and Compliance Committee		Associate Compliance Sub- Committee			Science and Marketing Committee
Chairman fee⁽¹⁾	$	372,910	$	20,000	$	18,000	$	12,500	$	5,000	⁽³⁾	$	7,500
Vice Chairman fee⁽⁴⁾	$	100,000	$	—	$	—	$	—	$	—		$	—
Independent director retainer⁽¹⁾	$	40,000	$	—	$	—	$	—	$	—		$	—
In-person meeting fee	$	1,500	$	1,500	$	1,500	$	1,500	$	1,500		$	1,500
Telephonic meeting fee	$	500	$	500	$	500	$	500	$	500		$	500
Re-elected Board members⁽²⁾	$	—	$	—	$	—	$	—	$	—		$	—

Board
Member

Audit
Committee

Compensation
and Stock
Option Plan
Committee

Nominating
and
Governance
Committee(3)

Compliance
Committee(3)

Science
Committee

Chairman fee(1)
$ 372,910 $ 20,000 $ 7,500 $ 7,500 $ 7,500 $ 7,500
Independent director retainer(1)
$ 35,000 $ — $ — $ — $ — $ —
In-person meeting fee $ 1,000 $ 1,000 $ 1,000 $ 1,000 $ 1,000 $ 1,000
Telephonic meeting fee $ 500 $ 500 $ 500 $ 500 $ 500 $ 500
Re-elected Board members(2)
$ — $ — $ — $ — $ — $ —

(1)

The Chairman fee and director retainer are paid monthly during the calendar year.

(2)

Each non-employee director re-elected to the Board by our shareholders was granted 5,000 stock options. The stock options are priced on the date of grant and expire in ten years. One-third of the stock options vest on the date of grant, another one-third of the stock options vest on the first anniversary date of grant, and the remaining one-third of the stock options vest on the second anniversary of the date of grant.

(3)

Chairman fees for the Associate Compliance Sub-Committee began in June 2015.

(4)

Beginning September 2015, Mr. Toth was paid a retainer of $100,000 for serving as Vice Chairman of the Board. The ~~Nominating and Governance Committee and~~Vice Chairman fee is paid monthly during the ~~Compliance Committee were merged in December 2012 with Mr. Gilbert being named chairman. The new committee, Nominating, Governance, and Compliance Committee, has an annual chairman fee of $12,500.~~calendar year.

All directors are reimbursed for any reasonable out-of-pocket travel expenses in connection with their travel to and attendance at any of the Board’s meetings or committee meetings.

For fiscal year 2016, (i) the annual retainer for independent Directors increased to $70,000, from $40,000, (ii) in-person Board meeting and committee meeting fees have been eliminated, and (iii) telephonic Board and telephonic committee meeting fees and chairman, vice chairman, and committee chairman fees will be retained at the 2015 level. Additionally, for fiscal year 2016, fifty percent of the annual retainer will be awarded each January to the Directors in restricted stock with 1/3 vesting immediately, 1/3 after one year, and 1/3 after two years.

For fiscal year 2016, Marlin Ray Robbins will receive the annual retainer fee for Directors and is eligible to receive telephonic committee meeting fees. Mr. Robbins co-founded Mannatech, is a high-level independent associate, has served as a Class I director, and serves as a member of the Science and Marketing Committee. Mr. Robbins did not receive any fees for serving and participating on the Board or for serving on any committee in 2015.

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~~2012~~ 2015Director Compensation Table

The table below summarizes the compensation paid during ~~2012~~2015 to our non-employee directors. ~~We have not granted stock awards to our non-employee directors, and our~~Our non-employee directors do not receive non-equity incentive plan compensation, or nonqualified deferred compensation.

Director	Fees Earned or Paid in Cash(1)		Option Awards(2)		All Other Compensation			Total			Fees Earned or Paid in Cash ⁽¹⁾		Stock Awards		Option Awards ⁽²⁾		All Other Compensation			Total
J. Stanley Fredrick	$	372,910	$	—		10,903	(3)	$	383,813	$	356,915	$	─	$	─	$	20,453	⁽³⁾	$	377,368
Gerald E. Gilbert	$	76,667	$	25,950	─			$	102,617	$	89,500	$	─	$	62,740	$	─		$	152,240
Larry A. Jobe	$	81,000	$	25,950	─			$	106,950	$	95,500	$	─	$	62,740	$	─		$	158,240
Alan D. Kennedy	$	72,500	$	—	─			$	72,500	$	16,917	$	─	$	─	$	─		$	16,917
Marlin Ray Robbins	$	6,500	$	25,950		2,605,766		$	2,638,216	$	─	$	─	$	62,740	$	2,922,189	⁽⁴⁾	$	2,984,929
Eric W. Schrier										$	73,456	$	─	$	─	$	─		$	73,456
Linda K. Ferrell, Ph.D.										$	43,417	$	─	$	55,421	$	─		$	98,838
Robert A. Toth	$	67,000	$	—	─		(4)	$	67,000	$	126,833	$	16,950⁽⁵⁾	$	─	$	─		$	143,783
Patricia A. Wier(5)	$	37,542	$	—	─			$	37,542

(1)

The amounts reported in this column represent the aggregate dollar amount of annual retainer fees, committee and/or chairmanship fees, and meeting fees, as described in the table above. The Chairman fee is 372,910, and Mr. Fredrick reimburses the Company $15,995 for his health insurance.

(2)

The amounts reported in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 “Stock Compensation” ~~for option awards granted~~. The first grant on April 2, 2015 consisted of 5,000 stock options to Linda K. Ferrell, Ph.D. with an exercise price of $18.55. The second was a grant to Messrs. Gilbert, Jobe, and Robbins that were awarded in connection with their re-election to the Board at the ~~2012~~2015 Annual Shareholders’ Meeting. ~~Each Class I director~~They each received a grant of 5,000 stock options with an exercise price of ~~$5.19. See table below titled “Directors’ Stock Options Outstanding” for aggregate options outstanding at year end. Each~~$20.95 pursuant to our policy that each non-employee director re-elected to the Board by our shareholders is granted 5,000 stock options. ~~The stock options are priced on~~For the ~~date of grant. One-third~~aforementioned grants, one-third of the stock options vest on the date of grant, another one-third of the stock options vest on the first anniversary date of the grant, and the remaining one-third of the stock options vest on the second anniversary of the date of grant. The stock options are priced on the date of grant. See table below titled “Directors’ Stock Options Outstanding” for aggregate options outstanding at year-end.

(3)

Included in other compensation is our payment for Mr. Fredrick’s ~~2012 medical and dental insurance premiums of $8,228,~~ travel of ~~$753~~$17,953 and ~~membership dues for a private club~~other miscellaneous expenses of ~~$1,922.~~$2,500.

(4)

Mr. Robbins holds positions in our associate global downline network marketing system and we paid him commissions of approximately ~~$2.6~~$2.9 million in connection therewith.

(5)

~~Mrs. Wier retired from our Board effective July 31, 2012.~~1,000 shares of stock awarded as compensation for Mr. Toth serving as the Vice Chairman of the Board.

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Directors’ Stock Options Outstanding

The table below summarizes the outstanding stock options of our non-employee directors as of December 31, ~~2012:~~2015:

Director	Grant Date	Aggregate Number of Shares Underlying Outstanding Stock Options		Exercise Price Per Share		Grant Date Fair Value of Option Awards		Calculated Fair Value Price Per Share		Fair Value of Option Awards Recognized in 2015^(a)
J. Stanley Fredrick	June 10, 2010		6,976	$	23.70	$	82,326	$	11.80	$	—
February 21, 2013			5,000	$	5.72	$	17,850	$	3.57	$	5,945
June 5, 2013			5,000	$	9.89	$	30,350	$	6.07	$	4,324
February 20, 2014			8,000	$	19.60	$	97,660	$	12.21	$	32,553
			24,976			$	228,186			$	42,822

Linda K. Ferrell, Ph.D.	April 1, 2015		5,000	$	18.55	$	55,421	$	11.08	$	27,655
			5,000			$	55,421			$	27,655

Gerald E. Gilbert	November 20, 2008		1,000	$	25.00	$	10,300	$	10.30	$	—
June 10, 2009			5,000	$	30.00	$	72,000	$	14.40	$	—
August 16, 2010			2,315	$	24.60	$	32,421	$	14.00	$	—
May 30, 2012			1,667	$	5.19	$	16,050	$	3.21	$	—
February 21, 2013			3,333	$	5.72	$	17,850	$	3.57	$	5,945
February 20, 2014			5,000	$	19.60	$	61,037	$	12.21	$	20,346
May 28, 2015			5,000	$	20.95	$	62,740	$	12.55	$	33,313
			23,315			$	272,398			$	59,603

Larry A. Jobe	November 20, 2008		1,000	$	25.00	$	10,300	$	10.30	$	—
June 10, 2009			5,000	$	30.00	$	72,000	$	14.40	$	—
August 16, 2010			1,410	$	24.60	$	19,740	$	14.00	$	—
May 30, 2012			1,667	$	5.19	$	16,050	$	3.21	$	—
February 21, 2013			3,334	$	5.72	$	17,850	$	3.57	$	5,945
February 20, 2014			5,000	$	19.60	$	61,037	$	12.21	$	20,346
May 28, 2015			5,000	$	20.95	$	62,740	$	12.55	$	33,313
			22,411			$	259,717			$	59,603

Marlin Ray Robbins	June 12, 2006		1,115	$	112.10	$	54,373	$	48.77	$	—
November 20, 2008			1,000	$	25.00	$	10,300	$	10.30	$	—
June 10, 2009			5,000	$	30.00	$	72,000	$	14.40	$	—
May 30, 2012			5,000	$	5.19	$	16,050	$	3.21	$	—
February 21, 2013			5,000	$	5.72	$	17,850	$	3.57	$	5,945
February 20, 2014			5,000	$	19.60	$	61,037	$	12.21	$	20,346
May 28, 2015			5,000	$	20.95	$	62,740	$	12.55	$	33,313
			27,115			$	294,350			$	59,603

Eric W. Schrier	October 29, 2014		5,000	$	14.19	$	42,545	$	8.51	$	14,175
			5,000			$	42,545			$	14,175

Robert A. Toth	August 16, 2010		2,410	$	24.60	$	33,751	$	14.00	$	—
June 9, 2011			13,157	$	11.40	$	84,211	$	6.40	$	—
February 21, 2013			5,000	$	5.72	$	17,850	$	3.57	$	5,945
February 20, 2014			5,000	$	19.60	$	61,037	$	12.21	$	20,346
May 28, 2014			5,000	$	14.68	$	45,092	$	9.02	$	15,006
			30,567			$	241,941			$	41,297

Director Grant Date
Aggregate Number of
Shares Underlying
Outstanding Stock
Options

Exercise
Price
Per Share

Grant Date Fair
Value of Option
Awards

Calculated Fair
Value Price Per
Share

Fair Value of
Option Awards
Recognized in
2012(a)

J. Stanley Fredrick November 20, 2008 1,000 $ 27.50 $ 9,800 $ 9.80 $ —
June 10, 2010 6,976 $ 23.70 $ 82,326 $ 11.80 $ 12,072
August 16, 2010 392 $ 27.10 $ 5,491 $ 14.01 $ —
8,368 $ 97,617 $ 12,072

Gerald E. Gilbert November 20, 2008 1,000 $ 25.00 $ 10,300 $ 10.30 $ —
June 10, 2009 5,000 $ 30.00 $ 72,000 $ 14.40 $ —
August 16, 2010 2,315 $ 24.60 $ 32,421 $ 14.00 $ —
May 30, 2012 5,000 $ 5.19 $ 25,950 $ 3.21 $ 8,505
13,315 $ 140,671 $ 8,505

Larry A. Jobe November 20, 2008 1,000 $ 25.00 $ 10,300 $ 10.30 $ —
June 10, 2009 5,000 $ 30.00 $ 72,000 $ 14.40 $ —
August 16, 2010 1,410 $ 24.60 $ 19,740 $ 14.00 $ —
May 30, 2012 5,000 $ 5.19 $ 25,950 $ 3.21 $ 8,505
12,410 $ 127,990 $ 8,505

Alan D. Kennedy November 20, 2008 1,000 $ 25.00 $ 10,300 $ 10.30 $ —
August 16, 2010 2,441 $ 24.60 $ 34,184 $ 14.40 $ —
June 9, 2011 13,157 $ 11.40 $ 84,211 $ 6.40 $ 28,898
16,598 $ 128,695 $ 28,898

Marlin Ray Robbins June 12, 2006 1,115 $ 112.10 $ 54,373 $ 48.77 $ —
November 20, 2008 1,000 $ 25.00 $ 10,300 $ 10.30 $ —
June 10, 2009 5,000 $ 30.00 $ 72,000 $ 14.40 $ —
May 30, 2012 5,000 $ 5.19 $ 25,950 $ 3.21 $ 8,505
12,115 $ 162,623 $ 8,505

Robert A. Toth August 16, 2010 2,410 $ 24.60 $ 33,751 $ 14.00 $ 1,591 (b)
June 9, 2011 13,157 $ 11.40 $ 84,211 $ 6.40 $ 28,898
15,567 $ 117,962 $ 30,489

(a)

Represents the calculated stock-based compensation expense recognized in our consolidated financial statements for the fair value of the option awards in accordance with FASB ASC Topic 718 “Stock Compensation”. Assumptions made in the calculation of these amounts are included in Note 11 to our audited financial statements for the fiscal year ended December 31, ~~2012,~~2015, included in our Annual Report on Form 10-K filed with the SEC on March ~~28, 2013.~~15, 2016.

~~(b)~~

Represents costs recognized in connection with our stock option exchange program conducted in 2010 and consists of 2012 expenses applicable to the surrendered options, the remaining unamortized compensation cost of the surrendered options, if any, prorated based on the number of days outstanding. There was no incremental stock option expense resulting from the exchange because the fair value of the replacement options was approximately equal to the fair value of the surrendered options they replaced.

Directors’ Stock Ownership Guidelines

We encourage our non-employee directors to own shares of our common stock equal to three times the value of a director’s annual board retainer in order to demonstrate to our shareholders and the investment community that our directors are personally committed to our success. However, we do not have a formal policy requiring our directors to own any specific number of shares.

Table of Contents

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information as of ~~April 23, 2013,~~March 31, 2016, concerning beneficial ownership of shares of our common stock by (a) each person known by us to beneficially own 5% or more of our outstanding shares of common stock, (b) each of our directors and “Named Executive Officers,” and (c) all of our current directors and executive officers as a group.

Name	Number of Outstanding Shares			Number of Shares Underlying Options ⁽¹⁾		Total Number of Outstanding Shares and Shares Underlying Options ^{(1) (2)}		% of Class Outstanding⁽¹⁾
Beneficial Owners of 5% or More
Michael Challen⁽³⁾		187,557		─			187,557		7.0	%
Renaissance Technologies LLC /Renaissance Technologies Holdings Corporation⁽⁴⁾		171,660		─			171,660		6.4	%
Directors and Named Executive Officers
J. Stanley Fredrick⁽⁵⁾		317,021	⁽⁶⁾		24,976		341,997		12.7	%
Marlin Ray Robbins		65,615			23,781		89,396		3.3	%
Robert A. Toth		54,615			28,900		83,515		3.1	%
Larry A. Jobe		45,615			19,077		64,692		2.4	%
Gerald E. Gilbert		12,615			19,981		32,596		1.2	%
Eric W. Schrier		615			3,333		3,948		0.1	%
Linda K. Ferrell, Ph.D.		615			3,333		3,948		0.1	%
Alfredo (Al) Bala		11,158			5,000		16,158		0.6	%
Joel R. Bikman		1,900			1,666		3,566		0.1	%
Yong Jae (Patrick) Park	─				1,500		1,500		0.1	%
Robert A. Sinnott, Ph.D.		9,703	⁽⁷⁾	─			9,703		0.4	%
All 14 executive officers and directors as a group		510,799			154,880		665,679		24.7	%

Name
Number of
Outstanding
Shares

Number of
Shares
Underlying
Options (1)

Total Number of
Outstanding Shares
and Shares Underlying
Options (1) (2)

% of Class
Outstanding(1)

Beneficial Owners of 5% or More
Samuel L. Caster(3)(4)
546,311 (5) 572 546,883 20.7 %
Tyler Rameson(6)
232,467 ─ 232,467 8.8 %
Directors and Named Executive Officers
J. Stanley Fredrick(3)
315,406 (7) 8,238 323,644 12.2 %
Marlin Ray Robbins 59,000 10,449 69,449 2.6 %
Larry A. Jobe 14,000 10,274 24,274 0.9 %
Alan D. Kennedy 3,410 (8) 15,786 19,196 0.7 %
Gerald E. Gilbert 2,500 10,878 13,378 0.5 %
Robert A. Toth ─ 14,765 14,765 0.6 %
Robert A. Sinnott, Ph.D 1,325 (9) 10,092 11,417 0.4 %
B. Keith Clark ─ 3,529 (10) 3,529 0.1 %
Alfredo (Al) Bala ─ 2,666 2,666 0.1 %

All 11 executive officers and directors as a group 399,171 85,831 485,002 18.3 %

(1)

Shares of our common stock subject to stock options, warrants, or any other convertible security currently exercisable or convertible, or exercisable or convertible within 60 days of ~~April 23, 2013,~~March 31, 2016, are deemed outstanding for computing the percentage of the person or entity holding such securities, but are not outstanding for computing the percentage of any other person or entity.

(2)

The information contained in this table with respect to beneficial ownership reflects “beneficial ownership” as defined in Rule 13d-3 under the Exchange Act. All information with respect to the beneficial ownership of any shareholder has been furnished by such shareholder and, except as otherwise indicated or pursuant to community property laws, each shareholder has sole voting and investment power with respect to shares listed as beneficially owned by such shareholder.

~~(3)~~

~~Messrs. Caster and Fredrick each beneficially own more than 5% of our common stock. Messrs. Caster and Fredrick maintain offices at 600 S. Royal Lane, Suite 200, Coppell, Texas 75019.~~

~~(4)~~

~~Mr. Caster served as our Chief Executive Officer from April 2003 until August 2007, and served as our Chairman of the Board from March 2002 until January 2009.~~

~~(5)~~

Mr. Caster pledged 530,000 shares of his common stock as collateral for a loan. Mr. Caster has informed us that the loan is currently in default and that Mr. Caster and the lender are working together to sell some or all of such pledged shares through a trading plan, pursuant to which limited amounts of the shares may be sold periodically over five years. Due to the provisions of the trading plan and applicable securities law limitations, there can be no certainty as to the timing or total amount of shares that may be sold.

~~(6)~~(3)

The information regarding the beneficial ownership of ~~Tyler Rameson~~Michael Challen is based on the Schedule 13G/A filed with the SEC by Mr. ~~Rameson~~Challen on ~~January 7, 2013,~~February 9, 2016, in which Mr. ~~Rameson~~Challen indicated he had sole power to vote and dispose of all such shares. The address for Mr. ~~Rameson~~Challen is ~~10 East Yanonali Street, Suite 2A,~~2786 Puestra Del Sol, Santa Barbara, CA ~~93101.~~93105.

~~(7)~~(4)

The information regarding the beneficial ownership of Renaissance Technologies LLC/Renaissance Technologies Holdings Corporation is based on the Schedule 13G filed with the SEC by Renaissance Technologies LLC/Renaissance Technologies Holdings Corporation on February 11, 2016, in which each of Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation indicated it had sole power to dispose of 171,630 of such shares, sole power to vote 158,660 of such shares and shared power to dispose of 30 of such shares. The address for Renaissance Technologies LLC/Renaissance Technologies Holdings Corporation is 800 Third Avenue, New York, NY 10022.

(5)	Mr. Fredrick beneficially owns more than 5% of our common stock. Mr. Fredrick maintains offices at 600 S. Royal Lane, Suite 200, Coppell, Texas 75019.

(6)

The number of shares owned by Mr. Fredrick includes ~~190,406~~192,021 shares of our common stock directly held by Mr. Fredrick and 125,000 shares of our common stock held through JSF Resources LTD Partnership. JSF Resources LTD is a limited partnership that is owned by FSJ Secure Trust, of which Mr. Fredrick is the sole beneficiary. Mr. Fredrick pledged 40,000 shares he holds individually as collateral for a loan.

~~(8)~~(7)

~~Includes 3,310~~Dr. Sinnott holds 3,333 shares ~~of our common stock~~ directly ~~held by Mr. Kennedy~~ and ~~100~~6,370 shares ~~of our common stock held through Kennedy Family Trust, for which Mr. Kennedy is trustee and grantor and whose beneficiaries are Mr. Kennedy’s wife and children.~~

~~(9)~~

~~These securities~~indirectly. The indirect holdings are held by Dr. Sinnott’s wife as custodian for his three sons. Dr. Sinnott has disclaimed beneficial ownership of these ~~shares.~~

~~(10)~~

~~Mr. Clark resigned effective March 18, 2013. Pursuant to~~shares.Dr. Sinnott left the ~~terms of the 2008 Plan, these stock options will expire~~Company on ~~June 18, 2013 unless exercised prior to such date.~~August 11, 2015.

Table of Contents

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who own more than 10% of our common stock to file initial reports of ownership and reports of changes in their beneficial ownership of our common stock with the SEC. Such persons are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file.

Based solely upon a review of such reports or written representations furnished to us that no other reports were required, we believe that during the year ended December 31, ~~2012,~~2015, except as noted below, all of our executive officers ~~directors,~~ and greater than 10% beneficial owners complied with all applicable Section 16(a) filing requirements. ~~However,~~Further, based solely on a review of such reports or written representations furnished to us, during the ~~current~~ fiscal year ~~Messrs.~~ ended December 31, 2015, each of Linda K. Ferrell, Larry A. Jobe, Robert A. Toth, Gerald E. Gilbert, J. Stanley Fredrick, ~~Robbins, Jobe, Toth, Kennedy~~Eric W. Schrier and ~~Gilbert each~~Marlin Ray Robbins filed a late Form 4 related to a grant of options in December 2015. For fiscal year ended December 31, 2015, Yong Jae Park filed a late Form 3 related to being designated a Section 16 officer in February ~~2013.~~2015, and David A. Johnson filed a late Form 3 related to being designated a Section 16 officer in July 2015.

Table of Contents

EXECUTIVE COMPENSATION

This executive compensation discussion describes our compensation program for the year ended December 31, ~~2012~~2015 for our Named Executive Officers listed below, which we refer to collectively as our “Named Executive Officers”.

Alfredo (Al) Bala – CEO and President

Yong Jae (Patrick) Park – Regional President Asia

Joel Bikman – Senior Vice President of Sales and Marketing

Robert A. Sinnott, Ph.D. – Former CEO and Chief Science Officer

~~B. Keith Clark – Former Chief Operating Officer, Chief Legal Officer, and Corporate Secretary; and~~

~~Alfredo Bala – Executive Vice President, Sales & Marketing~~

~~Dr. Sinnott~~Alfredo (Al) Bala is a Named Executive Officer based on his position, while the other individuals listed above were Named Executive Officers based on compensation earned in ~~2012.~~2015.

We compensate our executive officers through our executive compensation program that is designed to maintain a fair, equitable, and competitive compensation package that allows the Company to attract and retain top executive talent. Based on recommendations made by our Compensation and Stock Option Plan Committee, the Board approves all compensation related to our executive officers, including our Named Executive Officers. The Compensation and Stock Option Plan Committee annually reviews each executive officer’s responsibilities and performance. In general, our executive compensation program for executive officers, including our Named Executive Officers, consists ~~of:~~of payment of an annual base salary; participation in our Management Non-Equity Incentive Bonus Plan; stock option awards; and certain other benefits and perquisites.

Summary Compensation Table (2014 & 2015)

The following table summarizes the total compensation awarded to our Named Executive Officers for the fiscal years ended December 31, ~~2011~~2014 and ~~2012:~~2015:

Name and Principal Position Year
Salary(1)

Option
Awards(2)

Non-Equity Incentive Plan Compensation(3)

All Other
Compensation(4)
Total
Robert A. Sinnott, Ph.D. 2012 $ 350,000 $ ─ $ 5,078 $ 15,958 $ 371,036
CEO and Chief Science Officer 2011 $ 350,000 $ ─ $ 5,078 $ 20,508 $ 375,586

Alfredo (Al) Bala 2012 $ 300,000 $ ─ $ 4,531 $ 17,061 $ 321,592
Executive Vice President, Sales & Marketing 2011 $ 293,769 $ 3,200 $ 4,531 $ 12,885 $ 314,385

B. Keith Clark(5)
2012 $ 335,000 $ ─ $ 4,891 $ 17,309 $ 357,200
Former Chief Operating Officer and Chief Legal Officer 2011 $ 324,868 $ 8,250 $ 4,891 $ 12,387 $ 350,396

Name & Principal Position	Year	Salary⁽¹⁾		Bonus			Option Award⁽²⁾		Non-Equity Incentive Plan Compensation⁽³⁾			All Other Compensation⁽⁴⁾		Total

Alfredo (Al) Bala	2015	$	350,308	─			─		$	181,000		$	15,964	$	547,272
CEO and President	2014	$	319,846	$	12,462	⁽⁵⁾	$	61,037	$	243,000		$	26,180	$	662,525
Yong Jae (Patrick) Park ⁽⁶⁾	2015	$	280,665	$	165,614	⁽⁷⁾	─		$	27,294	⁽⁸⁾	$	24,362	$	497,935
Regional President Asia	2014	$	230,759	$	284,933	⁽⁷⁾	$	38,627	$	200,884	⁽⁸⁾	$	21,570	$	776,773

Joel Bikman	2015	$	281,923	─			$	53,024	$	113,000		$	14,820	$	462,767
Senior Vice President of Sales and Marketing	2014	$	179,808	─			$	60,919	$	206,250		$	10,589	$	457,566

Robert A. Sinnott, Ph.D. ⁽⁹⁾	2015	$	280,500	─			─		$	97,500		$	10,150	$	388,150
Former CEO & Chief Science Officer	2014	$	383,077	$	15,000	⁽⁵⁾	$	61,037	$	292,500		$	15,528	$	767,142

(1)	The amounts reported in this column represents the total amount paid to the executive during the year as a result of the executive’s annual base salary and the number of payroll periods in the respective year.

(2)

The amounts reported in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 “Stock Compensation” for option awards granted in ~~2012,~~2015 and ~~2011,~~2014, respectively. Assumptions made in the calculation of these amounts are included in Note 11 to our audited financial statements for the fiscal year ended December 31, ~~2012,~~2015, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March ~~27, 2013.~~15, 2016.

(3)

The amounts reported in this column represent non-equity incentive plan compensation paid in March ~~2013 and 2012~~2015 under our Management Non-Equity Incentive Bonus Plan with respect to ~~2008~~2014 and 2015 performance. We did not meet performance targets and no bonuses were earned in 2012 and 2011. Amounts reported in 2012 and 2011 represent 5% of the 2008 bonus amounts that were paid in 2013 and 2012 subject to the executive’s employment with us on the payment date.

(4)

The amounts reported in this column include, among other items, an automobile allowance or automobile lease payments, matching contributions to our 401(k) plan, automobile insurance coverage, and travel expenses paid on behalf of each Named Executive Officer, and are detailed in the “All Other Compensation” table included below.

(5)	The Board of Directors awarded in 2014 a year-end bonus of two weeks base salary that was paid in December 2014.

(6)

Mr. ~~Clark resigned as Chief Operating Officer~~Park’s compensation is denominated in Korean Won except for the Non-Equity Incentive Plan Compensation, which is denominated in United States Dollars. The Company has converted the compensation denominated in Korean Won to United States Dollars using the average daily midpoint for the period from January 1 through December 31 of the respective year. Using this methodology, the conversion rate for 2015 is 1,068.89 Korean Won per United States Dollar and for 2014 the conversion rate is 1,052.88 Korean Won per United States Dollar.

(7)

The Board of Directors awarded Mr. Park a discretionary bonus of ₩300,000,000 (or $284,933) in October 2014 of which ₩250,000,000 (or $237,444) was paid in November 2014 with the remainder being paid in March 2015. The Board of Directors awarded Mr. Park a discretionary bonus of ₩195,000,000 in 2015, which was paid in March 2016.

(8)

Pursuant to the 2014 non-equity incentive plan approved by the Compensation and Stock Option Plan Committee for Mr. Park, he earned ₩211,506,250 (or $200,884) in 2014 of which ₩185,100,000 (or $175,780) was paid in March 2015. Pursuant to the 2015 non-equity incentive plan approved by the Compensation and Stock Option Plan Committee for Mr. Park, he earned ₩32,016,400 (or $27,294)

(9)

Dr. Robert A. Sinnott, Ph.D. was the CEO and Chief ~~Legal~~Science Officer on February 14, 2013. In connection with Mr. Clark’s departure, on March 20, 2013, the Company and Mr. Clark entered into a Separation Agreement and Release effective March 18, 2013. Under the terms of this agreement, Mr. Clark will continue to receive his base salary ($335,000 per annum) through May 18, 2014. Additionally, the Company will pay up to $10,000 in outplacement services and will continue to provide Mr. Clark with a leased vehicle through May 18, 2014.until August 11, 2015.

Table of Contents

All Other Compensation Table ~~(2011~~(2014 and ~~2012)~~2015)

The amounts included in the “All Other Compensation” column of the Summary Compensation Table above are broken down as follows:

		Automobile Lease Payments		Company Matching 401(k) Contribution		Life Insurance		Travel Expenses⁽¹⁾		Total All Other Compensation
Name	Yr.	($)		($)		($)		($)		($)

Alfredo (Al) Bala	2015		12,000		2,550		1,414	─			15,964
	2014		12,000		2,550		746		10,884		26,180

Yong Jae (Patrick) Park	2015		24,362	─		─		─			24,362
	2014		21,570	─		─		─			21,570

Joel Bikman	2015		12,000		2,550		270	─			14,820
	2014		8,000		2,433		156	─			10,589

Robert A. Sinnott, Ph.D.	2015		8,000		1,500		650	─			10,150
	2014		12,000		2,550		601		377		15,528

Name
Year
Automobile
Lease
Payments
($)

Insurance
Premium for
Leased
Automobile
($)

Company
Matching
401(k)
Contribution
($)

Life
Insurance
($)

Travel
Expenses(1)
($)

Severance
($)

Total All
Other
Compensation
($)

Robert A. Sinnott, Ph.D. 2012 $ 12,000 $ ─ $ 3,416 $ 542 $ ─ $ ─ $ 15,958
2011 $ 12,000 $ ─ $ 3,366 $ ─ $ 5,142 $ ─ $ 20,508

Alfredo (Al) Bala 2012 $ 12,798 $ 528 $ 3,045 $ 690 $ ─ $ ─ $ 17,061
2011 $ 8,732 $ 1,585 $ 2,045 $ ─ $ 523 $ ─ $ 12,885

B. Keith Clark(2)
2012 $ 12,037 $ 1,601 $ 2,884 $ 787 $ ─ $ ─ $ 17,309
2011 $ 7,475 $ 1,585 $ 2,783 $ ─ $ 544 $ ─ $ 12,387

(1)

The amounts reported in this column reflect travel-related costs, including airfare, meals and entertainment, for our Named Executive Officers’ family members to travel with them at our Company-related events.

~~(2)~~

Mr. Clark resigned as Chief Operating Officer and Chief Legal Officer on February 14, 2013. In connection with Mr. Clark’s departure, on March 20, 2013, the Company and Mr. Clark entered into a Separation Agreement and Release effective March 18, 2013. Under the terms of this agreement, Mr. Clark will continue to receive his base salary ($335,000 per annum) through May 18, 2014. Additionally, the Company will pay up to $10,000 for outplacement services and will continue to provide Mr. Clark with a leased vehicle through May 18, 2014.

Executive Employment Agreements

~~Executive Employment Agreements~~

We enter into employment agreements with certain executive officers, including our Named Executive Officers. Pursuant to the terms of the employment agreements, some of our executive officers are entitled to severance in certain events of early termination. These provisions are described in the section titled “Potential Payments Upon Termination or Change in Control” appearing later in this Proxy Statement. In the employment agreements, we have agreed to pay relocation expenses for newly hired executives, provide a leased vehicle or pay a monthly automobile allowance, and allow our executives to participate in our Management Non-Equity Incentive Bonus Plan and in all of our other employee benefit plans. In addition, the employment agreements contain covenants regarding (i) confidentiality and non-disparagement that apply to the executive both during and after employment and (ii) non-competition and non-solicitation that apply to the executive during employment and for one year after termination. The following is a description of the other material terms of the employment agreements with our Named Executive Officers as of December 31, ~~2012:~~2015:

Named Executive Officer	Position	Effective Date of Agreement		Expiration Date		2011 Annual Base Salary		2012 Annual Base Salary		2013 Annual Base Salary		Position	Effective Date of Agreement	Expiration Date		2014 Annual Base Salary			2015 Annual Base Salary			2016 Annual Base Salary
Alfredo (Al) Bala												CEO	October 2007	August 2016	⁽¹⁾	$	324,000		$	324,000		$	400,000

Yong Jae (Patrick) Park												Regional President Asia	October 2009	September 2016	⁽²⁾	$	247,000	⁽³⁾	$	285,000	⁽³⁾	$	313,500	⁽³⁾

Robert A. Sinnott, Ph.D.	CEO and Chief Science Officer	October 2007	(1)	December 2013	(1)	$	350,000	$	350,000	$	350,000	Former CEO and Chief Science Officer	October 2007	August 2015	⁽⁴⁾	$	390,000		$	390,000		$	─
Alfredo (Al) Bala	Executive Vice President, Sales & Marketing	October 2007		December 2013	(2)	$	290,000	$	300,000	$	300,000
B. Keith Clark(3)	Former Chief Operating Officer and Chief Legal Officer	October 2007	(1)	March 2013	(1)	$	313,000	$	335,000	$	335,000

~~Table of Contents~~

Table of ~~senior executive officers, is 20% of his or her base salary.~~Contents

The following table represents the ~~2013 net operating income~~2015 Income from Operations targets and bonus opportunities:

~~2013 Adjusted Operating~~2015 Income from Operations Targets – Annual Bonus

1st Target

2nd Target

3rd Target

4th Target

Adjusted Operating Income*

~~$10 million~~

~~$11.5 million~~

~~$13 million~~

~~$14.3 million~~

Bonus Opportunity **

~~7.5% / 5.0%~~

~~15.0% / 10.0%~~

~~22.5% / 15.0%~~

~~30.0% / 20.0%~~

* Before accrual of Annual Bonus Opportunity.

Income from Operations ⁽¹⁾

$12.8 million

$14.0 million

$15.2 million

$16.4 million

** Senior executive officers

Bonus Opportunity ⁽²⁾

15% / ~~senior management exclusive of senior executive officers.~~5.0%

20% / 10.0%

30% / 15.0%

40% / 20.0%

Bonus Opportunity ⁽³⁾

15% / 5.0%

20% / 10.0%

30% / 15.0%

40% / 20.0%

⁽¹⁾ After accrual of Annual Bonus Opportunity

⁽²⁾ Messrs. Sinnott and Bala / Tier 1 senior management. Dr. Sinnott left the Company on August 11, 2015. Mr. Bala was promoted to CEO on August 11, 2015.

⁽³⁾ Messrs. Bala and Bikman / Tier 1 senior management beginning in August 2015.

For the year ending December 31, 2015, the Company earned $12.1 million in operating income, and the 1^st Target Income from Operations goal was not achieved. Under the Non-Equity Incentive Plan, the Board at its discretion awarded Named Executive Officers Mr. Bala $100,000, Mr. Bikman $44,250, and Mr. Park $13,647.

First Half Bonus Opportunity

The first half bonus opportunity is an incentive for our senior management to achieve Income from Operations above the annual bonus targets. To achieve a bonus opportunity, the actual Income from Operations, after ratable accrual of the annual bonus, must have exceeded the first half Income from Operations target. The bonuses were earned and payable after the Audit Committee accepted the financial statements for the first half of 2015.

The following table represents the 2015 Income from Operations targets and bonus opportunities:

2015 Income from Operations Targets – First Half Bonus

	2.	End of 2^nd Quarter

	Adjusted Operating Income ⁽¹⁾	$5.5 million

	Bonus Opportunity ⁽²⁾	25% / 5%

⁽¹⁾ Income from Operations after ratable accrual of Annual Bonus Opportunity.

⁽²⁾ Messrs. Sinnott and Bala / Tier 1 senior management. Dr. Sinnott left the Company on August 11, 2015. Mr. Bala was promoted to CEO on August 11, 2015.

Bonuses earned pursuant to the first half bonus opportunity will be in addition to any other bonuses earned by senior management of the Company. For the six months ending June 30, 2015, the Company earned $7.1 million in operating income, and Dr. Sinnott was awarded $97,500, Mr. Bala was awarded $81,000, Mr. Bikman was awarded $68,750, and Mr. Park was awarded $13,647.

Quarterly Bonus Opportunity

This bonus opportunity iswas only available to senior executive ~~officers. The~~officers who are composed of Messrs. Bala, Bikman and Fredrick. For 2015, the Board and the Compensation and Stock Option Plan Committee implemented a quarterly bonus opportunity as an incentive for our senior executive officers to achieve ~~Adjusted Operating~~ Income from Operations above the annual bonus targets. To achieve a bonus opportunity, the year-to-date actual ~~Adjusted Operating~~ Income from Operations, after ratable accrual of the annual bonus, must ~~exceed~~have exceeded the quarterly ~~Adjusted Operating~~ Income from Operations target. Once aearned, the quarterly bonus ~~is earned, it is~~was not subject to forfeiture based on the failure to meet future ~~Adjusted Operating~~ Income from Operations targets. ~~The maximum potential bonus that an eligible senior executive officer will be entitled to receive under this bonus opportunity is 100% of his or her salary if~~Bonuses were earned and payable after the ~~Company meets all prescribed Adjusted Operating Income targets.~~Audit Committee has accepted the financial statements for the respective quarter.

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The following table represents the ~~2013 Adjusted Operating~~2015 Income from Operations targets and bonus opportunities:

~~2013 Adjusted~~2015 Operating Income Targets – Quarterly Bonus

	End of 3^rd Quarter	End of Year

Adjusted Operating Income*	$11.2 million	$19.7 million

Bonus Opportunity	25%	50%

End of 2nd Quarter

End of 3rd Quarter
End of Year
Adjusted Operating Income* $8.6 million $14.2 million $18.7 million
Bonus Opportunity 25% 25% 50%

* After ratable accrual of Annual Bonus Opportunity.
* After ratable accrual of Annual Bonus Opportunity.

The Named Executive Officers and other senior executives participating in both the annual and quarterly bonus opportunities will be paid the greater of the bonus amounts achieved pursuant to the two bonus opportunities, but cannot be paid under both the annual and quarterly bonus opportunities.

For ~~2013,~~ the ~~maximum bonus opportunity (expressed as a percentage of base salary) that could be~~nine months ending September 30, 2015, the Company earned ~~by each Named Executive Officer under each~~$9.4 million in operating income, and for the twelve months ending December 30, 2015, the Company earned $12.1 million in operating income. Because the quarterly Operating Income targets were not achieved, Quarterly Bonuses were not paid.

Regional President Asia

The Board and the Compensation and Stock Option Plan Committee awarded bonuses discretionarily when considering the revenue growth and profitability of the ~~two~~markets. Both of the aforementioned bonus opportunities ~~discussed above is as follows:~~for Mr. Park are incremental to other bonus opportunities. Both bonus opportunities were earned and payable after the Audit Committee accepted the financial statements for year-end 2015, and Mr. Park was awarded $165,614.

Named Executive Officer Position
Maximum Potential
Bonus (Annual
Bonus opportunity)

Maximum Potential
Bonus
(Quarterly
Bonus opportunity)

Robert A. Sinnott, Ph.D. CEO and Chief Science Officer 30% 100%
B. Keith Clark Former Chief Operating Officer, Chief Legal Officer, and Corporate Secretary (resigned February 2013) N/A N/A
Alfredo Bala Executive Vice President, Sales & Marketing 30% 100%

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401(k) Plan

On May 9, 1997, we adopted a 401(k) Pre-tax Savings Plan (the “401(k) Plan”). All full time employees, including our Named Executive Officers, who have completed three months of service and are at least 21 years of age are eligible to participate in our 401(k) Plan. During ~~2012,~~2015, employees were allowed to contribute to our 401(k) Plan up to the maximum annual limit of their current annual compensation, as statutorily prescribed. The 401(k) plan permits matching employer contributions in the amount of $0.50 for each $1.00 contributed by a participating employee up to a maximum of 2%6% of the participant’s annual salary. The 401(k) Plan also allows us to make discretionary profit-sharing contributions each year based upon our profit. ~~We did not make any profit-sharing contributions in 2012.~~ Employee contributions and our matching contributions are paid to a corporate trustee and are invested as directed by the participant. Our contributions to our 401(k) Plan vest over five years or earlier if the participant retires at age 65, becomes disabled, or dies. Payments to participants may be made in the case of financial hardship, and distributions may be made in a lump sum. Our 401(k) Plan is intended to qualify under Section 401(a) of the Code, so that contributions made by employees or by us to our 401(k) Plan, and income earned on these contributions, are not taxable to our employees until withdrawn from the 401(k) Plan.

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~~2012~~2015 Outstanding Equity Awards at Fiscal Year End Table

The following table sets forth certain information about outstanding equity awards held by our Named Executive Officers at December 31, ~~2012:~~2015:

Option Awards

Stock Awards

Named Executive

Officer

Number of Securities

Underlying

Unexercised Options

Exercisable

(#)

Number of Securities

Underlying

Unexercised Options

Unexercisable

(#)

Equity Incentive Plan

Awards: Number of

Securities Underlying

Unexercised Unearned

Options

(#)

Option

Exercise

Price

($/Sh)

Option

Expiration

Date

Number of

shares or

units of

stock that have

not vested (#)

Market value

of shares of

units of stock

that have not

vested ($)

Alfredo (Al) Bala

February 21, 2013

─

1,667

─

5.72

February 21, 2023

─

February 20, 2014

1,666

3,333

─

19.60

February 20, 2024

─

August 26, 2015

─

10,000

169,500

1,666

5,000

Joel R. Bikman

April 28, 2014

1,666

3,334

─

17.10

April 28, 2024

─

August 26, 2015

─

6,000

⁽¹⁾

─

16.95

August 26, 2025

─

1,666

9,334

─

Yong Jae (Patrick) Park

October 28, 2014

1,500

3,000

─

14.33

October 28, 2024

─

1,500

3,000

─

Named Executive Officer
Number of Securities
Underlying
Unexercised Options
Exercisable
(#)

Number of Securities
Underlying
Unexercised Options
Unexercisable
(#)

Equity Incentive Plan
Awards Number of
Securities Underlying
Unexercised Unearned
Options
(#)

Option
Exercise
Price
($/Sh)

Option
Expiration
Date

Robert A. Sinnott, Ph.D. 600 ─ ─ $ 63.90 February 22, 2018
1,000 ─ ─ $ 25.00 November 19, 2018
7,499 ─ ─ $ 31.00 December 21, 2019
990 495 (1) ─ $ 24.60 August 15, 2020
10,089 495 ─

Alfredo (Al) Bala 999 ─ ─ $ 25.00 November 19, 2018
1,330 666 (1) ─ $ 24.60 August 15, 2020
166 334 (2) ─ $ 11.40 June 8, 2021
2,495 1,000 ─

B. Keith Clark 999 ─ ─ $ 25.00 November 19, 2018 (3)
499 ─ ─ $ 31.00 December 21, 2019 (3)
1,194 ─ ─ $ 24.60 August 15, 2020 (3)
833 ─ ─ $ 5.80 August 9, 2021 (3)
3,525 ─ ─

(1)

The options vest in three equal annual installments beginning August 26, 2016.

~~(1)~~

~~The~~(2)

On August 26, 2015, the Board granted Al Bala 10,000 shares at $16.95 per share of restricted stock ~~options~~that vest as follows: 2,500 on ~~August 16, 2013.~~8/26/2016, 2,500 on 8/26/2017, 2,500 on 8/26/2018, and 2,500 on 8/26/2019

~~(2)~~

~~One-half of the stock options vest on June 9, 2013 with the remainder vesting on June 9, 2014.~~

~~(3)~~

~~Pursuant to the Separation Agreement and Release and the terms of the 2008 Plan, these stock options will expire on June 18, 2013, unless exercised prior to such date.~~

~~Pension~~Retirement Benefits and Non-Qualified Deferred Compensation

Our Named Executive Officers do not participate in any retirement plans, pension plans (other than the 401(k) Plan) or non-qualified deferred compensation plans.

Option Exercises and Stock Vested

~~We have not granted~~The following table sets forth certain information concerning the exercise of stock ~~awards to~~options held by our Named Executive ~~Officers and therefore, no stock awards vested in 2013. Our Named Executive Officers did not exercise any stock options~~officers during ~~2012.~~2015:

Named Executive Officer	Number of Shares Acquired on Exercise		Value Realized on Exercise⁽¹⁾
Robert A. Sinnott, Ph.D.⁽²⁾		1,667	$	21,971
Alfredo (Al) Bala		1,667	$	24,472
Yong Jae (Patrick) Park	─		$	─
Joel Bikman	─		$	─

(1)	Value realized is calculated by multiplying the number of shares acquired by the difference between the market price on the date of exercise and the exercise price of the option.

(2)	Dr. Sinnott left the Company on August 11, 2015.

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Potential Payments Upon Termination or Change in Control

Each of our employment agreements with our Named Executive Officers provides for certain payments and benefits in the event of early termination. However, none of these employment agreements requires payment upon a change in control of the Company. The 2008 Plan does, however, provide for accelerated vesting of options in the event of a change in control or other event for which the Board determines such accelerated vesting would be equitable under the circumstances. In addition, the 2008 Plan provides that upon termination of employment for cause, all outstanding options, whether vested or unvested, will immediately be forfeited. If employment is terminated for any other reason, the executive officer may, for a limited time period, exercise those options that were exercisable immediately prior to his or her termination of employment. For purposes of the 2008 Plan, the term “cause” will be the same as defined in an executive’s employment agreement and absent such agreement, the term “cause” means (i) the commission of a felony or crime involving moral turpitude or other act of willful malfeasance or material fiduciary breach, (ii) conduct tending to bring the Company into substantial public disgrace, or disrepute, (iii) gross negligence or willful misconduct with respect to the Company or (iv) a material violation of state or federal securities laws. Under the 2008 Plan, a “change of control” means (a) the sale of substantially all of the properties or assets of the Company, (b) a change in the Board resulting in the current directors (along with any directors nominated for election or appointed by at least 2/3 vote of the directors) ceasing to comprise at least a majority of the Board, (c) the liquidation or dissolution of the Company, or (d) the acquisition of beneficial ownership of more than 50% of the voting power of the Company. The following discussion summarizes our payment obligations to our Named Executive Officers upon termination or change in control (as defined under “Equity Compensation Plan Information” above) assuming such termination or change in control occurred on December 31, ~~2012:~~2015:

Dr. Robert A. Sinnott, Ph.D. – CEO and Chief Science ~~Officer:~~Officer:

Dr. Sinnott’s employment with the company ended August 11, 2015. Under the terms of his employment agreement in effect prior to the termination of his employment, if Dr. Sinnott ~~resigns~~resigned for good reason or we ~~terminate~~terminated Dr. Sinnott without cause or due to disability, he ~~will continue~~would have continued to receive his base salary for twelve months from the termination ~~date. Notwithstanding~~date in addition to the ~~statement above,~~following payments and benefits for which Dr. Sinnott would be entitled if ~~Dr. Sinnott’s~~his employment iswere terminated for cause, ~~if he resigns~~due to his resignation without good reason, or ~~is terminated~~ due to his ~~death, he is entitled to~~death: (i) any remaining base salary earned and not yet paid through the termination date; (ii) any annual bonus, or portion thereof, that is earned through the termination date; (iii) all reimbursable expenses due but not yet paid through the termination date; and (iv) all earned or vested benefits (or an amount equivalent to the value of such benefits) payable under our benefit plans or arrangements through the termination date. Under the employment agreement and Dr. Sinnott’s options, a termination for “cause” ~~means~~would mean (A) we determined that Dr. Sinnott has neglected, failed, or refused to render the services or to perform any other of his duties or obligations under his employment agreement, (B) Dr. Sinnott’s violation of any provision or obligation under his employment agreement, (C) Dr. Sinnott’s indictment for, or plea of no contest with respect to, any crime that adversely affects or may adversely affect us or the utility of Dr. Sinnott’s services to us, or (D) any other act or omission of Dr. Sinnott involving fraud, theft, dishonesty, disloyalty, or illegality that harms or embarrasses us. Dr. Sinnott may resign for “good reason” if we (W) deny any compensation due under his employment agreement, (X) require him to be based outside of Dallas County, Texas, (Y) decrease his title or pay or remove a material portion of his significant duties or responsibilities without his consent, or (Z) breach his employment agreement. For purposes of the agreement, the term “disability” ~~means~~would mean Dr. Sinnott becomes incapacitated by accident, sickness, or other circumstances that, in the reasonable judgment of the Board renders or is expected to render Dr. Sinnott mentally or physically incapable of performing the essential duties and services required of him under the agreement, with or without reasonable accommodation, for a period of at least 90 consecutive calendar days. As of December 31, ~~2012,~~2014, Dr. Sinnott’s annual base salary was ~~$350,000, and his employment agreement will expire on December 15, 2013.~~

~~The following table shows the potential payments upon termination of~~$390,000. Dr. Sinnott’s employment ~~under the circumstances described above or the occurrence~~agreement would have renewed automatically for a one-year period on October 4 of ~~a change in control assuming such termination or change in control occurred on December 31, 2012.~~each year if not otherwise terminated pursuant to its terms.

Termination Event Cash Severance
Acceleration of
Equity
Incentive Awards

Total Termination
Payments

Termination With Cause $ ─ $ ─ $ ─
Termination Without Cause $ 350,000 $ ─ $ 350,000
Resignation for Good Reason $ 350,000 $ �� $ 350,000
Resignation without Good Reason $ ─ $ ─ $ ─
Disability $ 350,000 $ ─ $ 350,000
Death $ ─ $ ─ $ ─
Non-Renewal of his Employment Agreement $ ─ $ ─ $ ─
Change in Control $ ─ $ ─ (1) $ ─

~~(1)~~

Dr. Sinnott’s 495 unvested stock options have an exercise price that exceeded the closing price of $5.62 on December 31, 2012; therefore, acceleration of these equity incentive awards is less than zero.

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Alfredo (Al) Bala – ~~Executive Vice President, Sales & Marketing:~~President:

Under the terms of his employment agreement, if Mr. Bala resigns for good reason or we terminate Mr. Bala without cause or due to disability, he will continue to receive his base salary through the end of the agreement term or for a period of twelve months from his last day of employment, whichever is longer. Notwithstanding the statement above, if Mr. Bala’s employment is terminated for cause, if he resigns without good reason, or is terminated due to his death, he is entitled to (i) any remaining base salary earned and not yet paid through the termination date; (ii) any annual bonus, or portion thereof, that is earned through the termination date; (iii) all reimbursable expenses due but not yet paid through the termination date; and (iv) all earned or vested benefits (or an amount equivalent to the value of such benefits) payable under our benefit plans or arrangements through the termination date. Under the agreement, a termination for “cause” means (A) we have determined that Mr. Bala has neglected, failed, or refused to render the services or to perform any other of his duties or obligations under the agreement, (B) Mr. Bala’s violation of any provision or obligation under the agreement, (C) Mr. Bala’s indictment for, or plea of no contest with respect to, any crime that adversely affects the utility of his services to us, or (D) any other act or omission of Mr. Bala involving fraud, theft, dishonesty, disloyalty, or illegality that harms or embarrasses us. The agreement defines a resignation for “good reason” as (W) any denial of compensation due and owing to Mr. Bala under the agreement, (X) any requirement that Mr. Bala be based anywhere other than Dallas County, Texas, except for travel incident to our business, (Y) our demotion of Mr. Bala in title or pay, or our removal of a material portion of Mr. Bala’s significant duties or responsibilities without Mr. Bala’s consent, or (Z) our material breach of the agreement. For purposes of the agreement, the term “disability” means Mr. Bala becomes incapacitated by accident, sickness, or other circumstances that, in the reasonable judgment of the Board renders or is expected to render Mr. Bala mentally or physically incapable of performing the essential duties and services required of him under the agreement, with or without reasonable accommodation, for a period of at least 90 consecutive calendar days. As of December 31, ~~2012,~~2015, Mr. Bala’s annual base salary was ~~$300,000.~~$400,000. Mr. Bala’s employment agreement will ~~expire~~renew automatically for a one year period on ~~December 15, 2013.~~September 30 of each year unless terminated pursuant to its terms.

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The following table shows the potential payments upon termination of Mr. Bala’s employment under the circumstances described above or the occurrence of a change in control assuming such termination or change in control occurred on December 31, ~~2012.~~2015.

Termination Event Cash Severance
Acceleration of
Equity Awards

Total Termination
Payments

Termination With Cause $ ─ $ ─ $ ─
Termination Without Cause $ 300,000 $ ─ $ 300,000
Resignation for Good Reason $ 300,000 $ ─ $ 300,000
Resignation without Good Reason $
─
$ ─ $ ─
Disability $ 300,000 $ ─ $ 300,000
Death $ ─ $ ─ $ ─
Non-Renewal of his Employment Agreement $ ─ $ ─ $ ─
Change in Control $ ─ $ ─ $ ─

Termination Event	Cash Severance		Acceleration of Equity Awards			Total Termination Payments
Termination With Cause	$	─	$	─		$	─
Termination Without Cause	$	400,000	$	─		$	400,000
Resignation for Good Reason	$	400,000	$	─		$	400,000
Resignation without Good Reason	$	─	$	─		$	─
Disability	$	400,000	$	─		$	400,000
Death	$	─	$	─		$	─
Non-Renewal of his Employment Agreement	$	─	$	─		$	─
Change in Control	$	─		$46,793	⁽¹⁾	$	46,793

(1)

~~Mr. Bala’s 1,000~~Amount reflects 5,001 unvested stock options ~~have an~~calculated using the difference between the exercise price ~~that exceeded~~of the options and the closing price of ~~$5.62~~our common stock of $24.33 on December 31, ~~2012; therefore, acceleration of these equity incentive awards is less than zero.~~2015.

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Yong Jae (Patrick) Park – Regional President Asia:

~~Mr. B. Keith Clark – Former Chief Operating Officer, Chief Legal Officer, and Corporate Secretary:~~

Under the terms of his employment agreement ifwith Mannatech Korea, Ltd., a subsidiary of the Company, Mr. ~~Clark resigns~~Park shall receive an end of service payment, regardless of the reason for ~~good reason or we terminate Mr. Clark without cause or due to disability, he~~termination of employment, which will ~~continue to receive his~~accrue at the rate of forty-five days base salary for ~~twelve months from~~each consecutive year of service. Either party may terminate the ~~termination date. Notwithstanding~~agreement at any time by giving thirty days advance notice to the ~~statement above,~~other party. The Company may terminate the agreement without notice if Mr. ~~Clark’s employment is terminated for cause,~~Park materially breaches his duties as set forth in the agreement or in the Company’s regulations or, in the absence of such breach, if ~~he resigns without good reason, or is terminated due to his death, he is entitled to (i) any remaining~~the Company pays Mr. Park thirty days base salary earned and not yet paid through the termination date; (ii) any annual bonus, or portion thereof, that is earned through the termination date; (iii) all reimbursable expenses due but not yet paid through the termination date; and (iv) all earned or vested benefits (or an amount equivalent to the valuein lieu of such benefits) payable under our benefit plans or arrangements through the termination date. Under the employment agreement, a termination for “cause” means (A) we determined that Mr. Clark has neglected, failed, or refused to render the services or to perform any other of his duties or obligations under his employment agreement, (B) Mr. Clark’s violation of any provision or obligation under his employment agreement, (C) Mr. Clark’s indictment for, or plea of no contest with respect to, any crime that adversely affects or may adversely affect us or the utility of Mr. Clark’s services to us, or (D) any other act or omission of Mr. Clark involving fraud, theft, dishonesty, disloyalty, or illegality that harms or embarrasses us. Mr. Clark may resign for “good reason” if we (W) deny any compensation due under his employment agreement, (X) require him to be based outside of Dallas County, Texas, (Y) decrease his title or pay or remove a material portion of his significant duties or responsibilities without his consent, or (Z) breach his employment agreement. For purposes of the agreement, the term “disability” means Mr. Clark becomes incapacitated by accident, sickness, or other circumstances that, in the reasonable judgment of the Board renders or is expected to render Mr. Clark mentally or physically incapable of performing the essential duties and services required of him under the agreement, with or without reasonable accommodation, for a period of at least 90 consecutive calendar days. advance notice. As of December 31, ~~2011,~~2015, Mr. ~~Clark’s~~Park’s annual base salary was ~~$313,000. Effective in 2012,~~330,000,000 KRW. Mr. ~~Clark’s annual base salary was increased~~Park’s employment agreement will renew automatically for a one-year period on September 30 of each year unless terminated pursuant to ~~$335,000 in connection with his promotion to Chief Operating Officer.~~its terms.

The following table shows the potential payments upon termination of Mr. ~~Clark’s~~Park’s employment under the circumstances described above or the occurrence of a change in control assuming such termination or change in control occurred on December 31, ~~2012:~~2015.

Termination Event	Cash Severance		Acceleration of Equity Awards			Total Termination Payments			Cash Severance ₍₁₎		Acceleration of Equity Awards			Total Termination Payments
Termination With Cause	$	─	$	─		$	─		$	210,822	$	─		$	210,822
Termination Without Cause	$	335,000	$	─		$	335,000		$	210,822	$	─		$	210,822
Resignation for Good Reason	$	335,000	$	─		$	335,000	(2)	$	210,822	$	─		$	210,822
Resignation without Good Reason	$	─	$	─		$	─		$	210,822	$	─		$	210,822
Disability	$	335,000	$	─		$	335,000
Death	$	─	$	─		$	─
Non-Renewal of his Employment Agreement	$	─	$	─		$	─		$	210,822	$	─		$	210,822
Change in Control	$	─	$	─	(1)	$	─		$	─	$	30,000	⁽²⁾	$	30,000

(1)

~~Mr. Clark resigned effective March 18, 2013; as there has been no change~~All amounts translated from ₩194,010,000 using an exchange rate of ~~control, he has no unvested options to accelerate.~~₩1,053 per $1.

(2)

~~Mr. Clark~~Amount reflects 3,000 unvested stock options calculated using the difference between the exercise price of the options and the ~~Company entered into a Separation Agreement and Release, effective March 18, 2013, whereby he will continue to receive his base salary ($335,000 per annum) through May 18, 2014.~~closing price of our common stock of $24.33 on December 31, 2015.

Effective February 14, 2013, Mr. Clark resigned as Chief Operating Officer, Chief Legal Officer and Corporate Secretary. In connection with Mr. Clark’s departure, on March 20, 2013, the Company and Mr. Clark entered into a Separation Agreement and Release, effective March 18, 2013 (the “Agreement”). Under the terms of the Agreement, the Company and Mr. Clark have agreed, among other things, that Mr. Clark will continue to receive his base salary ($335,000 per annum) through May 18, 2014, provided that he complies with the terms and conditions of the Agreement. In addition, we will pay up to $10,000 for outplacement services and will continue to provide Mr. Clark a leased vehicle through May 18, 2014.

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Named Executive Officers Stock Ownership Guidelines

We do not have stock ownership guidelines for our Named Executive Officers.

$1 Million Pay Deductibility Cap

Under Section 162(m) of the Code (as interpreted by IRS Notice 2007- 49), public companies are precluded from receiving a tax deduction on compensation paid to their chief executive officer and the three most highly compensated officers of the company (other than the chief executive officer and the chief financial officer) if such officer’s compensation exceeds $1 million, unless the compensation is excluded from the $1 million limit as a result of being classified as performance-based compensation. Currently, our executive officers’ cash compensation levels have not exceeded the $1 million limit, and our stock option grants qualify as performance-based compensation under Section 162(m). Nonetheless, we annually review all of our executive officers’ compensation in an effort to comply with Section 162(m).

Compensation and Stock Option Plan Committee Interlocks and Insider Participation

Messrs. Jobe, Gilbert, ~~Kennedy,~~Schrier, and Toth served during ~~2012~~2015 and currently serve on our Compensation and Stock Option Plan Committee. None of these individuals is or has been an officer or employee of ours. None of our executive officers is a member of any other company’s board of directors, or serves as a member of any other company’s compensation committee that has or has had one or more executive officers serving as a member of the Board or our Compensation and Stock Option Plan Committee.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Transactions involving M5M Foundation

For the year ended December 31, 2014, the Company made cash donations of less than $0.1 million. For the year ended December 31, 2015, the Company made cash donations of $0.9 million, $0.5 million of which was accrued at December 31, 2014, to the M5M Foundation, a 501(c)(3) charitable organization that works to combat the epidemic of childhood malnutrition on a global scale. Several of the Company’s directors and officers and their family members serve on the board of the M5M Foundation, including:

Alfredo Bala, the Company’s CEO and President;

Christopher Simons, the Company’s Regional Vice President EMEA/North America;

Landen Fredrick, the Company’s Senior Vice President, Supply Chain and IT and the son of J. Stanley Fredrick, the Company’s Chairman of the Board and a major shareholder; and

Lorrie Fry, the daughter of Larry Jobe (a member of our Board).

Transactions involving J. Stanley Fredrick

~~During 2012,~~For the years ended December 31, 2015 and 2014, we paid employment compensation of approximately ~~$154,000~~$251,000 and $218,000, respectively, in salary, bonus, auto allowance, and other compensation to Landen Fredrick, son of J. Stanley Fredrick, the Company’s Chairman of the Board and a major shareholder. From January 1 through April 9, 2016, we paid employment compensation of approximately $116,000 in salary, bonus, auto allowance, and other compensation to Landen. In addition, Landen Fredrick participated in the employee health care benefit plans available to all employees of the Company. Landen Fredrick has served as Senior Vice President, Supply Chain and IT since August of 2015. Prior to that, Mr. Fredrick served as Vice President, Global Operations since May of 2013 as Vice President, North American Sales and Operations since January of 2011, as Vice President, North American Sales since February of ~~2010. Prior to his promotion, Mr. Fredrick served~~2010 and as Senior Director of Tools and Training since his hire in May of 2006. Landen Fredrick also serves on the Board of the M5M Foundation.

Transactions involving Marlin Ray Robbins

Mr. Marlin Ray Robbins is a member of the Company’s Board of Directors and a major shareholder. Mr. Robbins holds multiple positions in the Company’s associate global downline network marketing system. In addition, several of Mr. Robbins’ family members are independent associates. The Company pays commissions and incentives to its independent associates and during 2015 and 2014, the Company paid aggregate commissions and incentives to Mr. Robbins and his family of approximately $3.2 million and $2.9 million, respectively. During the first quarter of 2016, the Company paid aggregate commissions and incentives to Mr. Robbins and his family of $0.7 million. The aggregate amount of commission and incentives paid to Mr. Robbins was approximately $2.9 million and $2.6 million in 2015 and 2014, respectively. The aggregate amount of commission and incentives paid to family members was approximately $0.3 million in each of 2015 and 2014, of which $0.2 million was paid each year to his son, Kevin Robbins, and $0.1 million was paid each year to his daughter, Marla Finley, and daughter-in-law, Demra Robbins, who both share an account. For the first quarter 2016, the aggregate amount of commission and incentives paid to Mr. Robbins was approximately $0.6 million, and commissions and incentives paid to his family members were approximately $0.1 million. All commissions and incentives paid to Mr. Robbins and his family members are in accordance with the Company’s global associate career and compensation plan. The Company has also contracted with a software development firm owned by Ryan Robbins, the son of Mr. Ray Robbins. The value of services performed during 2015 were less than $0.1 million.

Transactions involving Alfredo (Al) Bala

Johanna Bala, the wife of Alfredo (Al) Bala, the Company’s CEO and President, is an independent associate who earns commissions and incentives in accordance with the Company’s global associate career and compensation plan. The aggregate amount of commission and incentives paid to Johanna Bala was approximately $0.2 million in each of 2015 and 2014. During the first quarter of 2016, the aggregate amount of commissions and incentives paid to Johanna Bala was less than $0.1 million.

Transactions involving Samuel Caster

Mr. Samuel Caster is the Company’s founder ~~major shareholder,~~ and former Chairman of the ~~Board,~~Board. Prior to January 2014, Mr. Caster’s beneficial ownership of the Company was approximately 18%, but in January 2014 fell below 5%.

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Mr. Caster founded MannaRelief in 1999 and served as its Chairman from 1999 through August 2007. MannaRelief employs William A. Mullens, Mr. Caster’s brother-in-law, as its Executive Director. Mr. Caster’s wife, Linda Caster, serves as MannaRelief’s Chairman of the Board. MannaRelief is a 501(c)(3) charitable organization that provides charitable services for children. MannaRelief is not owned or operated by the Company. The Company discontinued supporting MannaRelief in the second quarter of 2014.

Historically, the Company ~~has~~ made cash donations to MannaRelief, sold products to MannaRelief at cost plus shipping and handling charges, and shipped products purchased by MannaRelief to its chosen recipients. ~~In addition, certain Company employees and consultants periodically volunteer to work or host various fund raising projects and events for MannaRelief at no cost to MannaRelief.~~

The Company ~~has~~ made cash donations and sold products to MannaRelief as follows:

					2015	2014
	2012		2011
Sold Products	$	0.3million	$	0.4million	$—million	$0.3million
Contributed Cash Donations	$	0.5million	$	0.7million	$—million	$0.3million
Products donated in lieu of Cash	$	0.1million	$	---

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	By order of our Board of Directors,

	J. Stanley Fredrick
	Chairman of the Board of Directors

~~Dated: April 23, 2013~~

Dated: April 20, 2016

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Appendix A

MANNATECH, INCORPORATED

FREQUENTLY ASKED QUESTIONS

Our Board of Directors (the “Board”) urges all shareholders to read all of the information included in the proxy materials provided to them. As a courtesy, the Board is providing each shareholder with the following list of frequently asked questions in hopes of eliminating some of the more commonly asked questions and keeping our shareholders informed of the various policies and procedures that must be followed for the ~~2013~~2016 Annual Shareholders’ Meeting.

1.	Why did I receive a Notice of Internet Availability of Proxy Materials this year instead of a paper copy of the proxy materials?

Pursuant to rules promulgated by the SEC, we are providing access to our proxy materials over the Internet. As a result, we are mailing to many of our shareholders a Notice of Internet Availability of Proxy Materials instead of a paper copy of our proxy materials. The notice contains instructions on how to access our proxy materials over the Internet, as well as instructions on how to request a paper copy of our proxy materials by mail.

2.	Why didn’t I receive a Notice of Internet Availability of Proxy Materials?

We are providing some of our shareholders, including those who have previously requested to receive paper copies of the proxy materials, with paper copies of the proxy materials instead of the Notice of Internet Availability of Proxy Materials. In addition, we are providing the Notice of Internet Availability of Proxy Materials by e-mail to those shareholders who have previously elected delivery of the proxy materials electronically. Those shareholders should have received an e-mail containing a link to the website where materials are available.

If you received a paper copy of the proxy materials, you may elect to receive future proxy materials electronically by following the instructions on your proxy card or voting instruction form. Choosing to receive your future proxy materials by e-mail will help us conserve natural resources and reduce the costs of printing and distributing our proxy materials.

3.	How can I access the proxy materials over the Internet?

Your Notice of Internet Availability of Proxy Materials or proxy card will contain instructions on how to view our proxy materials for the ~~2013~~2016 Annual Shareholders’ Meeting on the Internet. Our proxy materials are also available on our company website at http://www.mannatech.com.

4.	What is the difference between a proxy-voting card and a ballot?

A proxy-voting card is mailed to a shareholder. The proxy-voting card gives specific instructions on how to cast a vote prior to our ~~2013~~2016 Annual Shareholders’ Meeting by mail, telephone, or the Internet. The instructions on the proxy-voting card are different depending on whether the shareholder owns shares directly or through a broker. Shareholders should read and follow all of the instructions in their packets to ensure their votes are counted. Ballots will be handed out at the ~~2013~~2016 Annual Shareholders’ Meeting to shareholders of record who own shares on the close of business on April ~~12, 2013.~~11, 2016 and to beneficial owners who own shares on the close of business on April 11, 2016 that have obtained a legal proxy from their broker of record.

5.	What shares owned by a shareholder can be voted either by proxy or at the ~~2013~~2016 Annual Shareholders’ Meeting?

All shares owned directly by a shareholder of record or indirectly as a beneficial owner as of the record date, April ~~12, 2013,~~11, 2016, may be voted by the shareholder prior to the meeting by telephone or through the Internet, or by returning a proxy card, without having to attend the shareholder meeting in person. At the ~~2013~~2016 Annual Shareholders’ Meeting, shares may be voted using a ballot by (i) shareholders of record who are verified with a valid form of identification and (ii) beneficial owners who are verified with a power of attorney from the broker of record giving them authority to vote at the meeting. If a shareholder does not have this information from his or her broker, our Inspector of Elections will not be able to count such shareholder’s vote because the broker may have already cast a vote on such shareholder’s behalf. We strongly recommend that a shareholder read the instructions on the Notice of Internet Availability of Proxy Materials or on the proxy-voting card received by the shareholder or provided by the shareholder’s broker prior to the ~~2013~~2016 Annual Shareholders’ Meeting to understand how to cast a vote at the meeting. A shareholder’s broker can usually mail or fax a shareholder any necessary paperwork prior to the meeting.

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6.	What is the difference between direct ownership and beneficial ownership?

A shareholder has DIRECT OWNERSHIP over its shares if such shareholder is a holder of record of our common stock, meaning the shareholder either holds stock certificates in the shareholder’s own name or holds book-entry shares registered in the shareholder’s own name. This is evidenced by the shareholder’s receipt of all mailings directly from either our transfer agent, Computershare, or us. A shareholder has BENEFICIAL OWNERSHIP over its shares if such shareholder has delivered its stock certificates to a broker or purchased shares through a broker and receives all of our mailings either from a broker or through a solicitor, which is usually Broadridge Financial Solutions, Inc. As a beneficial owner, the shareholder still owns the shares, but our transfer agent does not have individual shareholders’ names from the brokers. The only information our transfer agent has is the aggregate total number of shares each broker of record holds on behalf of its clients.

7.	How is voting different for direct holders versus beneficial owners?

Our transfer agent has the names of the shareholders who directly hold shares of our common stock, but it does not have any detailed information (such as the individual names or number of shares held) concerning shareholders who own shares through brokers. Only the individual brokers have the detailed information about each shareholder’s beneficial ownership. Each brokerage group is responsible for reporting its clients’ votes to our transfer agent and for providing all mailings to our shareholders who own stock through their brokerage firm. Each brokerage group also has its own set of instructions on how to cast a vote with such brokerage firm.

8.	What does it mean if I received more than one set of materials?

This means your shares are registered with different names. For example, you may own some shares directly as a “holder of record” and other shares through a broker in “street name,” or you may own shares through more than one broker. In these situations, you may receive multiple sets of proxy materials. It is necessary for you either to attend in person (please note, however, that if a broker or other nominee holds your shares of record and you wish to vote at the meeting, you must obtain from that registered holder a proxy card issued in your name), follow the instructions to vote your shares by telephone or through the Internet provided in the Notice of Internet Availability of Proxy Materials or return a signed, dated and marked proxy card if you received a paper copy of the proxy card. If you vote by mail, make sure you return each proxy card in the return envelope that accompanied that proxy card.

9.	Can I change my proxy vote?

Both direct shareholders and beneficial shareholders can revoke a proxy-vote prior to commencement of the ~~2013~~2016 Annual Shareholders’ Meeting. Attendance at the ~~2013~~2016 Annual Shareholders’ Meeting will not in itself constitute a revocation of a shareholder’s proxy-vote. Generally, shareholders may revoke their proxy-vote by submitting a new proxy-vote with a later date or by voting in person at our ~~2013~~2016 Annual Shareholders’ Meeting. Shareholders should call the telephone number listed within the shareholder information packets to obtain specific instructions on how to revoke their proxy-vote. Specific instructions on how to revoke a proxy-vote may be different depending on whether a shareholder is a direct shareholder of record or a beneficial shareholder.

Each set of instructions should include the shareholder’s account number and the solicitor’s telephone number and email address. Our Inspector of Elections will only count the verified proxy-votes received from each shareholder and brokerage firm with the latest date. Each share of our common stock represents one vote. Shareholders should call the telephone number provided to them in their shareholder information packets if they are unsure or have any questions. Telephone numbers may be different depending on whether a shareholder is a direct shareholder of record or a beneficial shareholder. The telephone numbers may also be different if a shareholder holds shares at different brokerage firms.

10.	How can I attend the ~~2013~~2016 Annual Shareholders’ Meeting?

The ~~2013~~2016 Annual Shareholders’ Meeting will be held on June ~~5, 2013~~2, 2016 at 9:00 a.m., Central Daylight Time, at the Grapevine Convention Center in Grapevine, Texas. Shareholders will be admitted upon check-in. No cameras or recording equipment will be permitted in the meeting room.

11.	Where can I find the voting results of the ~~2013~~2016 Annual Shareholders’ Meeting?

We will announce preliminary voting results of the ~~2013~~2016 Annual Shareholders’ Meeting in a press release issued on or about June ~~5, 2013,~~2, 2016, and will publish final voting results on Form 8-K, which is expected to be filed with the Securities and Exchange Commission (“SEC”) on or before June ~~11, 2013.~~8, 2016.

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12.	Can I have someone else cast a vote for me at the ~~2013~~2016 Annual Shareholders’ Meeting?

In order to have someone else cast your vote at the meeting, you must provide the person with whom you would like to cast your vote a power of attorney form. This person is called a shareholder designee (“designee”). A valid power of attorney form must be notarized and contain the following:

the date;

the full name of the designee;

the number of shares you hold and to be voted by the designee;

the nature and extent of the authority granted to the designee;

the expiration date that terminates the designee’s rights to cast your vote on your behalf; and

your signature.

The original power of attorney form must be attached to the ballot that is turned in at the meeting by the designee. If you are a beneficial owner, you must also provide the proper documentation from your broker of record to the designee, which would allow you to vote and attend the meeting. The designee should then attach all of the original form(s) to the ballot to be turned in at the ~~2013~~2016 Annual Shareholders’ Meeting.

The designee must complete a separate ballot and attach the original power of attorney form and/or the proper documentation from the broker (only if the shares are held through a broker) and must sign each ballot as your ~~designee.~~designee.

13.	How can I vote against some or all of the ~~nominee~~nominees for the Board?

To vote against some or all of our Board ~~nominee,~~nominees, you should check the ~~“WITHHOLD” box~~“WITHHOLD ALL” or the “FOR ALL EXCEPT” boxes next to the name of each of the ~~nominee~~applicable nominees on the proxy-voting card or ballot.

14.	How can I write-in a nominee for the Board?

You CANNOT write-in additional Board nominees on your proxy-voting card when voting by mail, telephone, or the Internet. You may ONLY write-in the names of additional nominees for whom you wish to vote in person on the ballot at the ~~2013~~2016 Annual Shareholders’ Meeting.

To write-in a nominee on the ballot at the ~~2013~~2016 Annual Shareholders’ Meeting, you should check the ~~“WITHHOLD” box.~~“WITHHOLD ALL” or “FOR ALL EXCEPT” box and identify the nominees for which you desire to vote against. You should then write-in your nominee(s) in the blank provided. You may only ~~write in~~write-in as many nominees as you voted against. For example, if there were a total of two nominees listed on the ballot and you withheld a vote for one ~~nominee.~~of the two nominees, one additional nominee may be written in.

15.	How can I recommend that a person be listed on the ballot as a nominee for the Board?

Shareholder recommendations for nominee(s) for the Board should have been submitted to our ~~CFO~~General Counsel by December 31, ~~2012,~~2015, in order for the Board to have considered such persons for nomination at the ~~2013~~2016 Annual Shareholders’ Meeting. Nominee recommendations should include a candidate’s name, age, biographical information, and qualifications. Upon receipt, our ~~CFO~~General Counsel forwards the list of nominees to our ~~Nominating,~~ Nominating/Governance and Compliance Committee. Our ~~Nominating,~~ Nominating/Governance and Compliance Committee reviews all of the nominees and recommends a list of nominees to the Board. The Board then votes on the nominees. Only the nominees approved by the Board will be listed on our ballot, proxy-voting card, and in our proxy statement on Schedule ~~14A, which is expected to be filed with the SEC on or before April 23, 2013.~~14A. To submit recommendations for a nominee to the Board at the ~~2014~~2017 Annual Shareholder Meeting, a shareholder should submit in writing the nominees information to our ~~CFO~~General Counsel by December 31, ~~2013.~~2016. The nomination should be either faxed to (972) 471-7342 or mailed to our ~~CFO~~General Counsel at Mannatech, Incorporated, 600 S. Royal Lane, Suite 200, Coppell, Texas 75019.

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16.	How are the votes counted?

Our Inspector of Elections will be responsible for tabulating all of the votes for the ~~2013~~2016 Annual Shareholders’ Meeting. The presence, in person or by proxy-vote, of the holders of at least a majority of shares of our common stock outstanding, as of the record date, is necessary to have a quorum for the ~~2013~~2016 Annual Shareholders’ Meeting. “ABSTAIN” votes and “broker non-votes” will be counted as present for purposes of determining a quorum. A “broker non-vote” occurs when brokers ~~or nominees return a properly executed proxy but do~~holding shares in “street name” have not ~~vote on a particular matter because they have no discretionary power to vote and have~~ received novoting instructions from the beneficial ~~owners thereof or persons entitled~~owner and either chooses not to vote ~~thereon.~~those shares on a routine matter at the 2016 Annual Shareholders’ Meeting or is not permitted to vote those shares on a non-routine matter.

In tabulating the votes, if a proxy-vote or ballot is signed by the shareholder but submitted without providing specific voting instructions, the shareholder’s vote will be counted as a vote “FOR” each of the proposals.If your shares are held in “street name” and you do not provide specific voting instructions to your broker, then your shares will not be included in the vote for Proposal 1 (Election of Directors) or Proposal 3 (“Say-on-Pay” Advisory Vote), but will be voted at the discretion of your broker with respect to Proposal 2 (Ratification of Auditors).

For Proposal 1 (Election of ~~Director)~~Directors) — ~~Assuming~~If a quorum is obtained, our Class II ~~director~~directors will be elected by a plurality of the shares represented, in person or by proxy, at the ~~2013~~2016 Annual Shareholders’ Meeting and entitled to vote. This means that the ~~nominee~~two nominees receiving the highest number of affirmative votes at the meeting will be elected as our two Class II ~~director.~~directors. Votes marked ~~“FOR”~~“FOR ALL” will be counted in favor of ~~the nominee.~~all nominees. Votes marked ~~“WITHHOLD”~~“WITHHOLD ALL” will be counted against all nominees. To specify differently, a shareholder must check the “FOR ALL EXCEPT” box and then write the names of the nominees for whom the shareholder wishes to vote against. Votes marked “WITHHOLD ALL” have no effect on the vote since a plurality of the votes is required for the election of each nominee. Shareholders may not abstain from voting with respect to the election of directors.

A shareholder cannot write-in the names of additional nominees when voting by proxy. However, at the meeting, shareholders of record will be allowed to write-in an additional ~~name~~names of ~~a nominee~~nominee(s) on the ballot. To write-in a nominee on the ballot, the shareholder will need to check the ~~“WITHHOLD” box.~~“WITHHOLD ALL” or “FOR ALL EXCEPT” box and identify each of the nominees for which the shareholder does not wish to vote in the space provided. The shareholder will then be allowed to write-in only as many nominees as the shareholder has withheld votes from. For example, if there are a total of two nominees listed on the ballot and the shareholder wishes to withhold its vote for one of the two nominees, the shareholder should list the name of the one nominee ~~of his or her choice.~~for whom the vote is withheld and write-in up to one additional name for nominees to the Board.

For Proposal 2 (Ratification of Auditors) — If a quorum is obtained, and a majority of the shares represented, in person or by proxy, at the ~~2013~~2016 Annual Shareholders’ Meeting and entitled to vote, are in favor of Proposal 2, the ratification of the appointment of our independent registered public accounting firm for the year ended December 31, ~~2013,~~2016, will be approved. Votes marked “FOR” Proposal 2 will be counted in favor of the ratification of the appointment of our independent registered public accounting firm for the year ended December 31, ~~2013.~~2016. An abstention from voting on Proposal 2 will not be voted on that item, although it will be counted for purposes of determining the number of shares represented and entitled to vote. Accordingly, an “ABSTENTION” will have the same effect as a vote “AGAINST” Proposal 2.

17.	What should I do if I never received my proxy materials or if the proxy materials have been lost?

You should contact ~~you~~your broker’s customer service department. The broker should verify that you were a shareholder on the close of business on April ~~12, 2013~~11, 2016 and give you specific instructions on how to obtain new proxy materials and cast a vote. Anyone can view our ~~2013~~2016 proxy statement by logging onto our corporate website, www.mannatech.com.

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~~600 S. ROYAL LANE~~

~~SUITE 200~~

~~COPPELL, TX 75019~~

~~VOTE BY INTERNET -~~ ~~www.proxyvote.com~~

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on June 4, 2013. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

~~ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS~~

If you would like to reduce the costs incurred by Mannatech, Incorporated in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

~~VOTE BY PHONE - 1-800-690-6903~~

~~Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on June 4, 2013. Have your proxy card in hand when you call and then follow the instructions.~~

~~VOTE BY MAIL~~

~~Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.~~

~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:~~	~~M59700-P39302~~	~~KEEP THIS PORTION FOR YOUR RECORDS~~
		~~DETACH AND RETURN THIS PORTION ONLY~~

VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on June 1, 2016. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by Mannatech, Incorporated in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on June 1, 2016. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND ~~DATED.~~

~~MANNATECH, INCORPORATED~~

DATED.KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY The Board of Directors recommends you vote FOR the following: For Withhold For All All All ExceptTo withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. 0 0 0 1. Election of Directors Nominees 01 J. Stanley Fredrick 02 Eric W. Schrier The Board of Directors recommends you vote FOR proposals 2. and 3.. For Against Abstain 2. To ratify the appointment of BDO USA, LLP as our independent registered public accounting firm, for the year ending December 31, 2016. 3. To approve on an advisory basis executive compensation ("Say-on-Pay").0 0 0 0 0 0 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. 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. Please indicate if you plan to attend this meeting Yes No0 0 Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 0000283240_1 R1.0.1.25

1.	~~Election of Director~~

	~~Nominee:~~	~~For~~	~~Withhold~~
	~~1a. J. Stanley Fredrick~~	o	o

~~The Board of Directors recommends you vote FOR the following proposals:~~		~~For~~	~~Against~~	~~Abstain~~

2.	~~To ratify the appointment of BDO USA, LLP as our independent registered public accounting firm, for the year ending December 31, 2013.~~	o	o	o

3.	~~To approve on an advisory basis executive compensation ("Say-on-Pay").~~	o	o	o

~~The Board of Directors recommends you vote for Three YEARS on the following proposal:~~		~~One~~	~~Two~~	~~Three~~
		~~Year~~	~~Years~~	~~Years~~	~~Abstain~~
4.	~~To choose on an advisory basis the frequency of future advisory votes on executive compensation ("Say-on-Frequency").~~	o	o	o	o

~~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.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.


~~Signature [PLEASE SIGN WITHIN BOX]~~	~~Date~~		~~Signature (Joint Owners)~~	~~Date~~

Table of Contents

Important Notice Regarding the Availability of Proxy Materials for the Annual ~~Meeting of Shareholders:~~

Meeting: The ~~Notice and~~ Proxy Statement, ~~and~~ Annual Report is/are available at www.proxyvote.com.

~~M59701-P39302~~

MANNATECH, INCORPORATED

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

ANNUAL MEETING OF SHAREHOLDERS

~~JUNE 5, 2013~~

June 2, 2016 The shareholder(s) hereby appoint(s) ~~Larry A. Jobe~~Gerald E. Gilbert as proxy, with the power to appoint his substitute, and hereby authorize(s) him to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of Mannatech, Incorporated that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 9:00 a.m., Central Daylight Time, on ~~Wednesday,~~Thursday, June ~~5, 2013,~~2, 2016, at the Grapevine Convention Center, and any adjournment or postponement thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1, 2 AND ~~3 AND FOR "THREE YEARS" FOR PROPOSAL 4.~~

3. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE

~~(Continued~~ (Continued and to be signed on reverse side)

0000283240_2 R1.0.1.25

~~Table of Contents~~

*** 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.~~

~~Table of Contents~~

~~— 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 è~~XXXX 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 towww.proxyvote.com~~. ~~Have the information that is printed in the box marked by the arrow~~ è~~XXXX 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.~~

~~Table of Contents~~

~~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~~

¨ x ¨ ¨ ☐		Preliminary Proxy Statement ~~Definitive Proxy Statement~~ ~~Definitive Additional Materials~~ ~~Soliciting Material Pursuant to §240.14a-12~~	☐	¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants, and rights (a)		Weighted-average exercise price of outstanding options, warrants, and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plan approved by shareholders		243,557	$	16.45		94,279
Equity compensation plans not approved by shareholders		—		—		—
Total		243,557				94,279

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants, and rights (a)		Weighted-average exercise price of outstanding options, warrants, and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plan approved by shareholders		194,708	$	15.60		76,214
Equity compensation plans not approved by shareholders		—		—		—
Total		194,708				76,214

	1st Target		2nd Target		3rd Target
Net Operating Income	$	1,000,000	$	2,000,000	$	2,900,000
Bonus Opportunity		19%		37%		56%

	The Audit Committee

	Larry A. Jobe, Chairman
	Gerald E. Gilbert ~~Alan D. Kennedy~~
	Eric W. Schrier
	Robert A. Toth

	Sincerely,

	J. Stanley Fredrick Chairman of the Board of Directors

		Page
Notice of Our ~~2013~~2016 Annual Shareholders’ Meeting		1
Proxy Statement for Our ~~2013~~2016 Annual Shareholders’ Meeting		2
General Information About Our ~~2013~~2016 Annual Shareholders’ Meeting		2
	General Information	2
	Shareholders Entitled to Vote	2
	Voting in Person	2
	Voting by Proxy	2
	Revoking or Changing a Proxy	3
	Effects of Not Voting	3
	Direct Ownership	4
	Beneficial Ownership	4
	Tabulating the Votes	54
	Solicitation of Proxy-Votes	6
	Admission and Voting at Our ~~2013~~2016 Annual Shareholders’ Meeting	6
	Shareholder Procedures for Nominating Board Members or Introducing Proposals	6
	Proposal 1-Election of Directors	87
	Proposal 2-Ratification of the Appointment of Our Independent Registered Public Accounting Firm	98
	Proposal 3-“Say-on-Pay” Advisory Resolution to Approve the Compensation of Named Executive Officers	10
Corporate Governance		11
	~~Proposal 4-“Say-on-Frequency” Advisory Resolution to Approve the Frequency of Approval of Compensation of Named Executive Officers~~Overview	1211
~~Corporate Governance~~	13
~~Overview~~	13
Summary of All Directors and Executive Officers	1311
	Directors Qualifications	1315
	Consideration of Director Nominees	1716
	Board Leadership Structure and Role in Risk Oversight	17 16
	Classes of Our Board of Directors	1817
	Director Independence	1817
	Committees of Our Board of Directors	1918
	Shareholder Communication with Our Board of Directors	19
	Code of Ethics	19
	Compensation of Directors	20
~~Code of Ethics~~	20
2015 Director Compensation ~~of Directors~~Table	21
~~2012 Director Compensation Table~~	21
Directors’ Stock Options Outstanding	22
	Directors’ Stock Ownership Guidelines	22
	Security Ownership of Certain Beneficial Owners and Management	23
	Section 16(a) Beneficial Ownership Reporting Compliance	24
Executive Compensation		25
	Summary Compensation Table	25
	All Other Compensation Table	26
	Executive Employment Agreements	26
	~~2012~~2015 Grants of Plan Based Awards Table	27
	Equity Compensation Plan Information	2728
	Non-Equity Incentive Plan	29
	401(k) Plan	32

	~~Page~~
~~401(k) Plan~~	31
~~2012 Outstanding Equity Awards at Fiscal Year End Table~~	32
~~Pension~~Retirement Benefits and Non-Qualified Deferred Compensation	3233
	Option Exercises and Stock Vested	3233
	Potential Payments Upon Termination or Change in Control	3334
	Named Executive Officers Stock Ownership Guidelines	36
	$1 Million Pay Deductibility Cap	36
	Compensation and Stock Option Plan Committee Interlocks and Insider Participation	36
Certain Relationships and Related Party Transactions		3637
Report From Our Audit Committee		38
~~Other Matters~~	39
Other Matters		40
Additional Information Available		3940
Forward-Looking Statements		3940
Appendix A – Frequently Asked Questions		A-1

Name	Number of Outstanding Shares		Number of Shares Underlying Options (1)		Total Number of Outstanding Shares and Shares Underlying Options (1) (2)		% of Class Outstanding(1)
Beneficial Owners of 5% or More
Samuel L. Caster(3)(4)	546,311	(5)	572			546,883		20.7	%
Tyler Rameson(6)	232,467		─			232,467		8.8	%
Directors and Named Executive Officers
J. Stanley Fredrick(3)	315,406	(7)	8,238			323,644		12.2	%
Marlin Ray Robbins	59,000		10,449			69,449		2.6	%
Larry A. Jobe	14,000		10,274			24,274		0.9	%
Alan D. Kennedy	3,410	(8)	15,786			19,196		0.7	%
Gerald E. Gilbert	2,500		10,878			13,378		0.5	%
Robert A. Toth	─		14,765			14,765		0.6	%
Robert A. Sinnott, Ph.D	1,325	(9)	10,092			11,417		0.4	%
B. Keith Clark	─		3,529	(10)		3,529		0.1	%
Alfredo (Al) Bala	─		2,666			2,666		0.1	%

All 11 executive officers and directors as a group	399,171		85,831			485,002		18.3	%

Name and Principal Position	Year	Salary(1)		Option Awards(2)		Non-Equity Incentive Plan Compensation(3)		All Other Compensation(4)		Total
Robert A. Sinnott, Ph.D.	2012	$	350,000	$	─	$	5,078	$	15,958	$	371,036
CEO and Chief Science Officer	2011	$	350,000	$	─	$	5,078	$	20,508	$	375,586

Alfredo (Al) Bala	2012	$	300,000	$	─	$	4,531	$	17,061	$	321,592
Executive Vice President, Sales & Marketing	2011	$	293,769	$	3,200	$	4,531	$	12,885	$	314,385

B. Keith Clark(5)	2012	$	335,000	$	─	$	4,891	$	17,309	$	357,200
Former Chief Operating Officer and Chief Legal Officer	2011	$	324,868	$	8,250	$	4,891	$	12,387	$	350,396

Name	Year	Automobile Lease Payments ($)			Insurance Premium for Leased Automobile ($)	Company Matching 401(k) Contribution ($)			Life Insurance ($)		Travel Expenses(1) ($)		Severance ($)	Total All Other Compensation ($)
Robert A. Sinnott, Ph.D.	2012	$	12,000	$	─	$	3,416	$	542	$	─	$	─	$	15,958
	2011	$	12,000	$	─	$	3,366	$	─	$	5,142	$	─	$	20,508

Alfredo (Al) Bala	2012	$	12,798	$	528	$	3,045	$	690	$	─	$	─	$	17,061
	2011	$	8,732	$	1,585	$	2,045	$	─	$	523	$	─	$	12,885

B. Keith Clark(2)	2012	$	12,037	$	1,601	$	2,884	$	787	$	─	$	─	$	17,309
	2011	$	7,475	$	1,585	$	2,783	$	─	$	544	$	─	$	12,387

Name		Grant Date		Number of Securities Underlying Options (#)				Exercise Price of Option Awards ($/Sh)				Grant Date Fair Value of Option Awards
Joel Bikman		8/26/2015			6,000			$	16.95			$	60,919

	End of 2nd Quarter		End of 3rd Quarter		End of Year
Cash Flow	$	3,200,000	$	6,300,000	$	9,750,000
Bonus Opportunity		25%		25%		50%

Named Executive Officer	Position	Maximum Potential Bonus (Annual Bonus opportunity)		Maximum Potential Bonus (Quarterly Bonus opportunity)
Robert A. Sinnott, Ph.D.	CEO and Chief Science Officer		30%		100%
B. Keith Clark	Former Chief Operating Officer, Chief Legal Officer, and Corporate Secretary (resigned February 2013)		N/A		N/A
Alfredo Bala	Executive Vice President, Sales & Marketing		30%		100%

Named Executive Officer	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)		Equity Incentive Plan Awards Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($/Sh)		Option Expiration Date
Robert A. Sinnott, Ph.D.	600	─		─	$	63.90	February 22, 2018
	1,000	─		─	$	25.00	November 19, 2018
	7,499	─		─	$	31.00	December 21, 2019
	990	495	(1)	─	$	24.60	August 15, 2020
	10,089	495		─

Alfredo (Al) Bala	999	─		─	$	25.00	November 19, 2018
	1,330	666	(1)	─	$	24.60	August 15, 2020
	166	334	(2)	─	$	11.40	June 8, 2021
	2,495	1,000		─

B. Keith Clark	999	─		─	$	25.00	November 19, 2018	(3)
	499	─		─	$	31.00	December 21, 2019	(3)
	1,194	─		─	$	24.60	August 15, 2020	(3)
	833	─		─	$	5.80	August 9, 2021	(3)
	3,525	─		─

Termination Event	Cash Severance		Acceleration of Equity Incentive Awards			Total Termination Payments
Termination With Cause	$	─	$	─		$	─
Termination Without Cause	$	350,000	$	─		$	350,000
Resignation for Good Reason	$	350,000	$	��		$	350,000
Resignation without Good Reason	$	─	$	─		$	─
Disability	$	350,000	$	─		$	350,000
Death	$	─	$	─		$	─
Non-Renewal of his Employment Agreement	$	─	$	─		$	─
Change in Control	$	─	$	─	(1)	$	─