As described below in Item 5.07, at the 2012 Annual Meeting of Shareholders of Mannatech, Incorporated (the "Company"), the Company's shareholders approved an amendment to the Mannatech, Incorporated 2008 Stock Incentive Plan (as so amended, the "2008 Plan") in order to increase the number of shares of common stock subject to the plan by 100,000.

A description of the material terms of the 2008 Plan was included in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 19, 2012 (the "Proxy Statement"). In addition, the foregoing summary is qualified in its entirety by reference to the full text of the 2008 Plan, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

The Company held its 2012 Annual Shareholders' Meeting on May 30, 2012. The Company's shareholders considered three proposals, each of which is described in the Proxy Statement. A total of 1,922,438 shares were represented in person or by proxy, or 74.05% of the total shares outstanding. The final results of votes with respect to the proposals submitted for shareholder vote at the 2012 Annual Shareholders' Meeting are set forth below.

Proposal 1 - Election of Directors

Shareholders elected Gerald E. Gilbert, Larry A. Jobe and Marlin Ray Robbins as Class I Directors.

Director For Withheld Broker Non-Votes Gerald E. Gilbert 839,700 83,345 999,393 Larry A. Jobe 840,440 82,605 999,393 Marlin Ray Robbins 882,279 40,766 999,393

Proposal 2 - Ratification of the Appointment of the Company's Independent Registered Public Accounting Firm

Shareholders ratified the appointment of BDO USA, LLP as the Company's independent public accounting firm for the fiscal year ending December 31, 2012.

For Against Abstain 1,898,711 20,470 3,257

Proposal 3 - Amendment of the 2008 Stock Incentive Plan

Shareholders approved the amendment to the 2008 Plan to increase the number of shares of common stock subject to the plan by 100,000.

For Against Abstain Broker Non-Votes 693,076 227,060 2,909 999,393

The Company's press release related to the foregoing events is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(d) Exhibits.

Exhibit Number Exhibit
    10.1*      Mannatech, Incorporated 2008 Stock Incentive Plan,
    99.1*      as amended.
               Press Release dated May 31, 2012 entitled
               "Mannatech Announces Results of Annual
               Shareholders' Meeting."

*Filed herewith.