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Herbalife To Increase Board Size, Nominate 2 Icahn Representatives To Board

Embattled nutritional-supplements maker Herbalife Ltd. (HLF) said Thursday that it has reached an agreement with Carl Icahn, Icahn Enterprises Holdings L.P. and certain related entities, which beneficially own, in the aggregate about 14.02 million Herbalife shares representing about 13.6% of the company's outstanding shares.

As part of the agreement, Herbalife will increase the size of its Board of Directors from nine to eleven members immediately before the 2013 Annual General Meeting of Shareholders. Herbalife's board will nominate two individuals to the company's board, designated by the Icahn parties and approved by the company's Nominating and Corporate Governance Committee.

Under the terms of the agreement, the Icahn parties have agreed to, among other things, abide by certain standstill provisions and vote their shares in support of all of the Board's director nominees.

The Icahn parties have also the right to increase the size of their ownership position in Herbalife up to 25% of the outstanding common stock.

Herbalife shares are currently trading at $39.90, up $3.46 or 6.57%.

by RTT Staff Writer

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