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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 1)

 

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NATURE'S SUNSHINE PRODUCTS, INC.
75 East 1700 South
Provo, UT 84606

June 24, 2011

Dear Fellow Shareholder:

        You are cordially invited to attend the 2010 Annual Meeting of Shareholders of Nature's Sunshine Products, Inc., which will be held at our principal executive offices located at 75 East 1700 South, Provo, Utah 84606, on Wednesday, August 3, 2011 at 10:00 a.m. Mountain Daylight Time.

        The matters to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement. A copy of our Annual Report is also enclosed.

        Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the meeting regardless of the number of shares you may hold. Therefore, I urge you to vote as promptly as possible. You may vote your shares by following the instructions in the attached Proxy Statement. Timely voting will ensure your representation at the Annual Meeting. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy.

        Thank you for your continued support of Nature's Sunshine.

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NATURE'S SUNSHINE PRODUCTS, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 3, 2011

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To the Shareholders of Nature's Sunshine Products, Inc.:

        Notice is hereby given that the 2011 Annual Meeting of Shareholders (the "Annual Meeting") of Nature's Sunshine Products, Inc., a Utah corporation (the "Company"), will be held at the Company's principal executive offices located at 75 East 1700 South, Provo, Utah 84606, on Wednesday August 3, 2011 at 10:00 a.m. Mountain Daylight Time, for the following purposes, as more fully described in the proxy statement accompanying this notice:

1.

To elect the Class II Directors of the Company's Board of Directors (the "Board"), consisting of three Directors. The Company intends to present for election the following three nominees, all of whom are current Directors of the Company: Michael D. Dean, Robert B. Mercer and Gregory L. Probert;



2.

To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2011;



3.

To vote on the advisory resolution to approve the compensation of the named executive officers;



4.

To vote on an advisory basis as to the frequency with which executive compensation will be subject to future advisory shareholder votes; and



5.

To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

        Only shareholders of record as of the close of business on June 6, 2011 are entitled to receive notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.

        You are cordially invited to attend the Annual Meeting in person. Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the meeting regardless of the number of shares you may hold. You may vote your shares by following the instructions in the attached Proxy Statement. For detailed information regarding voting instructions, please refer to the sections beginning on page 2 of the accompanying proxy statement. If you attend the Annual Meeting and vote by ballot, your proxy will be revoked automatically and only your vote at the Annual Meeting will be counted.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
2011 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 3, 2011

The Proxy Statement and Annual Report to Shareholders are available at
http://www.naturessunshine.com/us/company/investing/sec.aspx.

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NATURE'S SUNSHINE PRODUCTS, INC.

PROXY STATEMENT
FOR
2011 ANNUAL MEETING OF SHAREHOLDERS

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PROXY STATEMENT
FOR
2011 ANNUAL MEETING OF SHAREHOLDERS

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        The enclosed proxy is solicited on behalf of the Board of Directors of Nature's Sunshine Products, Inc., a Utah corporation, for use at the 2011 Annual Meeting of Shareholders (the "Annual Meeting") to be held on Wednesday August, 3, 2011 and at any adjournment or postponement thereof. The Annual Meeting will be held at 10:00 a.m. Mountain Daylight Time at the Company's principal executive offices located at 75 East 1700 South, Provo, Utah 84606. The proxy solicitation materials are being sent on or about June 24, 2011 to all shareholders entitled to vote at the Annual Meeting. In this proxy statement, "Nature's Sunshine," the "Company," "we," "us" and "our" refer to Nature's Sunshine Products, Inc.

        Pursuant to rules of the United States Securities and Exchange Commission (the "SEC"), we are providing our shareholders with access to our Notice of Annual Meeting of Shareholders, Proxy Statement and proxy card (referred to as the "proxy materials") and Annual Report for the year ended December 31, 2010 (referred to as the "Annual Report") over the internet. Because you received by mail a Notice Regarding the Availability of Proxy Materials, including a notice of Annual Meeting of Shareholders (referred to as the "Notice"), you will not receive a printed copy of the proxy materials unless you have previously made a permanent election to receive these materials in printed form. Instead, all shareholders will have the ability to access the proxy materials and Annual Report by visiting the website at http://www.voteproxy.com. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found on the Notice. In addition, all shareholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. The Proxy Statement and the Annual Report are also available at http://www.naturessunshine.com/us/company/investing/sec.aspx.

QUESTIONS AND ANSWERS ABOUT THE 2011 ANNUAL MEETING
AND THIS PROXY STATEMENT

What is the purpose of the Annual Meeting?

        At the Annual Meeting, shareholders will vote on the following four proposals, which are summarized in the preceding notice and described in more detail beginning on page 6 of this proxy statement:

•

To elect the Company's Class II Directors of the Board of Directors (the "Board"), consisting of three Directors (Proposal One);



•

To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2011 (Proposal Two);



•

To vote on the advisory resolution to approve the compensation of the named executive officers (Proposal Three); and



•

To vote on an advisory basis as to the frequency with which executive compensation will be subject to future advisory shareholder votes (Proposal Four).

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What are the Board's voting recommendations?

        Our Board of Directors recommends that you vote your shares:

•

FOR each of the Director nominees to the Board (Proposal One);



•

FOR the proposal to appoint Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2011 (Proposal Two);



•

FOR the approval of the advisory resolution to approve the compensation of our named executive officers (Proposal Three); and



•

ONE YEAR as the frequency with which executive compensation will be subject to future advisory shareholder votes (Proposal Four).

Where are the Company's principal executive offices located, and what is the Company's main telephone number?

        The Company's principal executive offices are located at 75 East 1700 South, Provo, Utah 84606. The Company's main telephone number is (801) 342-4300.

Who is entitled to vote at the Annual Meeting?

        The record date for the Annual Meeting is June 6, 2011. Only shareholders of record at the close of business on that date are entitled to vote at the Annual Meeting. As of the record date, 15,532,909 shares of our Common Stock, no par value per share, were outstanding and entitled to vote.

        Our stock transfer books will remain open between June 13, 2011 and the date of the Annual Meeting. A list of shareholders entitled to vote at the Annual Meeting will be available for inspection at our principal executive offices.

How many votes do I have?

        Each holder of Common Stock is entitled to one vote per share held. As a result, a total of 15,532,909 votes may be cast on each matter at the Annual Meeting.

What is the difference between a shareholder of record and a beneficial owner of shares held in street name?

        Shareholder of Record.    If your shares are registered directly in your name with the Company's transfer agent, American Stock Transfer & Trust Company, you are considered the shareholder of record with respect to those shares.

        Beneficial Owner of Shares Held in Street Name.    If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the beneficial owner of shares held in "street name." The organization holding your account is considered the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares held in your account.

If I am a shareholder of record of Common Stock, how do I vote?

        If you are a shareholder of record, you may vote using the internet at
http://www.voteproxy.com, by telephone at 1-800-PROXIES (1-800-776-9437) or (if you received printed proxy materials) by mailing a completed proxy card. To vote by mailing a proxy card, please sign and return the proxy card enclosed in the printed proxy materials sent to you in the prepaid and self-addressed envelope provided to you and your shares will be voted at the Annual Meeting in the manner you directed. You may also vote your shares in person at the Annual Meeting. If you are a shareholder of record, you may request a ballot at the Annual Meeting.

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If I am a beneficial owner of shares held in street name, how do I vote?

        If you are the beneficial owner of shares are held in street name, you will receive instructions from the brokerage firm, bank, broker-dealer or other similar organization (the "record holder") that must be followed for the record holder to vote your shares per your instructions. Please complete and return the voting instruction card in the self-addressed postage paid envelope provided.

        If your shares are held in street name and you wish to vote in person at the Annual Meeting, you must obtain a proxy issued in your name from the record holder and bring it with you to the meeting. We recommend that you vote your shares in advance as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.

What is a quorum?

        A quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting, either in person or by proxy, of holders of a majority of the shares of Common Stock outstanding on the record date will constitute a quorum. Accordingly, shares representing 7,766,455 votes must be present, in person or by proxy, at the Annual Meeting to constitute a quorum. Abstentions and "broker non-votes" will be counted for the purpose of determining whether a quorum is present for the transaction of business.

        If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained.

What is a broker non-vote?

        If you are a beneficial owner of shares held in street name and do not provide the record holder with specific voting instructions, under the rules of various national securities exchanges, the record holder may generally vote on routine matters but cannot vote on non-routine matters. If the record holder does not receive instructions from you on how to vote your shares on a non-routine matter, the record holder will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a "broker non-vote."

What vote is required for each item?

        For Proposal One, Directors are elected by a plurality of the votes cast by the shares entitled to vote at the Annual Meeting. Accordingly, the two nominees receiving the highest number of votes cast will be elected as Directors. Abstentions will have no effect on the outcome of the election of candidates for Director. Additionally, the election of Directors is considered a routine matter on which a record holder is generally empowered to vote, and therefore no broker non-votes are expected to exist with respect to Proposal One. Should any nominee become unavailable to serve before the Annual Meeting, the proxies will be voted by the proxy holders for such other person as may be designated by our Board of Directors or for such lesser number of nominees as may be prescribed by the Board of Directors. Votes cast for the election of any nominee who has become unavailable will be disregarded.

        Approval of Proposal Two requires the votes cast in favor of the proposal to exceed the votes cast against such proposal. The ratification of an independent registered public accounting firm is a matter on which a broker is generally empowered to vote. Accordingly, no broker non-votes are expected to exist in connection with Proposal Two.

        Approval of Proposal Three requires the votes cast in favor of the proposal to exceed the votes cast against such proposal. However, Proposal Three represents only an advisory vote of the shareholders and is non-binding. Abstentions and broker non-votes will have no effect on this proposal.

        With respect to Proposal Four, you may vote to approve, on an advisory basis, the frequency of the advisory vote on the compensation of our named executive officers every ONE YEAR, every TWO YEARS or every THREE YEARS or you may ABSTAIN from voting. Approval of a frequency option

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under Proposal Four requires the votes cast in favor of such frequency option to exceed the aggregate number of votes received by the other two frequency options. If none of the frequency options receives votes exceeding the aggregate number of votes received by the other two frequency options, the Board will consider the option receiving the greatest number of votes to be the frequency recommended by the Company's shareholders. However, Proposal Four represents only an advisory vote of the shareholders and is non-binding. The Board will take into consideration the outcome of the shareholder votes when making future decisions and considering the frequency of future advisory votes on executive compensation. Abstentions and broker non-votes will have no effect on this proposal.

What happens if I do not give specific voting instructions?

        If you are a shareholder of record and you do not specify how the shares represented thereby are to be voted, your shares will be voted in the manner recommended by the Board on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

        If you are a beneficial owner of shares held in street name and you do not specify how the shares represented thereby are to be voted, your broker may generally exercise its discretionary authority to vote your shares on routine matters (Proposals One and Two), but your broker will not be permitted to vote your shares with respect to non-routine matters (Proposals Three and Four).

        Although we do not know of any business to be considered at the Annual Meeting other than the proposals described in this proxy statement, if any other business is properly presented at the Annual Meeting, your signed proxy will give authority to the Board to vote on such matters at their discretion.

What if I receive more than one set of proxy materials, proxy card or voting instruction form?

        If you receive more than one set of proxy materials, proxy card or voting instruction form because your shares are held in multiple accounts or registered in different names or addresses, please vote your shares held in each account to ensure that all of your shares will be voted.

Who will count the votes and how will my vote(s) be counted?

        All votes will be tabulated by the inspector of election appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. If your proxy is properly submitted, the shares represented thereby will be voted at the Annual Meeting in accordance with your instructions.

Can I change my vote after I have voted?

        If you are a shareholder of record, you may revoke or change your vote at any time before the Annual Meeting by filing a notice of revocation or another proxy card with a later date with the Corporate Secretary at Nature's Sunshine Products, Inc., 75 East 1700 South, Provo, Utah 84606. If you are a shareholder of record and attend the Annual Meeting and vote by ballot, any proxy that you submitted previously to vote the same shares will be revoked automatically and only your vote at the Annual Meeting will be counted.

        If you are a beneficial owner of shares held in street name, you should contact the record holder to obtain instructions if you wish to revoke or change your vote before the Annual Meeting. Please note, however, that if your shares are held in street name, your vote in person at the Annual Meeting will not be effective unless you have obtained and present a proxy issued in your name from the record holder.

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Where can I find the voting results of the Annual Meeting?

        The preliminary voting results will be announced at the Annual Meeting. The final voting results will be tallied by the inspector of election and published in the Company's Report on Form 8-K following the Annual Meeting which the Company is required to file with the Securities and Exchange Commission ("SEC") within four days of the event.

How and when may I submit a shareholder proposal for the 2012 Annual Meeting of Shareholders?

        In the event that a shareholder desires to have a proposal considered for presentation at the 2012 Annual Meeting of Shareholders and included in our proxy statement and form of proxy card used in connection with that meeting, the proposal must be forwarded in writing to our Corporate Secretary so that it is received no later than February 14, 2012. If the 2012 Annual Meeting of Shareholders is held on a date more than thirty calendar days from August 3, 2012, a shareholder proposal must be received by a reasonable time before the Company begins to print and mail its proxy solicitation materials. Any such proposal must comply with the requirements of Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended, referred to in this proxy statement as the Exchange Act.

        If a shareholder wishes to present a proposal at our 2012 annual meeting of shareholders and the proposal is not intended to be included in our proxy statement relating to the 2012 annual meeting, the shareholder must give advance notice to us prior to the deadline (the "Bylaw Deadline") for the annual meeting determined in accordance with our amended and restated bylaws ("Bylaws"). Under our bylaws, in order to be deemed properly presented, the notice of a proposal must be delivered to our Corporate Secretary no later than June 4, 2012, and no earlier than May 5, 2012, which dates are 60 days and 90 days, respectively, prior to the anniversary of the date of this year's annual meeting.

        However, if we determine to change the date of the 2012 annual meeting so that it occurs more than 30 days prior to, or more than 30 days after, August 3, 2012, shareholder proposals intended for presentation at the 2012 annual meeting, but not intended to be included in our proxy statement relating to the 2012 annual meeting, must be received by our Corporate Secretary no earlier than the ninetieth (90th) day prior such annual meeting and no later than the (i) sixtieth (60th) day prior to such annual meeting or (ii) the tenth (10th) day following the day on which public disclosure of the date of the annual meeting is made by the Company, whichever occurs later (the "Alternate Date"). If a shareholder gives notice of such proposal after the Bylaw Deadline (or the Alternate Date, if applicable), the shareholder will not be permitted to present the proposal to the shareholders for a vote at the 2012 annual meeting. All shareholder proposals must comply with the requirements of our bylaws.

        To forward any shareholder proposals or notices of proposals or to receive a copy of our Bylaws, write to the Corporate Secretary at Nature's Sunshine Products, Inc., 75 East 1700 South, Provo, Utah 84606.

Who will bear the cost of soliciting proxies?

        We will bear the entire cost of the solicitation of proxies for the Annual Meeting, including the preparation, assembly, printing, and mailing of this proxy statement, the proxy card and any additional solicitation materials furnished to shareholders. Copies of solicitation materials will be furnished to brokerage firms, banks, broker-dealers or other similar organizations holding shares in their names that are beneficially owned by others so that they may forward the solicitation materials to the beneficial owners. We may reimburse such persons for their reasonable expenses in forwarding solicitation materials to beneficial owners. The original solicitation of proxies may be supplemented by solicitation by personal contact, telephone, facsimile, email or any other means by our directors, officers or employees, and we will reimburse any reasonable expenses incurred for that purpose. No additional compensation will be paid to those individuals for any such services.

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MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

        

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PROPOSAL ONE:
ELECTION OF DIRECTORS

General

        Directors are elected at annual meetings of shareholders. Our Articles of Incorporation provide for a classified Board of Directors, consisting of three staggered classes of Directors, as equal in number as possible. Shareholders generally will elect a portion of our Board of Directors each year to serve until the third annual meeting of shareholders following the annual meeting in which they are elected. A Director elected by the Board of Directors to fill a vacancy in a class will complete the term of the Director he or she succeeds and stand for election with the other Directors in the same class, serving until his or her successor is duly elected and qualified.

Nominees to Serve as Class II Directors (Term to Expire at the 2014 Annual Meeting)

        The current members of the Board of Directors, who are nominees for election to the Board as Class II Directors, are as follows:

        The principal occupations and business experience, for at least the past five years, of each nominee for election to the Board as Class II Directors are as follows:

        Michael D. Dean.    Mr. Dean has served as the President and Chief Executive Officer of Nature's Sunshine Products, Inc. since July 2010 and as a member of the Company's Board of Directors since June 2009. Mr. Dean served as Chief Executive Officer of Mediaur Technologies, Inc. between 2003 and 2010. Before joining Mediaur, Mr. Dean worked at the Walt Disney Company from 1997 to 2003, where he was Executive Vice President of ABC Cable Networks and Senior Vice President of Corporate Strategic Planning and Development. Prior to Disney, he was a strategy consultant with Bain & Company. Mr. Dean received his M.B.A. from Harvard Business School in 1992 and his B.A. from University of California at Berkeley in 1986. As a result of these and other professional experiences, Mr. Dean brings to our Board of Directors significant leadership and operational management skills combined with significant experience in global, consumer-oriented businesses.

        Robert B. Mercer.    Mr. Mercer was appointed to the Board of Directors in August 2010 to fill the vacancy left by the resignation of Candace K. Weir from the Board. Mr. Mercer served as Vice President Dealer Operations for Mazda North America from May 2007 until February 2009 and as Vice President, General Counsel and Secretary for Mazda North America from November 2002 until May 2007, a position he also held with Volvo North America for approximately 20 years prior. While at Mazda, Mr. Mercer was a member of its Executive and Audit Committees, and was also responsible for Internal Audit. He has been elected to several corporate and charitable boards and currently serves as a member of the Board of Visitors of Duke Medicine, and as President and a Board of Director member of the Orange County, California Chapter of Juvenile Diabetes Research Foundation. Mr. Mercer received his J.D. from the University of Maryland School of Law in 1976 and his B.A. from Duke University in 1973. Mr. Mercer brings significant operational, legal and corporate

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governance experience to the Board, including experience with public, consumer-oriented companies, which supplements the Board's skills in these key areas.

        Gregory L. Probert.    Mr. Probert was appointed to the Board of Directors in June 2011 and is employed as the Executive Vice Chairman. Beginning in October 2010, he served as an independent consultant to the Company. He also served as a consultant to the direct selling industry from May 2008 to September 2010. Mr. Probert was previously employed as Chairman of the Board and Chief Executive Officer of Penta Water Company from December 2008 to March 2010. From August 2003 to April 2008, Mr. Probert served as the President and Chief Operating Officer of Herbalife International of America. Prior to Herbalife, Mr. Probert served as Chief Executive Officer at DMX Music from June 2001 to August 2003. He has also held significant management positions at iMovieStudio and PlanetLingo and served in various positions at the Walt Disney Company, including Executive Vice President of Worldwide Home Entertainment. Mr. Probert received his B.A. from the University of Southern California in 1979. Mr. Probert brings to our Board significant direct selling experience, as well as extensive leadership and operational management skills in global consumer-oriented businesses, which strengthens the Board's aptitude in these key areas.

Continuing Directors

        Our other Directors are as follows:

        The principal occupations and business experience, for at least the past five years, of each continuing Director is as follows:

        Willem Mesdag.    Mr. Mesdag is the Managing Partner of Red Mountain Capital Partners LLC, an investment firm based in Los Angeles, California. Prior to founding Red Mountain in 2002, Mr. Mesdag was a Partner and Managing Director of Goldman, Sachs & Co., which he joined in 1981 from Ballard, Spahr, Andrews & Ingersoll where he was a securities lawyer. He currently serves on the Boards of 3i Group plc, Encore Capital Group Inc., Cost Plus, Inc., and Wedbush, Inc. Mr. Mesdag received his J.D. from the Cornell Law School in 1978 and his B.A. from Northwestern University in 1974. Having had an extensive career in international investment banking and finance and having served on the boards of a number of U.S. and European public companies, Mr. Mesdag brings to the Board significant expertise related to business and financial issues.

        Jeffrey D. Watkins.    Mr. Watkins is currently the President of Prescott Group Capital Management, LLC, a registered investment advisor, and serves as the co-manager of the Prescott Mid Cap, L.P. Mr. Watkins formerly served as a Director of Annuity and Life Re, Ltd., from 2003 until October 2009, and as a Director of Carreker Corporation from March 2006 until April 2007. Prior to joining Prescott in July 2001, Mr. Watkins served for 18 years as a portfolio manager for Capital Advisors, Inc., a registered investment advisor, located in Tulsa, Oklahoma. Mr. Watkins received his B.S.B.A. from the University of Tulsa in 1983. As a result of these and other professional experiences,

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Mr. Watkins possess particular knowledge and experience in finance and capital structure, which strengthens the Board's collective qualifications, skills and experience.

        Albert R. Dowden.    Mr. Dowden serves as a Director of the AIM mutual funds, various Reich & Tang mutual funds, and as a Director of Homeowners of America Holding Corporation and Homeowners of America Insurance. Mr. Dowden is a founder and has served as Managing Director of The Boss Group, a Houston based private investment and management firm, since 2004. Mr. Dowden has previously served as a Director of The Hertz Corporation, Volvo Group, Magellan Insurance Co., Genmar, National Media Corp. and CompuDyne Corp. Prior to these positions, Mr. Dowden served as President and Chief Executive Officer of Volvo Group North America, Inc. and Senior Vice President of its Swedish parent company, AB Volvo, until 1998. Prior to joining Volvo in 1974 as General Counsel to its North American operations, he practiced law with the New York based international law firm of Rogers & Wells (now Clifford Chance). Mr. Dowden received his J.D. from New York University School of Law in 1966 and his B.A. from Middlebury College in 1963. Mr. Dowden's extensive operational, legal and corporate governance experience involving consumer-oriented public companies enhances the Board's knowledge and skill in these key areas.

        Mark R. Genender.    Appointed to the Board of Directors in April 2011, Mr. Genender is a Partner in the investment firm Red Mountain Capital Partners LLC, based in Los Angeles, California. Prior to joining Red Mountain, Mr. Genender was a Managing Director in the Retail and Consumer Group at the Carlyle Group, which he joined in May 2010. Prior to Carlyle, Mr. Genender co-founded and was a Partner at Star Avenue Capital, a consumer growth equity vehicle, which he formed in 2008. From 1996 to 2008, Mr. Genender was a Managing Director at Fenway Partners, LLC both in New York and later in Los Angeles. Previous to Fenway, Mr. Genender held senior sales and marketing positions with Nabisco Holdings Inc. and PepsiCo Inc., and served as a Financial Analyst in the M&A department with Goldman, Sachs & Co. in London and New York. Mr. Genender received his M.B.A from INSEAD in 1991 and his A.B. from Princeton University in 1987. Mr. Genender's broad operational, financial and marketing experience, particularly with consumer-oriented companies, strengthens the Board's aptitude and collective qualifications in these areas of particular relevance to the Company.

        Kristine F. Hughes.    Ms. Hughes is the Chairperson of our Board of Directors. She was a co-founder in 1972 of Hughes Development Corporation, a predecessor of our Company, and has served as an officer or Director of our Company and its predecessors since 1980. Ms. Hughes is the spouse of Eugene L. Hughes, one of our founders and a Director emeritus. Ms. Hughes' extensive experience as a co-founder, senior officer and member of the Board of Directors provides her with industry-specific management and governance knowledge and skills that strengthen the Board's collective qualifications, skills and experience.

CORPORATE GOVERNANCE

Director Independence

        The Board of Directors has determined that all of its current Directors and nominees for election at the Annual Meeting, except Mr. Dean and Ms. Hughes, are independent Directors under the current standards for "independence" established by NASDAQ.

Board Committees

        The Board of Directors has three standing committees: Audit Committee, Compensation Committee and Nominations Committee. Each standing committee operates under a written charter adopted by the Board. You can access the current committee charters on our website at www.natr.com or by writing to our Corporate Secretary at our principal executive offices at 75 East 1700 South, Provo, Utah 84606.

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        The Board has determined that the current committee chairs and members are independent under the current standards for "independence" established by NASDAQ. The current members of the committees are identified in the table below.

        The Audit Committee.    The Audit Committee oversees our financial statements, preparation process and related compliance matters and performance of the internal audit function, is responsible for engagement and oversight of our independent registered public accounting firm and reviews the adequacy and effectiveness of our internal control system and procedures. Our Board of Directors has determined that each current member of our Audit Committee is an audit committee financial expert, as that term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC.

        The Compensation Committee.    The Compensation Committee reviews compensation policies applicable to executive officers and board members, reviews certain risks associated with the Company's compensation program for employees, and determines the compensation and benefits of all Directors on the Board. The Chief Executive Officer makes recommendations to our compensation committee with respect to the compensation of our other executive officers, and the Compensation Committee considers such recommendations in establishing the officers' compensation. The Compensation Committee establishes the compensation to be paid to our Chief Executive Officer without input from the Chief Executive Officer. At the discretion of the Committee, compensation packages, when appropriate, are submitted to the Board for final approval.

        The Nominations Committee.    The Nominations Committee makes recommendations to the Board of Directors about the size of the Board or any committee thereof, identifies and recommends candidates for the Board and committee membership, evaluates nominations received from shareholders, and develops and recommends to the Board corporate governance principles applicable to our Company. In selecting or recommending candidates, the Nominations Committee takes into consideration any criteria approved by the Board, which may be set forth in any corporate governance guidelines adopted by the Board and such other factors as it deems appropriate. These factors may include judgment, skill, diversity, experience with businesses and other organizations of comparable size, the interplay of the candidate's experience with the experience of other Board members and the extent to which the candidate would be a desirable addition to the Board and any committees thereof.

        The Nominations Committee may also consider candidates proposed by management and by shareholders of the Company. Recommendations for consideration by the Nominations Committee, including recommendations from shareholders of the Company, should be sent in writing, together with appropriate biographical information concerning each proposed nominee, to our Corporate Secretary at our principal executive offices at 75 East 1700 South, Provo, Utah 84606.

        From the beginning of fiscal year 2010 through June 30, 2010, our Board of Directors consisted of the following members: Albert R. Dowden, Pauline Hughes Francis, Kristine F. Hughes, Willem

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Mesdag, Jeffrey D. Watkins, Candace K. Weir, Michael D. Dean, and Douglas Faggioli. The members of our committees during fiscal year 2010 are identified in the table below.

Board Structure and Risk Oversight

Leadership Structure of the Board

        Under our bylaws, the Board is not required to appoint our Chief Executive Officer as the Chairman of the Board, and the Board does not have a policy on whether or not the roles of Chief Executive Officer and Chairman of the Board should be separate. Currently, two different individuals serve in these two positions. Our Chairperson, Kristine F. Hughes, is responsible for chairing Board meetings and meetings of shareholders, setting the agendas for Board meetings and providing information to the Board members in advance of meetings and between meetings. In addition, our Chief Executive Officer, Michael Dean, also serves as a Director on our Board. The Board believes that Mr. Dean's membership as a Director provides the Board with in-depth understanding of our business operations because of his extensive experiences and knowledge in the day-to-day management of all aspects of our operations.

        All of our Directors are independent under applicable NASDAQ corporate governance rules, except for Ms. Hughes and Mr. Dean. The Board believes that the independent Directors provide effective oversight of management. Moreover, in addition to feedback provided during the course of Board meetings, the independent Directors have regular executive sessions without any members of management. We believe that our leadership structure of the Board is appropriate given the nature and size our businesses, as it provides both effective independent oversight and expertise in the complexity and management of our operations as a consumer product and direct-selling company.

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Board's Role in the Oversight of Risk Management

        The Board of Directors is primarily responsible for assessing risks associated with the Company's business. However, the Board delegates certain of such responsibilities to other groups. The Audit Committee is responsible for reviewing with management the Company's policies and procedures with respect to risk assessment and risk management, including reviewing certain risks associated with our financial and accounting systems, accounting policies, investment strategies, regulatory compliance, insurance programs, and other matters. Under the direction of the Audit Committee, the Company's internal audit department assists the Company in the evaluation and improvement of the effectiveness of risk management. In addition, under the direction of the Board and certain of its committees, the Company's legal department, which includes the Company's Chief Compliance Officer, assists the Board in the development and oversight of corporate compliance activities. As discussed under "Risk Assessment of Compensation Programs," the Compensation Committee also reviews certain risks associated with our overall compensation program for employees to help ensure that the program does not encourage employees to take excessive risks. On a regular basis and from time to time as necessary or appropriate, updates are provided by these groups to the Board of Directors regarding their risk assessment and risk management activities and other risk-related matters.

Board Meetings in Fiscal Year 2010

        During fiscal year 2010, there were four formal regular meetings and one formal special meeting of the Board of Directors, as well as numerous informal informational sessions. Each member of the Board of Directors during fiscal year 2010 attended or participated in 75 percent or more of the aggregate of (i) the total number of regular and special meetings of the Board of Directors held during the fiscal year or the portion thereof following such person's appointment to the Board and (ii) the total number of meetings held by all committees of the Board on which such Director served during the fiscal year or the portion thereof following such person's appointment to one or more of those committees.

        During fiscal year 2010, the Audit Committee held four formal meetings, as well as numerous informal informational sessions, the Compensation Committee held two formal meetings, as well as numerous informal meetings, and the Nominations Committee held two formal meetings.

Annual Meeting Attendance

        Although the Company does not have a formal policy regarding attendance by members of the Board of Directors at the annual meetings of shareholders, Directors are encouraged to attend such meetings. At the annual meeting of shareholders held in fiscal year 2010 six of our seven Directors were in attendance.

Communications with Directors

        We have not in the past adopted a formal process for shareholder communications with the Board of Directors. Nevertheless, the Directors have endeavored to ensure that the views of shareholders are heard by the Board or individual Directors, as applicable, and that appropriate responses are provided to shareholders in a timely manner. Communications to the Board of Directors may be submitted in writing to our Corporate Secretary at our principal executive offices at 75 East 1700 South, Provo, Utah 84606. The Board of Directors relies upon the Corporate Secretary to forward written questions or comments to named Directors or committees thereof, as appropriate. General comments or inquiries from shareholders are forwarded to the appropriate individual within the Company, including the President, as appropriate.

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Code of Ethics

        We adopted a revised Code of Conduct on March 4, 2011 that applies to all of our employees, including our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Chief Compliance Officer, and senior financial and accounting officers. Among other matters, the Code of Conduct establishes policies to deter wrongdoing and to promote (i) both honest and ethical conduct, including ethical handling of actual or apparent conflicts of interest, (ii) compliance with applicable laws, rules and regulations, (iii) full, fair, accurate, timely and understandable disclosure in reports and documents that we file with or submit to the SEC and in public communications and (iv) prompt internal reporting of violations of the Code of Conduct and accountability for adherence to the Code of Conduct. In addition, we provide an ethics line for reporting any violations of the Code of Conduct on a confidential basis. A copy of our Code of Conduct is available on our website at www.natr.com or by writing to our Corporate Secretary at our principal executive offices at 75 East 1700 South, Provo, Utah 84606. We will post on our internet website all amendments to, or waivers from, our Code of Conduct that are required to be disclosed by applicable law.

Director Compensation

        The following table sets forth certain information regarding the compensation of each individual other than Mr. Dean who served as a non-employee member of our Board of Directors during the 2010 fiscal year. Mr. Dean's compensation during the 2010 fiscal year, including compensation earned in his role as a non-employee director, is included in the Summary Compensation Table below.

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(2)

On October 14, 2010, the Board approved an option grant to purchase 25,000 shares of our Common Stock under our 2009 Stock Incentive Plan to Robert B. Mercer, who joined the Board of Directors in August 2010. The option has a maximum term of 10 years, was fully vested upon issuance and became exercisable on November 1, 2010. The amount reflected in column (d) above represents the grant date fair value of such option award calculated in accordance with FASB ASC Topic 718. See Note 10 to the Notes to Consolidated Financial Statements set forth in Item 8 of the 2010 Annual Report on Form 10-K filed with the SEC on March 11, 2011 for a description of the assumptions used in calculating such fair value. For this purpose, the estimate of forfeitures relating to vesting conditions is disregarded.

(3)

The table below summarizes the equity-based awards held by the Company's non-employee directors as of December 31, 2010.

(4)

"All Other Compensation" includes the following amounts paid by the Company for the fiscal year ended December 31, 2010:

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*

Represents credits to purchase the Company's products.

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(1)

Reflects aggregate fees billed by Deloitte & Touche LLP for professional services rendered for the audit of the Company's consolidated financial statements for the fiscal years ended December 31, 2010 and 2009.

(2)

During the fiscal year ended December 31, 2010 Deloitte & Touche rendered services for audit related activities. During 2009, there were no fees billed by Deloitte & Touche LLP for services, except as already described above.

(3)

Reflects aggregate fees billed by Deloitte & Touche LLP for tax services for the fiscal years ended December 31, 2010 and 2009.

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*

Less than one percent.

(1)

All entries exclude beneficial ownership of shares that are issuable pursuant to options that have not vested or that are not otherwise exercisable as of the date hereof and which will not become vested or exercisable within 60 days of March 31, 2011.

(2)

Calculated based on 15,532,909 shares of our Common Stock outstanding on March 31, 2011, with percentages rounded to the nearest one-tenth of one percent. Shares of Common Stock subject to options that are presently exercisable or exercisable within 60 days are deemed to be beneficially

owned by the person holding the option for the purpose of computing the percentage ownership of that person but not treated as outstanding for computing the percentage of any other person.

(3)

Based on Schedule 13F-HR filed with the SEC on February 14, 2011, includes 1,865,383 shares purchased by Prescott Group Aggressive Small Cap, L.P. and Prescott Group Aggressive Small Cap II, L.P. (collectively, the "Small Cap Funds") through the account of Prescott Group Aggressive Small Cap Master Fund, G.P. ("Prescott Master Fund"), of which the Small Cap Funds are general partners. As general partner of the Small Cap Funds, Prescott Group Capital Management, LLC ("Prescott Capital") may be deemed to beneficially own 1,865,383 shares. As the principal of Prescott Capital, Phil Frohlich may also be deemed to beneficially own the 1,865,383 shares held by Prescott Master Fund. Each of Prescott Capital and Mr. Frohlich, however, disclaims beneficial ownership of these shares, except to the extent of their pecuniary interest therein. Prescott Capital and Mr. Frohlich have the sole voting and dispositive power over these shares.

(4)

Based on Schedule 13G/A filed with the SEC on January 14, 2011, includes shares beneficially owned by Prism Partners, L.P., Prism Offshore Fund, Ltd. and Prism Partners QP, L.P. Delta Partners, LLC, as investment manager of Prism Offshore Fund, Ltd., and Charles Jobson, as managing member of Delta Partners, LLC, beneficially own, and have shared voting and dispositive power over, 1,785,473 shares.

(5)

Based on Schedule 13 F-HR filed with the SEC on February 14, 2011 and Form 3 filed with the SEC on June 12, 2009, includes 755,050 shares held by Red Mountain Capital Partners II, L.P. ("RMCP II") and 562,424 shares held by Red Mountain Capital Partners III, L.P. ("RMCP III"). RMCP GP LLC ("RMCP GP") is the general partner of each of RMCP II and RMCP III, and Red Mountain Capital Partners LLC ("RMCP LLC") is the managing member of RMCP GP. Red Mountain Capital Management, Inc. ("RMCM") is the managing member of RMCP LLC, and Willem Mesdag is the president, sole executive officer, sole director and sole shareholder of RMCM. Each of RMCP GP, RMCP LLC, RMCM and Mr. Mesdag may be deemed to beneficially own, and to have sole voting and dispositive power over, 1,317,474 shares. Each of RMCP II, RMCP III, RMCP GP, RMCP LLC, RMCM and Mr. Mesdag, however, disclaims beneficial ownership of these shares, except to the extent of its or his pecuniary interest therein. In addition, RMCP II disclaims beneficial ownership of any securities held directly by RMCP III, and RMCP III disclaims beneficial ownership of any securities held directly by RMCP II. Mark Genender, who was appointed to the Board of Directors on April 22, 2011, serves as a Partner of Red Mountain Capital Partners LLC.

(6)

Based on Schedule 13G/A filed with the SEC on February 14, 2011, Paradigm Capital Management, Inc. has sole voting and dispositive power over these shares.

(7)

Based on Schedule 13G/A filed with the SEC on February 11, 2011, includes 323,168 shares held by Wynnefield Partners Small Cap Value, L.P., 490,024 shares held by Wynnefield Partners Small Cap Value, L.P. I, 301,600 shares held by Wynnefield Small Cap Value Offshore Fund, Ltd., 30,000 shares held by Channel Partnership II, L.P. and 47,100 shares held by Wynnefield Capital, Inc. Profit Sharing Plan. Wynnefield Capital Management, LLC has an indirect beneficial interest in the shares held by Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I, and Wynnefield Capital, Inc. have an indirect beneficial interest in the shares held by Wynnefield Small Cap Value Offshore Fund, Ltd. As co-managing member of Wynnefield Capital Management, LLC, principal executive officer of Wynnefield Capital, Inc., general partner of Channel Partnership II, L.P. and portfolio manager of Wynnefield Capital, Inc. Profit Sharing Plan, Mr. Nelson Obus may be deemed to hold an indirect beneficial interest in, and to have sole voting and dispositive power over, 1,191,892 shares. Mr. Obus, however, disclaims any beneficial ownership of these shares. As co-managing member of Wynnefield Capital Management, LLC, principal executive officer of Wynnefield Capital, Inc., general partner of Channel

Partnership II, L.P. and portfolio manager of Wynnefield Capital, Inc., Mr. Joshua Landes may be deemed to hold an indirect beneficial interest in, and to have sole voting power over 1,114,792 shares and dispositive power over, 1,119,542 shares. Mr. Landes, however, disclaims any beneficial ownership of these shares.

(8)

Based on Schedule 13G/A filed with the SEC on February 15, 2011, First Wilshire Securities Management, Inc. beneficially owns 1,151,826 shares, of which it has sole voting power over 254,391 shares and sole dispositive power over 1,151,826.

(9)

Based on the Company's register of shareholders as of March 31, 2011.

(10)

Based on the Form 4 filed by the Hughes Parties with the SEC on March 17, 2011, includes (i) options exercisable for 8,000 shares of Common Stock within 60 days of March 31, 2011 by Eugene L. Hughes, Ms. Hughes's spouse, (ii) 87,072 shares that Mr. Hughes holds indirectly, (iii) 61,330 shares that Mr. Hughes holds directly, (iv) 16,335 shares that Ms. Hughes holds directly and (v) 1,019,664 shares held by various family trusts, of which Mr. and Ms. Hughes are co-trustees and beneficiaries. Both Mr. and Ms. Hughes have shared voting and dispositive power over these shares.

(11)

Based on the Form 3 filed with the SEC on June 17, 2009. In addition, includes options exercisable for 75,000 shares of Common Stock within 60 days of March 31, 2011. Mr. Dean became President and Chief Executive Officer of the Company effective July 1, 2010.

(12)

Based on the Form 3 filed with the SEC on June 17, 2009. In addition, includes options exercisable for 25,000 shares of Common Stock within 60 days of March 31, 2011.

(13)

See Footnote 5 above. Mr. Mesdag's address is c/o Red Mountain Capital Partners LLC, 10100 Santa Monica Blvd., Suite 925, Los Angeles, CA 90067. In addition, includes options exercisable for 25,000 shares of Common Stock within 60 days of March 31, 2011.

(14)

Based on the Form 3 filed with the SEC on September 17, 2010. In addition, includes options exercisable for 25,000 shares of Common Stock within 60 days of March 31, 2011.

(15)

Based on Form 3 filed with the SEC on June 17, 2009, includes 1,865,383 share beneficially owned by Prescott Group Capital Management, LLC. As president of Prescott Group Capital Management, LLC, Mr. Watkins may be deemed to beneficially own, and to have shared voting and dispositive power over, these shares. See also Footnote 3 above. Mr. Watkins's address is c/o Prescott Group Capital Management, LLC, 1924 South Utica, Suite 1120, Tulsa, OK 74104. In addition, includes options exercisable for 25,000 shares of Common Stock within 60 days of March 31, 2011.

(16)

See Footnote 5 above. Mr. Genender's address is c/o Red Mountain Capital Partners LLC, 10100 Santa Monica Blvd., Suite 925, Los Angeles, CA 90067.

(17)

Mr. Probert became a director and executive officer of the Company on June 16, 2011. On the date of his election, Mr. Probert held no shares and no options exercisable for shares of Common Stock within 60 days thereof.

(18)

Includes options exercisable for 20,000 shares of Common Stock within 60 days of March 31, 2011 and 18 shares that Mr. Bunker holds indirectly.

(19)

Includes 4,714 shares that Mr. DeWyze holds indirectly.

(20)

Includes options exercisable for 12,000 shares of Common Stock within 60 days of March 31, 2011.

(21)

Includes options exercisable for 15,000 shares of Common Stock within 60 days of March 31, 2011.

(22)

Includes options exercisable for 230,000 shares of Common Stock within 60 days of March 31, 2011.

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(1)

Includes amounts that were deferred into the SEDP for 2010, as follows: Mr. Dean—$0; Mr. Faggioli—$0; Mr. Bunker—$0; Mr. DeWyze—$45,329; Mr. Jarvis—$0; and Mr. Yates—$0. The SEDP provides selected employees and non-employee Directors with the ability to defer compensation to future dates specified by the participant with a return based on investment alternatives selected by the participant. The SEDP is more fully described in the section following the Nonqualified Deferred Compensation Plans table below. In addition, 2010 includes amounts that were deferred from the executive salaries into the 401(k) plan for 2010, as follows: Mr. Dean—$11,170; Mr. Faggioli—$17,750; Mr. Bunker—$17,750; Mr. DeWyze—$17,750; Mr. Jarvis—$11,724; and Mr. Yates—$10,367.

(2)

Amounts reflect the aggregate grant date fair value for the applicable fiscal year, in each instance calculated in accordance with FASB ASC Topic 718. The grant date fair value of the performance-based options included for each applicable fiscal year is calculated in accordance with FASB ASC Topic 718, based on the probable outcome of the attainment of one or more pre-established performance objectives. See Note 10 to the Notes to Consolidated Financial Statements set forth in Item 8 of the 2010 Annual Report on Form 10-K filed with the SEC on March 11, 2011 for a description of the assumptions used in calculating such fair value. For this purpose, the estimate of forfeitures relating to service based vesting conditions is disregarded and the probable outcome of the attainment of one or more pre-established performance objectives is full attainment.

(3)

"All Other Compensation" includes the following amounts paid by the Company for the fiscal year ended December 31, 2009. The amounts disclosed are the actual costs to the Company of providing these benefits.

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(A)

Includes (a) $39,283 related to Mr. Dean's relocation in accordance with his employment agreement, and (b) $16,250 for payments to Mr. Dean related to his service as a non-employee Board member prior to his employment by the Company as President and Chief Executive Officer Elect beginning on March 12, 2010.

(B)

Includes payments made to Mr. Faggioli in accordance with his employment agreement, as amended effective March 12, 2010, as follows: (a) $466,846 payable in monthly installments for consulting services for the one year period following the date of Mr. Faggioli's resignation in accordance with Mr. Faggioli's consulting agreement, provided that if Mr. Faggioli voluntarily terminates his consulting agreement, no further monthly installments will be paid to Mr. Faggioli, (b) $20,800 for the cost of COBRA coverage for the 18 month period following the date of Mr. Faggioli's resignation, (c) $2,100 for premiums on Mr. Faggioli's life insurance for the 24 month period following the date of Mr. Faggioli's resignation, (d) $2,000 for all fees and costs required to keep Mr. Faggioli's Certified Public Accountant license current and effective, including related attorney's fees, for the 24 month period following the date of Mr. Faggioli's resignation, (e) $400 for fees and costs related to Mr. Faggioli's health club membership for the 24 month period following the date of Mr. Faggioli's resignation, (f) $1,500 for Company product credit of up to $750 per year for the 24 month period following the date of Mr. Faggioli's resignation., and (g) $421,025 for the purchase by the Company of up to 38,275 shares of the Company's Common Stock held by Mr. Faggioli at a specified price of $11.00 per share, with such purchase to occur at the option of Mr. Faggioli during the period from July 1, 2011 to September 1, 2011 (the "Put Right"). In the event that Mr. Faggioli fails to exercise the Put Right prior to its termination, the Company will pay Mr. Faggioli a lump sum payment of $421,328.

(4)

Mr. Faggioli resigned as President and Chief Executive Officer of the Company effective as of June 30, 2010.

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(1)

Option grant vests in three equal annual installments over each year of service measured from March 12, 2010, quarters subject to the executive's continued employment with the Company.

(2)

Option grant vests in three equal installments upon the achievement of 6%, 8% and 10% operating income margins as reported in local currencies during four of five consecutive fiscal

quarters, provided the executive remains in employment with the Company through the end of the last quarter in which the performance goal is achieved .

(3)

Except as set forth in footnote 5 below, represents the grant-date fair value of each reported equity award, calculated in accordance with FASB ASC Topic 718, and does not take into account any estimated forfeitures. The grant-date fair value of the performance based stock options is based on the probable outcome of the attainment of one or more pre-established performance objectives. For this purpose, the probable outcome of the attainment of one or more pre-established performance objectives is full attainment.

(4)

Relates to grants previously made in 2009 and 2003 that were modified to provide (a) the acceleration of vesting on July 1, 2010 of the outstanding stock option granted to Mr. Faggioli on September 24, 2009 to acquire 19,000 shares of Company common stock (the "September 2009 Grant") and (b) the extension on July 1, 2010 of the period in which the September 2009 Grant and the outstanding stock option granted to Mr. Faggioli on April 1, 2003 to acquire 2,000 shares of Company common stock may be exercised to June 30, 2011. The full fair value of this option grant was previously reported in the Company's 2009 Proxy Statement. Any change in this value resulting from the accelerated vesting and extension of the exercise periods was nominal.