NUS DEF 14A Report ended June 3, 2013

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.          )

---

NU SKIN ENTERPRISES, INC.

June 3, 2013

---

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual Meeting") of Nu Skin Enterprises, Inc., a Delaware corporation, will be held at 10:00 a.m., Mountain Daylight Time, on June 3, 2013, at our corporate offices, 75 West Center Street, Provo, Utah 84601, for the following purposes, which are more fully described in the Proxy Statement:

1.	To elect the eight directors named in the Proxy Statement;

2. To advise as to our executive compensation;

3.	To approve our Amended and Restated 2010 Omnibus Incentive Plan;

4.	To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2013; and

5.	To transact such other business as may properly come before the Annual Meeting.

The Board of Directors has fixed the close of business on April 9, 2013, as the record date for determining the stockholders entitled to receive notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.

You are cordially invited to attend the Annual Meeting in person. However, to ensure your representation at the Annual Meeting, please mark, sign, date and return the accompanying proxy as promptly as possible in the enclosed postage‑prepaid envelope. If you attend the Annual Meeting, you may, if you wish, withdraw your proxy and vote in person.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 3, 2013: The proxy statement and annual report to stockholders are available at materials.proxyvote.com/67018T.

By Order of the Board of Directors,

STEVEN J. LUND
Chairman of the Board

Provo, Utah, April 30, 2013

---

---

PROXY STATEMENT

NU SKIN ENTERPRISES, INC.

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 3, 2013

---

SOLICITATION OF PROXIES

The accompanying proxy is solicited on behalf of the Board of Directors of Nu Skin Enterprises, Inc. ("Nu Skin," "we," "us," or "the company") for use at the Annual Meeting of Stockholders (the "Annual Meeting") to be held at our corporate offices, 75 West Center Street, Provo, Utah 84601, on June 3, 2013, at 10:00 a.m., Mountain Daylight Time, and at any adjournment or postponement thereof, for the following purposes, which are more fully described in this Proxy Statement:

1.	To elect the eight directors named in the Proxy Statement;

2. To advise as to our executive compensation;

3.	To approve our Amended and Restated 2010 Omnibus Incentive Plan;

4.	To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2013; and

5.	To transact such other business as may properly come before the Annual Meeting.

All shares represented by each properly executed, unrevoked proxy received in time for the Annual Meeting will be voted as directed by the stockholder. In the absence of specific instructions, proxies will be voted in accordance with the Board of Directors' recommendations "FOR ALL NOMINEES" for the election of directors, "FOR" Proposal 2, "FOR" Proposal 3 and "FOR" Proposal 4. Although it is anticipated that each nominee will be able to serve as a director, should any nominee become unavailable to serve, proxies will be voted for such other person or persons as may be designated by the Board of Directors. If any other matters properly come before the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place, the persons named in the accompanying proxy will vote on such matters in accordance with their best judgment.

Any proxy duly given pursuant to this solicitation may be revoked by the person or entity giving it at any time before it is voted by delivering a written notice of revocation to our Corporate Secretary, by executing a later‑dated proxy and delivering it to our Corporate Secretary, or by attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute a revocation of the proxy). Directions to our corporate offices may be obtained by calling (801) 345-1000, for stockholders who plan to attend the Annual Meeting.

The proxy statement and form of proxy were first sent or given to our stockholders on or about May 7, 2013. We will bear the cost of solicitation of proxies. Expenses include reimbursements paid to brokerage firms and others for their expenses incurred in forwarding solicitation material regarding the Annual Meeting to beneficial owners of our voting stock. Solicitation of proxies will be made by mail. Our regular employees may further solicit proxies by telephone or in person and will not receive additional compensation for such solicitation. In addition, we have retained Innisfree M&A Incorporated to assist in the solicitation of proxies for a fee estimated to be approximately $15,000, plus reasonable out-of-pocket expenses.

---

OUTSTANDING SHARES AND VOTING RIGHTS

Only stockholders of record at the close of business on April 9, 2013 are entitled to vote at the Annual Meeting. As of the record date, approximately 58,390,937 shares of our Class A Common Stock were issued and outstanding. Each outstanding share of Class A Common Stock will be entitled to one vote on each matter submitted to a vote of the stockholders at the Annual Meeting.

In order to constitute a quorum for the conduct of business at the Annual Meeting, a majority of the issued and outstanding shares of the Class A Common Stock entitled to vote at the Annual Meeting must be represented, either in person or by proxy, at the Annual Meeting. Under Delaware law, shares represented by proxies that reflect abstentions or "broker non‑votes" (which are shares held by a broker or nominee that are represented at the Annual Meeting, but with respect to which such broker or nominee is not empowered to vote on a particular proposal) will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum. However, broker non‑votes will not be voted on proposals on which your broker or other nominee does not have discretionary authority to vote under the rules of the New York Stock Exchange, including Proposals 1, 2 and 3.

Directors will be elected by a favorable vote of a plurality of the shares of Class A Common Stock entitled to vote at the Annual Meeting. The eight nominees receiving the highest number of votes will be elected to serve as directors. Shares not represented in person or by proxy at the Annual Meeting, abstentions and broker non-votes will have no effect on the election of directors. Approval of Proposals 2, 3 and 4 will each require the affirmative vote of a majority of the votes cast affirmatively or negatively. Shares not represented in person or by proxy at the Annual Meeting, abstentions, and broker non-votes will have no effect on the approval of Proposals 2, 3 and 4, provided, however, that Proposal 3 will only be approved if the total votes cast on the proposal represent more than 50% of all shares entitled to vote on that proposal. Proposal 2 is a stockholder advisory vote and will not be binding on the Board of Directors.

---

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our Class A Common Stock as of March 1, 2013, by (i) each person (or group of affiliated persons) who is known by us to own beneficially more than 5% of the outstanding shares of the Class A Common Stock, (ii) each of our directors and director nominees, (iii) each of our executive officers whose name appears in the summary compensation table under the caption "Executive Compensation," and (iv) all of our executive officers and directors as a group. Unless otherwise indicated in the footnotes to the table, the business address of the 5% stockholders is 75 West Center Street, Provo, Utah 84601, and the stockholders listed have direct beneficial ownership and sole voting and investment power with respect to the shares beneficially owned. For each individual and group included in the table below, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of the 58,343,272 shares of Class A Common Stock outstanding on March 1, 2013, plus the number of shares of Class A Common Stock that such person or group had the right to acquire within 60 days after March 1, 2013.

*	Less than 1%

(1)	Includes 604,167 shares of Class A Common Stock that Mr. Hunt had the right to acquire within 60 days.

(2)

Includes 702,901 shares of Class A Common Stock held by a family limited liability company. Mr. and Mrs. Lund are co–managers of the limited liability company and share voting and investment power with respect to all shares held by the limited liability company. Also includes 7,221 shares of Class A Common Stock held indirectly by Mr. Lund as co‑trustee with respect to which he has shared voting and investment power, for which Mr. Lund disclaims beneficial ownership. Also includes 51,250 shares of Class A Common Stock that Mr. Lund had the right to acquire within 60 days.

(3)	Includes 255,980 shares of Class A Common Stock that Mr. Chang had the right to acquire within 60 days.

(4)	Includes 250,104 shares of Class A Common Stock that Mr. Chard had the right to acquire within 60 days.

(5)	Includes 195,104 shares of Class A Common Stock that Mr. Wood had the right to acquire within 60 days.

(6)	Includes 75,100 shares of Class A Common Stock that Mr. Lipman had the right to acquire within 60 days.

---

(7)	Includes 45,000 shares of Class A Common Stock that Mr. Campbell had the right to acquire within 60 days.

(8)	Includes 5,000 shares of Class A Common Stock that Mr. Pisano had the right to acquire within 60 days.

(9)	Includes 25,100 shares of Class A Common Stock that Mr. Andersen had the right to acquire within 60 days.

(10)	Includes 10,000 shares of Class A Common Stock that Ms. Negrón had the right to acquire within 60 days.

(11)	Includes 5,000 shares of Class A Common Stock that Mr. Offen had the right to acquire within 60 days.

(12)	The information regarding the number of shares beneficially owned or deemed to be beneficially owned by FMR LLC was taken from a Schedule 13G filed by that entity with the Securities and Exchange Commission on February 14, 2013. The address of FMR LLC is 82 Devonshire Street, Boston, MA 02109.

(13)

The information regarding the number of shares beneficially owned or deemed to be beneficially owned by Royce & Associates, LLC was taken from a Schedule 13G filed by that entity with the Securities and Exchange Commission on January 17, 2013. The address of Royce and Associates, LLC is 745 Fifth Avenue, New York, NY 10151.

(14)

The information regarding the number of shares beneficially owned or deemed to be beneficially owned by Vanguard Group, Inc. was taken from a Schedule 13G filed by that entity with the Securities and Exchange Commission on February 13, 2013. The address of Vanguard Group, Inc. is 100 Vanguard Blvd, Malvern, PA 19355.

(15)

The information regarding the number of shares beneficially owned or deemed to be beneficially owned by The London Company was taken from a Schedule 13G filed by that entity with the Securities and Exchange Commission on February 6, 2013. The address of The London Company is 1801 Bayberry Court, Suite 301, Richmond, VA 23226.

(16)	Includes 1,859,763 shares of Class A Common Stock that all of our executive officers and directors as a group had the right to acquire within 60 days.

---

PROPOSAL 1

ELECTION OF DIRECTORS

Directors are elected at each annual meeting of stockholders and hold office until their successors are duly elected and qualified at the next annual meeting of stockholders. Our Bylaws provide that the Board of Directors will consist of a minimum of three and a maximum of fifteen directors, with the number being designated by the Board of Directors. The current number of authorized directors is eight.

Each of our current directors was previously elected to his or her present term of office by our stockholders. Each of the nominees is currently a director of our company.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR EACH OF THE EIGHT NOMINEES TO OUR BOARD OF DIRECTORS

Set forth below are the name, age as of April 30, 2013, and business experience of each of the eight nominees for election as our directors, listed in alphabetical order:

Nevin N. Andersen , 72, has served as a director of our company since 2008. Mr. Andersen is currently retired. Mr. Andersen previously served in various positions, including Senior Vice President and Chief Financial Officer, Vice President and Corporate Controller, and Director of Internal Audit, at Shaklee Corporation, a direct selling company, from 1979 to 2003, when he retired. He was asked to return to Shaklee Corporation for a period of time to serve as the Interim Chief Financial Officer and to help in the transition with a new Chief Financial Officer, which role he fulfilled from 2005 to 2008. Prior to initially working at Shaklee Corporation in 1979, he worked for Price Waterhouse & Co., and served as an officer in the U.S. Army Finance Corps. He received M.Acc and B.S. degrees from Brigham Young University.

Mr. Andersen is an experienced financial professional. His ten years as a CPA with Price Waterhouse provided him with valuable experience in the areas of audit, internal control and financial reporting, and his more than 25 years with Shaklee Corporation added to that knowledge and expertise by allowing him to focus on those issues directly related to the operations of a public company in the direct selling industry. Mr. Andersen's areas of expertise include corporate strategy, risk management, succession planning, executive compensation, shareholder communication and regulatory compliance.

Daniel W. Campbell , 58, has served as a director of our company since 1997 and currently serves as our lead independent director. Mr. Campbell has been a Managing General Partner of EsNet, Ltd., a privately held investment company, since 1994. He has served on the Utah State Board of Regents for Higher Education since 2010. From 1992 to 1994, Mr. Campbell was the Senior Vice President and Chief Financial Officer of WordPerfect Corporation, a software company, and prior to that was a partner of Price Waterhouse LLP. From 2003 to 2009, Mr. Campbell served as a director of The SCO Group, Inc., a provider of software solutions for businesses. He received a B.S. degree from Brigham Young University.

Mr. Campbell is a recognized business leader with expertise in the areas of finance, accounting, transactions, corporate governance and management. In addition, through his experience as a partner of an international accounting firm, and later as Chief Financial Officer of a large technology company, Mr. Campbell has developed deep insight into the management, operations, finances and governance of public companies.

M. Truman Hunt , 54, has served as our President and Chief Executive Officer and as a director of our company since 2003. Mr. Hunt joined our company in 1991 and has served in various positions, including Vice President and General Counsel from 1996 to 2003 and Executive Vice President from 2001 until 2003. Mr. Hunt is also a trustee of the Nu Skin Force for Good Foundation. He received a B.S. degree from Brigham Young University and a J.D. degree from the University of Utah.

---

As our President and Chief Executive Officer for the past ten years, Mr. Hunt has developed a deep understanding of our business globally. Mr. Hunt's leadership has been integral to the success of several of our key initiatives in recent years. Mr. Hunt is also recognized as a leader in the direct selling industry and has served in a variety of industry trade association leadership roles, including his current service as Vice-Chairman of the United States Direct Selling Association and his previous service as Chairman of the World Federation of Direct Selling Associations from 2005 to 2008.

Andrew D. Lipman , 61, has served as a director of our company since 1999. Mr. Lipman is a partner and head of the Telecommunications, Media and Technology Group of Bingham McCutchen LLP, an international law firm. Mr. Lipman previously held a similar position from 1988 with Swidler Berlin, LLP, which merged with Bingham McCutchen in 2006. He also currently serves as a member of the boards of directors of Sutron Corporation, a provider of hydrological and meteorological monitoring products, and The Management Network Group, Inc., a telecommunications related consulting firm. He received a B.A. degree from the University of Rochester and a J.D. degree from Stanford Law School.

Mr. Lipman is a highly experienced senior lawyer and business advisor with over 35 years of experience dealing with international regulatory, technology and marketing issues in multiple countries. In addition, he has extensive experience in corporate governance and related legal and transactional issues. Mr. Lipman has worked closely with dozens of public companies, including service on the boards of a variety of companies in several industries. His experience also includes managing and implementing strategic initiatives and launching new products and markets globally in competitive industries.

Steven J. Lund , 59, has served as the Chairman of the Board since May 2012. Mr. Lund previously served as Vice Chairman of the Board from 2006 to May 2012. Mr. Lund served as President, Chief Executive Officer, and a director of our company from 1996, when our company went public, until 2003, when he took a three-year leave of absence. Mr. Lund was a founding stockholder of our company. Mr. Lund is a trustee of the Force for Good Foundation, a charitable organization that was established in 1996 by our company to help encourage and drive the philanthropic efforts of our company, its employees, its distributors and its customers to enrich the lives of others. Mr. Lund worked as an attorney in private practice prior to joining our company as Vice President and General Counsel. He received a B.A. degree from Brigham Young University and a J.D. degree from Brigham Young University's J. Reuben Clark Law School.

Mr. Lund brings to the Board over 25 years of company and industry knowledge and experience as a senior executive, including service as our General Counsel, Executive Vice President, and President and Chief Executive Officer. He has played an integral role in managing our growth from start-up through his term as President and Chief Executive Officer from 1996 to 2003. Mr. Lund also served on the executive board of the Direct Selling Association. A respected business and community leader, he currently serves on the board of trustees of Utah Valley University.

Patricia A. Negrón , 46, has served as a director of our company since 2005. Since 2001, Ms. Negrón has worked as an independent business consultant to private clients. From 2006 to 2010 she was an advisor to Goode Partners, LLC, a private equity firm. In 1999, Ms. Negrón launched the financial advisory group at Breakaway Solutions, an internet consulting firm, which she managed until 2001. Previously, Ms. Negrón was Vice President, Equity Research at the investment banking firm Adams, Harkness & Hill, where she specialized in following direct selling companies. From 1992 until 1996, she managed the corporate governance division, and later expanded into equity research and managing the firm's econometric model, at United States Trust Company, Boston. She has a B.S. degree from Armstrong Atlantic State University and a Certificate of Special Studies in Administration and Management from Harvard University Extension School.

---

Ms. Negrón is a seasoned financial and business analyst with more than 15 years of professional experience in equity research and analysis in the banking, brokerage and strategy consulting industries. In addition to her experience in working closely with top executives on development and implementation of a wide range of strategic initiatives, she has a deep understanding of corporate governance matters dating back nearly 20 years to her work with activist investors on matters such as compensation, board structure and anti-takeover provisions.

Neil H. Offen, 68, has served as a director of our company since 2011. Mr. Offen previously served as president and chief executive officer of the Direct Selling Association from 1978 through 2011, when he retired. In addition, he served as secretary of the World Federation of Direct Selling Associations from 1978 to 2012 and as vice chairman of the Direct Selling Education Foundation from 1990 to 2012. Before joining DSA as a staff attorney in 1971, Mr. Offen was legislative and administrative assistant to a United States Congressman and, prior to that, served with the U.S. Department of State's Agency for International Development. Mr. Offen has published both legal and non-legal articles and has lectured on a variety of topics at numerous universities. Mr. Offen received a B.A. from Queens College and a J.D. degree from George Washington University.

With 40 years of service and leadership in the direct selling industry, Mr. Offen has an extensive understanding of the opportunities and challenges of our industry. In addition, Mr. Offen has developed relationships with many other leaders both inside and outside our industry. Mr. Offen serves on the board of directors of Christel House International and the Advisory Board of Queens College. Mr. Offen has also served as vice chair of the board of directors of the Inter-American Foundation, on the board of trustees of the Hudson Institute and the board of directors of the U.S. Chamber of Commerce Foundation, the Council of Better Business Bureaus, National Retail Federation, the Small Business Legislative Council, the Ethics Resource Center, the American Society of Association Executives and the Democratic Business Council.

Thomas R. Pisano , 68, has served as a director of our company since 2008. He served as Chief Executive Officer and a Director of Overseas Military Sales Corp., a marketer of motor vehicles, from 2005 until his retirement in 2010. From 1998 to 2004, he served as the Chief Operating Officer and a Director of Overseas Military Sales Corp. From 1995 to 1997, he served as Vice President, Head of the International Division, for The Topps Company, Inc., a sports publications and confectionery products company. Prior to that, he served in various positions, including Vice President, Global New Business Development, for Avon Products, Inc., a direct seller of personal care products, from 1969 to 1994. He received a B.S. from the Georgia Institute of Technology and an M.B.A. from Dartmouth College.

Mr. Pisano is an experienced senior executive who is an expert in the direct selling, personal care, beauty products and other consumer goods industries. During his 25 year career at Avon Products, Inc., he was responsible for global new business development, which included new geographic market openings and launching new product lines globally. He was also responsible for the operation of international businesses in Latin America, Europe and Asia. During his international business career at Avon, Topps and OMSC he traveled to and conducted business in 50 countries.

Each of our directors is also recognized, or in the process of achieving recognition, as a Governance Fellow by the National Association of Corporate Directors. We are not aware of any family relationships among any of our directors or executive officers. Our Certificate of Incorporation contains provisions eliminating or limiting the personal liability of directors for violations of a director's fiduciary duty to the extent permitted by the Delaware General Corporation Law.

---

CORPORATE GOVERNANCE

Director Independence

The Board of Directors has determined that each of the current directors, listed below, is an "independent director" under the listing standards of the New York Stock Exchange.

In assessing the independence of the directors, the Board of Directors determines whether or not any director has a material relationship with us (either directly or as a partner, shareholder or officer of an organization that has a relationship with us). The Board of Directors considers all relevant facts and circumstances in making independence determinations, including the existence and scope of any commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships.

Board Leadership Structure

We currently separate the roles of Chairman of the Board and Chief Executive Officer. However, the Board has not adopted a policy with regard to whether the same person should serve as both the Chief Executive Officer and Chairman of the Board or, if the roles are separate, whether the Chairman of the Board should be selected from the non-employee directors or should be an employee. The Board believes it is most appropriate to retain the discretion and flexibility to make such determinations at any given point in time in the way that it believes best to provide appropriate leadership for the company at that time. We have determined that our current separation of the roles of Chief Executive Officer and Chairman of the Board is appropriate given the differences in the roles and duties of the two positions and the individuals currently serving in these positions.

Risk Oversight

The Board of Directors administers its risk oversight function primarily through the Audit Committee, Nominating and Corporate Governance Committee and Executive Compensation Committee. The committees are responsible for overseeing and discussing with management our risk assessment and risk management programs and plans related to the following risk areas:

Audit Committee

·	major financial risk exposures;

·	operational risks related to information systems and facilities; and

·	public disclosure and investor related risks.

Nominating and Corporate Governance Committee

·	corporate governance risks;

·	operational risks not assigned to the Audit Committee;

·	compliance and regulatory risks; and

·	reputational risks.

---

Executive Compensation Committee

·	compensation practices related risks; and

·	human resources risks.

The chairs of the Nominating and Corporate Governance Committee and Executive Compensation Committee report to the Audit Committee regarding their respective risk oversight responsibilities.

Board of Directors Meetings

The Board of Directors held 14 meetings during the fiscal year ended December 31, 2012. Each incumbent director attended more than 75% of the total number of meetings of the Board of Directors and the total number of meetings of all committees of the Board of Directors on which that director served during the period. Although we encourage board members to attend our annual meetings of stockholders, we do not have a formal policy regarding director attendance at annual stockholder meetings. Six of the current directors attended our 2012 annual meeting of stockholders.

The non‑management directors meet regularly in executive sessions without the management directors or other members of management. Daniel Campbell, the lead independent director, presides at such executive sessions.

We have standing Audit, Executive Compensation and Nominating and Corporate Governance Committees. Each member of the committees is independent within the meaning of the listing standards of the New York Stock Exchange. In addition, the Board of Directors has formed special committees for special projects and other matters.

The following table identifies the current membership of the committees and states the number of committee meetings held during 2012.

*	Committee chair

The Board of Directors has adopted a written charter for each of the committees, which are available at our website at nuskinenterprises.com.

The Board of Directors has determined that Nevin Andersen and Daniel Campbell are Audit Committee financial experts as such term is defined in Item 407(d)(5) of Regulation S‑K promulgated by the Securities and Exchange Commission.

The Audit Committee's responsibilities include, among other things:

·	selecting our independent auditor;

---

·	reviewing the activities and the reports of our independent auditor;

·	approving in advance the audit and non-audit services provided by our independent auditor;

·	reviewing our quarterly and annual financial statements and our significant accounting policies, practices and procedures;

·	reviewing the adequacy of our internal controls and internal auditing methods and procedures;

·	overseeing our compliance with legal and regulatory requirements;

·	overseeing our risk assessment and risk management programs and plans related to our major financial risk exposures, operational risks related to information systems and facilities, and public disclosure and investor related risks; and

·	conferring with the chairs of the Nominating and Corporate Governance Committee and Executive Compensation Committee regarding their respective oversight of our risk assessment and risk management programs and our related guidelines and policies.

The Executive Compensation Committee's responsibilities include, among other things:

·	overseeing and approving compensation policies and programs;

·	reviewing and approving corporate goals and objectives relevant to the compensation to be paid to our Chief Executive Officer and other executive officers;

·	establishing the salaries, bonuses, and other compensation to be paid to our Chief Executive Officer as well as approving the compensation for the other executive officers;

·	administering our incentive plans;

·	overseeing regulatory compliance with respect to executive compensation matters; and

·	overseeing our risk assessment and risk management programs and plans related to our compensation practices and human resources.

Pursuant to its charter, the Executive Compensation Committee may delegate its authority to a subcommittee or subcommittees and may delegate authority to the Chief Executive Officer and Chairman of the Board to approve the level of equity awards to be granted to specific non-executive officers, employees or other grantees subject to such limitations as may be established by the Executive Compensation Committee. For a discussion of the processes and procedures for determining executive and director compensation and the role of compensation consultants in determining or recommending the amount or form of compensation, see "Compensation Discussion and Analysis " and " Compensation of Directors".

The Nominating and Corporate Governance Committee's responsibilities include, among other things:

·	making recommendations to the Board of Directors about the size and membership criteria of the Board of Directors or any committee thereof;

·	identifying and recommending candidates for the Board of Directors and committee membership, including evaluating director nominations received from stockholders;

---

·	leading the process of identifying and screening candidates for a new chief executive officer when necessary, and evaluating the performance of the chief executive officer;

·	determining compensation for the Board of Directors and overseeing the evaluation of the Board of Directors and management;

·	developing and recommending to the Board a set of corporate governance guidelines; and

·	overseeing our risk assessment and risk management programs and plans related to our corporate governance risks, operational risks not assigned to the Audit Committee, compliance and regulatory risks, and reputational risks.

Our Director Nominations Process

As indicated above, the Nominating and Corporate Governance Committee of the Board of Directors oversees the director nomination process. This committee is responsible for identifying and evaluating candidates for membership on the Board of Directors and recommending to the Board of Directors nominees to stand for election.

Minimum Criteria for Members of the Board of Directors . Each candidate to serve on the Board of Directors must possess the highest personal and professional ethics, integrity and values, and be committed to serving the long‑term interests of our stockholders. Other than the foregoing, there are no stated minimum criteria for director nominees, although the Nominating and Corporate Governance Committee may consider such other factors as it may deem appropriate, which may include, without limitation, professional experience, diversity of backgrounds, skills and experience at policy‑making levels in business, government, financial, and in other areas relevant to our global operations, experience and history with our company, and stock ownership.

We do not have a formal policy with regard to the consideration of diversity in identifying Board of Directors nominees, but the Nominating and Corporate Governance Committee strives to nominate directors with a variety of complementary skills so that, as a group, the Board of Directors will possess the appropriate talent, skills, and expertise to oversee our business.

Process for Identifying, Evaluating and Recommending Candidates . The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders if properly submitted to the committee. Stockholders wishing to recommend candidates should do so in writing to the Nominating and Corporate Governance Committee, c/o Corporate Secretary, Nu Skin Enterprises, Inc., 75 West Center Street, Provo, Utah 84601. Please refer to the section below entitled "Stockholder Proposals for 2014 Annual Meeting" for further information. The committee may also consider candidates proposed by current directors, management, employees and others. All such candidates who, after evaluation, are then recommended by the Nominating and Corporate Governance Committee and approved by the Board of Directors, will be included in our recommended slate of director nominees in our proxy statement.

Procedures for Stockholders to Nominate Director Candidates at our Annual Meetings . Stockholders of record may also nominate director candidates for our annual meetings of stockholders by following the procedures set forth in our Bylaws. Please refer to the section below entitled "Stockholder Proposals for 2014 Annual Meeting" for further information.

---

Additional Corporate Governance Information

We have also adopted the following:

Code of Conduct . Our code of conduct applies to all of our employees, officers and directors, including our subsidiaries. As noted below, this code is available on our website. In addition, any substantive amendments we make to this code, and any material waivers we grant (including implicit waivers) to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions will be disclosed on our website.

Corporate Governance Guidelines . Our corporate governance guidelines govern our company and our Board of Directors on matters of corporate governance, including responsibilities, committees of the Board of Directors and their charters, director independence, director qualifications, director compensation and evaluations, director orientation and education, director access to management, director access to outside financial, business and legal advisors and management development and succession planning.

Stock Ownership Guidelines . Our stock ownership guidelines apply to our directors and executive officers. These guidelines provide that executive officers and directors must retain 50% to 75% of the net shares (after payment of the exercise price and related taxes) with respect to any equity award unless the individual holds a number of shares equal to the ownership levels set forth in the guidelines. The ownership levels are phased in over five years from the date of appointment or election. Unvested equity awards and vested options are not counted in determining whether a director or executive officer holds shares equal to or greater than the designated level. At the end of the five‑year phase‑in period, the designated ownership levels are set at 100,000 shares for our Chief Executive Officer, 5,000 shares for directors and 20,000 shares for our other executive officers.

Each of the above is available on our website at nuskinenterprises.com. In addition, stockholders may obtain a print copy of any of the above, free of charge, by making a written request to Investor Relations, Nu Skin Enterprises, Inc., 75 West Center Street, Provo, Utah 84601.

Communications with Directors

Stockholders or other interested parties wishing to communicate with the Board of Directors, the non‑management directors as a group, or any individual director may do so in writing by addressing the correspondence to that individual or group, c/o Corporate Secretary, Nu Skin Enterprises, Inc., 75 West Center Street, Provo, Utah 84601. All such communications will be initially received and processed by our Corporate Secretary. Accounting, audit, internal accounting controls and other financial matters will be referred to our Audit Committee chair. Other matters will be referred to the Board of Directors, the non‑management directors, or individual directors as appropriate.

Compensation of Directors

Our Board of Directors periodically reviews director compensation. The Nominating and Corporate Governance Committee is responsible for evaluating director compensation from time to time and making any adjustments it determines are appropriate. The Nominating and Corporate Governance Committee has retained the services of Frederic W. Cook & Co. as its independent compensation consultant to assist in the review of our director compensation program, to provide compensation data and alternatives, and to provide advice as requested. For additional information regarding our independent compensation consultant, see "Compensation Discussion and Analysis—Use of Compensation Consultants and Survey Data".

---

In 2012, each director who did not receive compensation as an executive officer or employee of our company or our affiliates in 2012 received an annual retainer fee of $50,000, a fee of $1,500 for each meeting of the Board of Directors or any committee meeting thereof attended, and an additional fee of $1,000 for each committee meeting attended if such director was the chair of that committee. The lead independent director, the Audit Committee chair and all other committee chairs received additional annual retainer fees of $20,000, $15,000 and $10,000, respectively, for their service in those positions. In addition, we compensated directors $1,500 per day at corporate events where we requested director attendance. Directors were also reimbursed for certain expenses incurred in attending Board of Directors and committee meetings and other corporate events. We also provided company products to our directors for their use. In 2012, each non-management director also received 5,000 stock options and a number of restricted stock units with a grant date value of approximately $51,000, all of which will vest one day prior to the 2013 Annual Meeting.

Director Compensation Table – 2012

The table below summarizes the compensation earned by or paid to each of our directors in 2012 except Truman Hunt and Steven Lund, whose compensation is reported in the executive compensation tables. Truman Hunt and Steven Lund each serve as directors, but as company employees they receive no compensation for their services as directors.

(1)

During the fiscal year ended December 31, 2012, Messrs. Andersen, Campbell, Lipman, Pisano and Offen and Ms. Negrón each received 1,181 restricted stock units and 5,000 stock options. The amounts reported in these columns reflect the aggregate grant date fair value of equity awards computed in accordance with FASB ASC Topic 718 and do not represent amounts actually received by the director. For this purpose, the estimate of forfeitures is disregarded and the value of the stock awards is discounted to reflect that no dividends are paid prior to vesting. For information on the valuation assumptions used in calculating these amounts, refer to Note 12 to our financial statements in the Form 10-K filed for the fiscal year ended December 31, 2012.

The outstanding stock and option awards held at December 31, 2012 by each of the listed individuals are set forth in the chart below:

---

Name	Stock Awards	Option Awards
Nevin Andersen	1,181	30,100
Daniel Campbell	1,181	50,000
Jake Garn	0	35,000
Andrew Lipman	1,181	80,100
Patricia Negrón	1,181	15,000
Neil Offen	1,181	10,000
Thomas Pisano	1,181	10,000
Blake Roney	0	50,000
Sandra Tillotson	0	5,000
David Ussery	0	0

Component of Compensation Program	Primary Objective
Base Salary	Pay for role Retention
	Recruitment
Cash Incentive Plan	Short–term incentive Pay for performance Quarterly and annual operating achievement
Equity Incentive Plan	Long-term incentive Pay for performance Stock price performance Stockholder alignment

Alberto Culver Company	Nutrisystem, Inc.
Church & Dwight Co., Inc.	Perrigo Company
Elizabeth Arden, Inc.	Revlon, Inc.
Energizer Holdings, Inc.	Sally Beauty Holdings, Inc.
The Hain Celestial Group, Inc.	Sensient Technologies Corporation
Helen of Troy Limited	Tupperware Brands Corporation
Herbalife Ltd.	Ulta Salon, Cosmetics & Fragrance, Inc.
International Flavors and Fragrances Inc.	Vitamin Shoppe, Inc.
Newell Rubbermaid Inc.	Weight Watchers International, Inc.

Named Executive Officer		Prior Salary ($)		Adjusted Salary ($)		Increase ($)		Increase (%)
Truman Hunt		930,000		1,000,000		70,000		8%
Ritch Wood		440,000		480,000		40,000		9%
Daniel Chard		425,000		480,000		55,000		13%
Joseph Chang		525,000		550,000		25,000		5%

		Minimum		Goal		Stretch
Revenue
Percentage of goal performance level		95.4%		100.0%		107.4%
Percentage of target bonus paid		50.0%		100.0%		200.0%

		Minimum		Goal		Stretch
Operating Income
Percentage of goal performance level		94.5%		100.0%		107.3%
Percentage of target bonus paid		50.0%		100.0%		200.0%

								Percentage Performance-Based
Named Executive Officer		Performance Stock Options		Performance Restricted Stock Units		Time-Vested Stock Options		Number of Awards		Grant Date Fair Value
Truman Hunt		—		75,000		50,000		60%		85%
Ritch Wood		17,500		10,000		27,500		50%		68%
Daniel Chard		17,500		10,000		27,500		50%		68%
Steven Lund		—		15,000		—		100%		100%
Joseph Chang		7,500		5,000		12,500		50%		69%

Name and Principal Position	Year	Salary ($)(1)	Bonus ($)(2)	Stock Awards ($)(3)	Option Awards ($)(3)	Non-Equity Incentive Plan Compensation ($)(4)	All Other Compensation ($)(5)	Total ($)
Truman Hunt President and Chief Executive Officer	2012	988,333	42,167	3,934,500	685,000	2,000,000	129,965	7,779,965
	2011	919,391	41,250	2,312,063	510,835	1,092,546	139,604	5,015,689
	2010	866,346	36,498	1,884,750	809,200	1,561,287	135,805	5,293,886
Ritch Wood Chief Financial Officer	2012	473,333	20,500	524,600	604,600	576,000	74,383	2,273,416
	2011	435,000	18,833	308,275	432,109	310,142	81,477	1,585,836
	2010	404,167	20,800	251,300	788,673	443,330	72,862	1,981,132
Daniel Chard President, Global Sales and Operations	2012	480,000	21,940	524,600	604,600	576,000	84,725	2,291,865
	2011	422,500	43,208	308,275	432,109	299,569	72,831	1,578,492
	2010	404,167	17,483	251,300	788,673	443,330	74,006	1,978,959
Steven Lund Chairman of the Board	2012	550,000	23,417	734,501	-	660,000	65,773	2,033,690
	2011	550,000	23,417	-	-	387,678	49,264	1,010,359
	2010	541,667	27,248	-	-	594,710	40,635	1,204,260
Joseph Chang Chief Scientific Officer and Executive Vice President, Product Development	2012	545,833	24,806	262,300	268,475	660,000	93,408	1,854,822
	2011	525,000	22,375	154,138	192,487	370,056	84,318	1,348,374
	2010	525,000	22,275	125,650	593,498	567,678	85,409	1,919,510

Name	Company Contributions to Deferred Compensation Plan ($)	Tax Payments ($)(1)	Term Insurance Premiums paid by Company ($)(2)	Company Contributions to 401(k) Retirement Savings Plan ($)	Perquisites and Other Personal Benefits ($)(3)	Other ($)	Total ($)
Truman Hunt	90,641	2,829	1,571	10,000	24,924	-	129,965
Ritch Wood	38,641	-	838	10,000	24,905	-	74,384
Daniel Chard	38,641	2,829	1,058	10,000	32,197	-	84,725
Steven Lund	-	21,368	6,080	10,000	28,325	-	65,773
Joe Chang	49,225	2,829	3,270	10,000	28,084	-	93,408

Name	Grant Date	Estimated Future Payouts under non-Equity Incentive Plan Awards			Estimated Future Payouts under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)(3)	Exercise or Base Price of Option Awards ($)(4)	Grant Date Fair Value of Stock and Option Awards ($)(5)
		Threshold ($)(1)	Target ($)(1)	Max ($)(1)	Threshold (#)(2)	Target (#)(2)	Max (#)(2)
Truman Hunt	2/9/2012	—	—	—	37,500	75,000	75,000	—	—	—	3,934,500
	2/9/2012	—	—	—	—	—	—	—	25,000	54.08	363,000
	12/17/2012	—	—	—	—	—	—	—	25,000	43.83	322,000
	N/A	250,000	1,000,000	2,000,000	—	—	—	—	—	—	—
Ritch Wood	2/9/2012	—	—	—	8,750	17,500	17,500	—	—	54.08	244,213
	2/9/2012	—	—	—	5,000	10,000	10,000	—	—	—	524,600
	2/9/2012	—	—	—	—	—	—	—	13,750	54.08	199,650
	8/31/2012								13,750	41.49	160,738
	N/A	72,000	288,000	576,000	—	—	—	—	—	—	—
Daniel Chard	2/9/2012	—	—	—	8,750	17,500	17,500	—	—	54.08	244,213
	2/9/2012	—	—	—	5,000	10,000	10,000	—	—	—	524,600
	2/9/2012	—	—	—	—	—	—	—	13,750	54.08	199,650
	8/31/2012	—	—	—	—	—	—	—	13,750	41.49	160,738
	N/A	72,000	288,000	576,000	—	—	—	—	—	—	—
Steven Lund	2/9/2012				2,500	5,000	5,000				262,300
	7/9/2012				3,333	10,000	10,000				472,201
	N/A	82,500	330,000	660,000	—	—	—	—	—	—	—
Joseph Chang	2/9/2012	—	—	—	3,750	7,500	7,500	—	—	54.08	104,663
	2/9/2012	—	—	—	2,500	5,000	5,000	—	—	—	262,300
	2/9/2012	—	—	—	—	—	—	—	6,250	54.08	90,750
	8/31/2012	—	—	—	—	—	—	—	6,250	41.49	73,063
	N/A	82,500	330,000	660,000	—	—	—	—	—	—	—

Grant	Vesting Schedule
6/28/2010	Vest in four equal annual installments, the first of which vested on February 26, 2011.
2/28/2011	Vest in four equal annual installments, the first of which vested on February 15, 2012.
8/15/2011	Vest in four equal annual installments, the first of which vested on August 15, 2012.
2/9/2012	Vest in four equal annual installments, the first of which vested on February 15, 2013.
8/31/2012 12/17/2012	Vest in four equal annual installments, the first of which vests on August 15, 2013.
All other grants	Vest in four equal annual installments, the first of which vests one year from the date of grant.

Grant	Vesting Schedule
3/2/2010	Two equal tranches became eligible for vesting based on the achievement of earnings per share performance levels, measured in terms of diluted earnings per share excluding certain predetermined items. The portions of the first and second tranches that became eligible for vesting were determined by the earnings per share achieved in 2010 and 2011, respectively. The portion of the first tranche that became eligible for vesting will be vested in two equal annual installments, the first of which vested on March 2, 2011. The portion of the second tranche that became eligible for vesting vests in two equal annual installments, the first of which vested on March 2, 2012.
11/15/2010	Vests in three equal tranches based on the achievement of earnings per share performance levels, measured in terms of diluted earnings per share excluding certain predetermined items. The first, second and third tranches vest upon achievement of annualized earnings per share of $3.00, $3.50 and $4.00, respectively. Any unvested options terminate on March 30, 2016 or earlier if annualized earnings per share fall below certain thresholds.
2/28/2011	Two equal tranches become eligible for vesting based on the achievement of earnings per share performance levels, measured in terms of diluted earnings per share excluding certain predetermined items. The portions of the first and second tranches that become eligible for vesting are determined by the earnings per share achieved in 2011 and 2012, respectively. The portion of the first tranche that became eligible for vesting vests in two equal annual installments, the first of which vested on March 2, 2012. The portion of the second tranche that becomes eligible for vesting vests in two equal annual installments, the first of which vests on March 2, 2013. Any portions of the tranches that do not become eligible for vesting will terminate.
2/ 9/12	Two equal tranches become eligible for vesting based on the achievement of earnings per share performance levels, measured in terms of diluted earnings per share excluding certain predetermined items. The portions of the first and second tranches that become eligible for vesting are determined by the earnings per share achieved in 2012 and 2013, respectively. The portion of the first tranche that becomes eligible for vesting vests in two equal annual installments, the first of which vests on March 2, 2013. The portion of the second tranche that becomes eligible for vesting vests in two equal annual installments, the first of which vests on March 2, 2014. Any portions of the tranches that do not become eligible for vesting will terminate.

Grant	Vesting Schedule
11/9/2009	Vests in five equal annual installments, the first of which vested on December 31, 2010.
All other grants	Vests in four equal annual installments, the first of which vests one year from the date of grant.

Grant	Vesting Schedule
6/28/2010	Two equal tranches became eligible for vesting based on the achievement of earnings per share performance levels, measured in terms of diluted earnings per share excluding certain predetermined items. The portions of the first and second tranches that become eligible for vesting will be determined by the earnings per share achieved in the four quarters ended March 31, 2011 and December 31, 2011, respectively. The portion of the first tranche that becomes eligible for vesting will vest in two equal installments on May 10, 2011 and February 28, 2012. The portion of the second tranche that becomes eligible for vesting will vest in two equal annual installments, the first of which vested on February 28, 2012. Any portion of the tranches that do not become eligible for vesting will terminate.
2/28/2011	Two equal tranches become eligible for vesting based on the achievement of earnings per share performance levels, measured in terms of diluted earnings per share excluding certain predetermined items. The portions of the first and second tranches that become eligible for vesting will be determined by the earnings per share achieved in 2011 and 2012, respectively. The portion of the first tranche that becomes eligible for vesting will vest in two equal annual installments, the first of which vested on March 2, 2012. The portion of the second tranche that becomes eligible for vesting will vest in two equal annual installments, the first of which vests on March 2, 2013. Any portions of the tranches that do not become eligible for vesting will terminate.
2/9/2012	Two equal tranches become eligible for vesting based on the achievement of earnings per share performance levels, measured in terms of diluted earnings per share excluding certain predetermined items. The portions of the first and second tranches that become eligible for vesting will be determined by the earnings per share achieved in 2012 and 2013, respectively. The portion of the first tranche that becomes eligible for vesting will vest in two equal annual installments, the first of which vested on March 2, 2013. The portion of the second tranche that becomes eligible for vesting will vest in two equal annual installments, the first of which vests on March 2, 2014. Any portions of the tranches that do not become eligible for vesting will terminate.

	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)(1)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(2)
Truman Hunt	—	—	56,250	3,173,250
Ritch Wood	62,500	2,326,925	7,500	423,100
Daniel Chard	—	—	7,500	423,100
Steven Lund	—	—	—	—
Joseph Chang	33,249	1,370,093	14,125	598,711

Name of Fund	Rate of Return	Name of Fund	Rate of Return
LVIP Money Market - Standard Class	0.03%	LVIP Delaware Special Opportunities - Standard Class	14.94%
Delaware VIP Limited Term Diversified - Standard Class	2.78%	Fidelity VIP Mid Cap - Service Class	14.76%
American Century VP Inflation Protection - Class 2	7.39%	Neuberger Berman AMT Mid Cap Growth - I Class	12.42%
LVIP Delaware Bond - Standard Class	6.61%	Delaware VIP Small Cap Value Series - Standard Class	13.91%
Delaware VIP High Yield Series - Standard Class	17.83%	DWS VIP Small Cap Index - Class A	16.25%
FTVIPT Templeton Global Bond Securities - Class 1	15.32%	LVIP Baron Growth Opportunities - Service Class	18.25%
LVIP Wilshire Conservative Profile - Standard Class	9.78%	American Funds Global Growth - Class 2	22.57%
LVIP Wilshire Moderate Profile - Standard Class	9.59%	American Funds Global Small Capitalization - Class 2	18.18%
LVIP Wilshire Moderately Aggressive Profile - Standard Class	9.15%	Templeton FTVIPT Growth Securities - Class 1	21.40%
LVIP SSgA Global Tactical Allocation - Std Class	11.15%	AllianceBernstein VPS International Value - Class A	14.54%
Franklin FTVIPT Income Securities - Class 1	12.92%	American Funds International - Class 2	17.91%
Delaware VIP Value Series - Standard Class	14.74%	LVIP MFS International Growth - Standard Class	19.40%
Franklin FTVIPT Mutual Shares Securities - Class 1	14.61%	Delaware VIP Emerging Markets Series - Standard Class	14.44%
DWS VIP Equity 500 Index - Class A	15.70%	Delaware VIP REIT Series - Standard Class	16.94%
Fidelity VIP Contrafund - Service Class	16.31%	MFS VIT Utilities Series - Initial Class	13.49%
American Funds Growth - Class 2	17.90%

Name	Executive Contributions in Last FY ($)(1)	Registrant Contributions in Last FY ($)(1)	Aggregate Earnings in Last FY ($)(1)	Aggregate Withdrawals / Distributions	Aggregate Balance at Last Fiscal YE ($)(1)
Truman Hunt	$0	90,641	353,670	—	4,857,699
Ritch Wood	$0	38,641	49,412	—	459,264
Daniel Chard	$0	38,641	39,423	—	367,868
Steven Lund	—	—	—	—	—
Joseph Chang	582,584	45,641	476,402	—	3,813,841

Name	Voluntary Termination ($)	Involuntary Termination for Cause ($)	Involuntary Termination Not for Cause ($)	Termination (Including Constructive Termination) in Connection With Change in Control ($)	Death ($)(1)	Disability ($)
Truman Hunt
Severance(2)	2,000,000	—	3,304,083	4,625,000	625,000	875,000
Equity(3)	—	—	—	7,775,149	—	—
Deferred Compensation(4)	4,857,699	4,857,699	4,857,699	4,857,699	8,530,062	4,857,699
Health Benefits(5)	—	—	16,681	16,681	—	—
Total	6,857,699	4,857,699	8,178,463	17,274,529	9,155,062	5,732,699
Ritch Wood
Severance(2)	360,000	—	975,576	1,140,000	180,000	300,000
Equity(3)	—	—	—	1,753,985	—	—
Deferred Compensation(4)	459,264	459,264	459,264	459,264	2,187,500	459,264
Health Benefits(5)	—	—	16,915	16,915	—	—
Total	819,264	459,264	1,451,756	3,370,165	2,367,500	759,264
Daniel Chard
Severance(2)	360,000	—	975,576	1,140,000	180,000	300,000
Equity(3)	—	—	—	1,753,985	—	—
Deferred Compensation(4)	257,507	257,507	257,507	257,507	2,177,778	257,507
Health Benefits(5)	—	—	16,915	16,915	—	—
Total	617,507	257,507	1,249,999	3,168,408	2,357,778	557,507
Steven Lund
Equity(3)	—	—	—	345,625	—	—
Total	—	—	—	345,625	—	—
Joseph Chang
Severance(2)	1,000,000	1,000,000	1,630,000	1,630,000	—	1,137,500
Equity(3)	—	—	1,153,607	1,973,354	—	—
Deferred Compensation(4)	3,813,841	3,813,841	3,813,841	3,813,841	6,361,033	3,813,841
Health Benefits(5)	—	—	16,915	16,915	—	—
Total	4,813,841	4,813,841	6,614,363	7,434,110	6,361,033	4,951,341

Name and Principal Position	Options Granted	Restricted Stock Units Granted
Truman Hunt President and Chief Executive Officer; Director Nominee	200,000	225,000
Ritch Wood Chief Financial Officer	167,500	30,000
Daniel Chard President, Global Sales and Operations	167,500	30,000
Steven Lund Chairman of the Board; Director Nominee	-	15,000
Joseph Chang Chief Scientific Officer; Executive Vice President, Product Development	102,500	15,000
Nevin N. Andersen Director Nominee	15,000	4,253
Daniel W. Campbell Director Nominee	15,000	4,253
Andrew D. Lipman Director Nominee	15,000	4,253
Patricia A. Negrón Director Nominee	15,000	4,253
Neil H. Offen Director Nominee	10,000	2,442
Thomas R. Pisano Director Nominee	15,000	4,253
All executive officers as a group (7 persons)	842,500	345,000
All non-executive directors as a group (6 persons)	85,000	23,707
Each nominee for election as a director (8 persons)	285,000	263,707
Each associate of any of the above-named executive officers and director nominees (1 person)	17,000	1,500
All employees (other than executive officers) as a group (231 persons)	1,821,000	632,862

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 plans approved by security holders	6,691,190 (1)	$20.41	2,252,384(2)
Equity compensation plans not approved by security holders	─	─	─
Total	6,691,190	$20.41	2,252,384

		Fiscal 2012 ($)		Fiscal 2011 ($)
Audit Fees(1)		1,974,756		2,071,000
Audit-Related Fees		─		─
Tax Fees(2)		2,442,800		2,345,000
All Other Fees		1,800		─
Total		4,419,356		4,416,000

£ Nevin N. Andersen £ Daniel W. Campbell £ M. Truman Hunt

£ Andrew D. Lipman £ Steven J. Lund £ Patricia A. Negrón

£ Neil H. Offen £ Thomas R. Pisano

INSTRUCTIONS:

To withhold authority to vote for any individual nominee(s), mark "FOR ALL EXCEPT" and fill in the box next to each nominee you wish to withhold, as shown here Q .

2.	Advisory vote as to the Company's executive compensation; FOR £ AGAINST £ ABSTAIN £
3.	Approval of the Company's Amended and Restated 2010 Omnibus Incentive Plan; FOR £ AGAINST £ ABSTAIN £
4.	Ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2013. FOR £ AGAINST £ ABSTAIN £