Proxy Statement (definitive) (def 14a)

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. )

Filed by the Registrant x

Filed by a Party other than the Registrant o



Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12

RBC LIFE SCIENCES, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



x	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.



1)	Title of each class of securities to which transaction applies:

2)	Aggregate number of securities to which transaction applies:

3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4)	Proposed maximum aggregate value of transaction:

5)	Total fee paid:



o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



1)	Amount Previously Paid:

2)	Form, Schedule or Registration Statement No.:

3)	Filing Party:

4)	Date Filed:

RBC LIFE SCIENCES, INC.

2301 Crown Court

Irving, Texas 75038

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held On June 24, 2015

NOTICE is hereby given that the annual meeting of shareholders of RBC LIFE SCIENCES, INC. (the “Company”) will be held on June 24, 2015, at 10:00 a.m., local time, at the Company's offices located at 2301 Crown Court, Irving, Texas 75038 for the following purposes:


(1)	To elect two (2) persons to serve as Class II directors of the Company until the earlier of the 2018 Annual Meeting of Shareholders, their successors are duly elected and qualified, or their resignation or removal from office;


(2)	To ratify the appointment of Lane Gorman Trubitt, PLLC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2015; and


(3)	To transact such other business as may properly come before the meeting or any adjournment thereof.

Only shareholders of record at the close of business on April 28, 2015 are entitled to notice of and to vote at the meeting or any adjournment thereof. A list of those shareholders may be viewed at the Company’s offices at 2301 Crown Court, Irving, Texas 75038, for ten days before the meeting.

Whether or not you plan to attend the meeting in person, please mark, sign and date the enclosed proxy and return it promptly in the accompanying envelope. If you do attend the meeting in person, you may withdraw your proxy and vote in person. If you plan to attend the meeting, please remember to bring photo identification with you.



	By Order of the Board of Directors,

	/s/ Daley L. Seeker
	Daley L. Seeker Secretary

Irving, Texas

April 29, 2015

RBC LIFE SCIENCES, INC.

PROXY STATEMENT

For

ANNUAL MEETING OF SHAREHOLDERS

To Be Held June 24, 2015

INTRODUCTION

This Proxy Statement, and the enclosed proxy form, are furnished on or about May 8, 2015, to shareholders of RBC Life Sciences, Inc., a Nevada corporation (the “Company”), to solicit, on behalf of the Company’s Board of Directors (the “Board”), proxies to vote at the Annual Meeting of Shareholders of the Company to be held June 24, 2015 (the “Annual Meeting”), or any adjournment or postponement thereof. Proxies in the form enclosed will be voted at the Annual Meeting if properly executed, returned to the Company before the Annual Meeting, and not revoked. As described below, a proxy may be revoked at any time prior to its use by written notice by furnishing a proxy subsequent in time or by voting in person at the Annual Meeting. All shares represented at the Annual Meeting by properly executed proxies will be voted as specified, and, unless otherwise specified, will be voted for the election of each of the Class II director nominees.

Record date and outstanding capital stock

The record date for shareholders entitled to vote at the Annual Meeting is April 28, 2015. Only shareholders of record at the close of business on that date are entitled to vote at the Annual Meeting. At the close of business on April 28, 2015, there were 2,212,350 shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”) outstanding.

Quorum and voting

The presence, in person or by proxy, of the holders of a majority of all outstanding shares of the Common Stock on the record date is necessary to constitute a quorum at the Annual Meeting. Each shareholder is entitled to one vote, in person or by proxy, for each share of Common Stock held in that shareholder’s name on the record date.

Solicitation of proxies

The accompanying proxies are solicited on behalf of the Board. The Company will pay all expenses of soliciting these proxies. Proxies may be solicited not only by mail, but also by personal interview, telephone and electronic transmission by the Company’s directors, officers and employees. Arrangements may also be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation material to the beneficial owners of shares of Common Stock, and the Company may reimburse them for corresponding reasonable out-of-pocket expenses, which reimbursements are expected to be nominal.

Actions to be taken at the Annual Meeting

Shares of Common Stock represented by a validly executed proxy in the accompanying form, unless the shareholder otherwise specifies in the proxy, will be voted (i) for the election of the persons named as nominees under the caption “Proposal 1—Director Nominees and Directors Continuing in Office” as Class II directors of the Company and (ii) to ratify the appointment of Lane Gorman Trubitt, PLLC ("LGT") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2015.

Where shareholders have appropriately specified how their proxies are to be voted, they will be voted accordingly. If any other matter or business is brought before the Annual Meeting or any adjournment thereof, the proxy holders may vote the proxies at their discretion. The directors do not know of any other matter or business to be presented for consideration at the Annual Meeting.

Revocation of proxies

A proxy may be revoked any time before it is exercised. A shareholder giving a proxy may revoke it by (i) sending in another proxy with a later date, (ii) giving written notice to the Company's Secretary before the Annual Meeting that the proxy has been revoked or (iii) voting in person at the Annual Meeting. Your most current proxy or vote is the one that will be counted.

Required affirmative vote and voting procedures

Whether you plan to attend the Annual Meeting or not, we urge you to vote by proxy. If you vote by proxy, the individuals named on the proxy card, or your “proxies,” will vote your shares in the manner you indicate.

With regard to the election of directors, votes may be cast in favor of or withheld from each nominee. The two nominees who receive a plurality of the votes cast by shareholders present or represented by proxy at the Annual Meeting, and entitled to vote on the election of directors, will be elected as Class II directors of the Company. Thus, any abstentions, “broker non-votes” (shares held by brokers or nominees as to which they have no discretionary authority to vote on a particular matter and have received no instructions from the beneficial owners or persons entitled to vote thereon) or other limited proxies will have no effect on the election of directors.

With regard to the ratification of LGT as the Company's independent registered public accounting firm, the affirmative vote of a majority of the shares represented in person or by proxy and entitled to vote on the matter is required to ratify the appointment of LGT as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2015.

If your shares are registered in your name, they will not be counted if you do not vote in person or by proxy as described above. With respect to the election of directors, if your shares are held in street name and you do not provide voting instructions to the bank, broker or other holder of record that holds your shares, the bank, broker or other holder of record will not have the authority to vote your unvoted shares.

We encourage you to provide voting instructions. This ensures your shares will be voted at the Annual Meeting in the manner you desire. If your bank, broker or other holder of record cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter or because your broker chooses not to vote on a matter for which it does have discretionary voting authority, this is referred to as a “broker non-vote.” The broker that holds your shares may generally vote on "routine" matters, but cannot vote on "non-routine" matters. The ratification of the appointment of LGT as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2015 is considered a routine matter under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with the ratification of the appointment of LGT as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2015.

SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of the Common Stock as of March 27, 2015, by each person the Company knows to beneficially own more than 5% of the outstanding Common Stock, each of the Company’s directors, director nominees, Named Executive Officers (or “NEOs”, as defined below under the caption “Executive Compensation — Executive Compensation Discussion and Analysis”) and all directors and executive officers as a group.



Name and Address of Beneficial Owner ⁽¹⁾	Number of Shares Beneficially Owned⁽²⁾	Percentage of Shares of Common Stock⁽³⁾
Steven E. Brown⁽⁴⁾	23,920	1.1	%
Andrew V. Howard ⁽⁵⁾	2,910	*
Clinton H. Howard⁽⁶⁾	984,887	44.5	%
Robert A. Kaiser⁽⁷⁾	3,380	*
Leonid Lapp	400,000	18.1	%
My Garden, Ltd. ⁽⁸⁾	944,000	42.7	%
Joseph P. Philipp⁽⁹⁾	3,000	*
Cynthia L. Tysinger ⁽¹⁰⁾	540	*
Douglas R. Wheeler ⁽¹¹⁾	1,410	*
Kevin B. Young	—	*

All current directors and executive officers as a group (10 persons)⁽¹²⁾	1,020,047	45.8	%

__________________________

*Less than one percent.


(1)	Unless otherwise indicated, the Company believes that each shareholder listed has sole voting and dispositive power with respect to the shares listed, and the address of each shareholder is: 2301 Crown Ct., Irving, TX 75038.


(2)	Ownership includes both outstanding Common Stock and shares issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after the date hereof.


(3)	All percentages are calculated based on the number of outstanding shares of Common Stock and includes the shares which a person or group has the right to acquire within 60 days after the date hereof.


(4)	Includes 7,420 shares that may be acquired by presently exercisable Common Stock options or options which will become exercisable within 60 days after the date hereof.


(5)	Includes 1,260 shares that may be acquired by presently exercisable Common Stock options or options which will become exercisable within 60 days after the date hereof.


(6)	Includes 1,860 shares that may be acquired by presently exercisable Common Stock options; 944,000 shares held by a limited partnership, My Garden, Ltd., the general partner of which is Fox Glen, LLC; and 800 shares owned of record by Mr. Howard’s spouse.


(7)	Includes 1,980 shares that may be acquired by presently exercisable Common Stock options or options which will become exercisable within 60 days after the date hereof.


(8)	My Garden, Ltd. is a limited partnership, the general partner of which is Fox Glen, LLC. Shares held by My Garden, Ltd. are included in the total shares beneficially owned by Clinton H. Howard.


(9)	Includes 3,000 shares that may be acquired by presently exercisable Common Stock options or options which will become exercisable within 60 days after the date hereof.


(10)	Includes 540 shares that may be acquired by presently exercisable Common Stock options or options which will become exercisable within 60 days after the date hereof.


(11)	Includes 1,410 shares that may be acquired by presently exercisable Common Stock options or options which will become exercisable within 60 days after the date hereof.


(12)	Includes 17,470 shares that may be acquired by presently exercisable Common Stock options or options which will become exercisable within 60 days after the date hereof and the shares referred to in footnote (6).

PROPOSAL 1

TO APPROVE THE ELECTION OF THE CLASS II DIRECTOR NOMINEES TO THE BOARD

Board of Directors

The Board is divided into three classes. Class I is comprised of three directors and Classes II and III are each comprised of two directors. At each annual meeting of shareholders, one class of directors is elected for a three-year term. Two Class II directors are to be elected at the Annual Meeting. Each nominee will be elected to hold office until his successor is elected and qualified or until his earlier resignation or removal. Proxy holders will not be able to vote the proxies held by them for more than two persons. To be elected a director, each nominee must receive a plurality of all the votes cast at the Annual Meeting for the election of directors. Should any nominee become unable or unwilling to accept nomination or election, the proxy holders may vote the proxies for the election, in his stead, of any other person the Board may recommend. Each nominee has expressed his intention to serve the entire term for which election is sought.

Director Nominees and Directors Continuing in Office

The Board has nominated the following two persons for election as Class II directors: Steven E. Brown and Robert A. Kaiser. Each of the nominees is presently a director of the Company.

On August 20, 2012, Kenneth L. Sabot, who was a Class I director, resigned from his position as a director of the Company. The Board is presently conducting a search for a qualified person to fill the resulting vacancy. Because no such candidate was identified at the time that this proxy statement was delivered to shareholders, the Board has determined to leave this seat vacant until an appropriate individual has been identified. Proxies cannot be voted for a greater number of persons than the number of nominees named.

Andrew V. Howard, who is a Class I director, is the son of Clinton H. Howard, who is a Class III director and serves as the Company's Chairman of the Board. There are no other family relationships between any of the Company’s directors, director nominees and executive officers.

Information about director nominees and directors continuing in office, including the experience, qualifications, attributes or skills that led to the selection of that person as a nominee for membership on the Board, is set forth in the following paragraphs:

Director Nominees

Class II

Steven E. Brown, age 59, has served as a director since joining the Company in May 1994 and also serves as Chief Executive Officer of the Company. Mr. Brown served as Chief Financial Officer from May 1994 until June 2012, and as Secretary from September 2003 until June 2012. Mr. Brown became Chief Executive Officer in January 2015 in addition to his title as President since June 2012. Mr. Brown served as Executive Vice President from June 2011 to June 2012 and as Vice President-Finance from May 1994 to June 2011. Prior to joining the Company, Mr. Brown was the Vice President-Finance and Chief Financial Officer of Carrington Laboratories, Inc. ("Carrington") from 1980 through April 1994. Mr. Brown was treasurer of Carrington from 1982 through 1994 and served as a director from 1981 until August 1987. Mr. Brown became a certified public accountant in 1980 and was previously associated with an international public accounting firm from 1977 to 1980.

The Board considers Mr. Brown to be qualified for service on the Board due to (i) his position as Chief Executive Officer and President and his prior experience as Executive Vice President and Chief Financial Officer of the Company, (ii) his prior experience as Chief Financial Officer and director of Carrington, a public company that had operations at various times in both the nutritional supplement and wound care industries, and (iii) his prior experience in public accounting.

Robert A. Kaiser, age 61, was elected to the Board in September 2008. Mr. Kaiser previously served as a director of Seven Arts Entertainment, Inc., a public company engaged in the production of motion pictures, from September 2011 until October 2012. Mr. Kaiser currently holds various positions with CLST Holdings, Inc., f/k/a Cellstar, Inc. ("CLST"), including Chief Executive Officer and director. Mr. Kaiser was elected as Chief Executive Officer of CLST in September 2007 and has been a director since May 2005. Mr. Kaiser served as CLST's Chairman of the Board from May 2005 to April 2007 and from August 2007 through October 2009. Mr. Kaiser joined CLST in December 2001 as Senior Vice President and Chief Financial Officer. Mr. Kaiser also previously served as Chief Executive Officer of CLST from May 2004 until March 2007 when CLST completed the sale of substantially all of its assets. Prior to the sale of substantially all of its assets, CLST was engaged in international logistics and distribution in the communications industry. From 1986 to 2001, Mr. Kaiser held various executive positions with several companies in the communications industry.

The Board considers Mr. Kaiser to be qualified for service on the Board due to (i) his extensive knowledge and experience in the areas of finance and accounting gained through service in various executive capacities, including Chief Financial Officer of CLST, a public company, and (ii) his experience as Chief Executive Officer and director of CLST.

Directors Continuing in Office

Class I

Andrew V. Howard, age 56, was elected to the Board in June 2010. Since 1999, he has practiced as an attorney specializing in the areas of business planning, estate planning and asset protection. In addition to his solo practice, Mr. Howard has served as Of Counsel to Bolinger & Hogue, LLP, a law firm based in Frisco, Texas, since 2006. Since 1991, Mr. Howard has been an Associate of the Company and previously served as Vice President-Marketing of the Company from March 1995 to November 1999 and as a director of the Company from 1997 to 1999. As an Associate and consultant to the Company, Mr. Howard earned approximately $31,700, $42,300 and $71,700 in 2014, 2013 and 2012, respectively. Mr. Howard received a B.A. from the University of Dallas, and received an M.B.A. and J.D. from Regent University, in Virginia Beach, Virginia.

On September 5, 2006, Mr. Howard filed for personal bankruptcy under Chapter 13 of the U.S. Bankruptcy Code; however, these proceedings were dismissed shortly thereafter on September 28, 2006. In nominating Mr. Howard to the Board, the Audit Committee determined that this filing would not have a material impact upon his ability to perform his duties due to (i) the length of time that has elapsed since the bankruptcy filing and (ii) the fact that the proceedings were dismissed less than 30 days after the filing.

The Board considers Mr. Howard to be qualified for service on the Board due to (i) his prior executive experience with the Company, (ii) his experience as an independent distributor in the network marketing industry, and (iii) his background as an attorney.

Cynthia L. Tysinger, age 57, was elected to the Board in July 2012. Ms. Tysinger is currently the Chief Executive Officer of Global Solutions & Technology, Inc. ("GSATI"), which is a privately held full-service provider of business and technology services to global clients with a strong focus on green information technology initiatives. Ms. Tysinger has held the position of Chief Executive Officer of GSATI since founding GSATI in 2008. Prior to founding GSATI, Ms. Tysinger served as the Chief Information Officer and Senior Vice President of Information Technology for Mannatech, Inc., a global distributor of nutritional supplements ("Mannatech") from October 2000 until March 2008. From March 1996 until September 2000, Ms. Tysinger was an independent associate of Mannatech engaged in the direct sale of Mannatech products. Prior to her association with Mannatech, Ms. Tysinger managed information systems and internet technologies for various companies that provided services under contract to the U.S. military and various federal agencies.

The Board considers Ms. Tysinger to be qualified for service on the Board due to (i) her experience as Chief Executive Officer of GSATI, (ii) her prior executive experience as Chief Information Officer of a global company engaged in the sale of nutritional products through network marketing, and (iii) her experience as an independent associate in the network marketing industry.

Class III

Clinton H. Howard, age 86, is the Company’s Chairman of the Board and has served in that capacity since founding the Company in 1991. After coming out of retirement in June 2010, Mr. Howard served as the Company's CEO from June 2010 to December 2014 and now serves the Company as a consultant in the role of Founder and Chief Science Officer. Mr. Howard also served as CEO of the Company from 1991 until his retirement in December 2008 and as President from 1991 until February 2003 and from June 2010 until July 2012. He was a consultant to the Company from January 2009 to June 2010. Mr. Howard graduated from Rice University with a Bachelor of Arts degree. He also studied Medical Illustration at Johns Hopkins School of Medicine and later at Southwestern Medical School where he earned a Master of Medical Art degree, after which he studied graduate business courses at both Southern Methodist University and the University of Dallas. Mr. Howard founded American Biomedical Corporation in 1958 and served as its Chief Executive Officer until 1973. During his tenure, American Biomedical grew into a chain of 40 medical testing laboratories and completed its initial public offering in 1969. In 1974, American Biomedical was merged with National Health Laboratories, then one of the nation’s largest medical laboratory chains. In 1974, Mr. Howard founded Carrington Laboratories, Inc., f/k/a Avacare, Inc., a direct sales company engaged in marketing personal care products. In 1981, he established a research division at Carrington, which isolated an active medicinal compound in aloe vera known as acemannan. After selling its direct sales business in 1985, Carrington became a pharmaceutical company. Mr. Howard retired from Carrington in 1990.

The Board considers Mr. Howard to be a qualified candidate for service on the Board due to (i) his experience with the Company as its founder and largest shareholder, (ii) his prior experience as CEO of the Company, (iii) his prior experience as Chief Executive Officer and director of Carrington, a public company that had operations at various times in both the nutritional supplement and wound care industries, (iv) his prior experience as a director of various public and private companies, and (v) his knowledge of the local business community.

Joseph P. Philipp, age 65, was elected to the Board in June 2004. Since 1993, Mr. Philipp has been the Managing Partner of Insight Consulting, a consulting firm specializing in organizational structure, executive and leadership development and strategic planning. Prior to holding his present position, Mr. Philipp held various Human Resource management positions with several organizations including Epic Healthcare, American Medical International and LifeMark Corporation. Mr. Philipp earned a Masters of Business Administration degree from the University of Wisconsin and served as a council member of the Irving, Texas City Council from 1996 until 2012.

The Board considers Mr. Philipp to be a qualified candidate for service on the Board due to (i) his broad-based business knowledge and experience gained through consulting engagements conducted since 1993 involving areas such as operations, finance, customer service, change leadership and executive development, (ii) his prior management experience with three Fortune 500 companies, and (iii) his knowledge of the local business community.

Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF EACH NOMINEE TO SERVE AS A CLASS II DIRECTOR. PROXIES SOLICITED BY THE BOARD WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY A CONTRARY CHOICE IN THEIR VOTING INSTRUCTIONS.

PROPOSAL 2

RATIFICATION OF THE APPOINTMENT

OF LANE GORMAN TRUBITT, PLLC AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM FOR 2015

The Audit Committee has selected Lane Gorman Trubitt, PLLC ("LGT") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2015. Services provided to the Company by LGT during the 2013 and 2014 fiscal years are described below under the caption "Audit Committee Report - Independent Registered Public Accounting Firm." The Company's Articles of Incorporation do not require that our shareholders ratify the selection of LGT as the Company's independent registered public accounting firm. However, we are requesting ratification because we believe it is a matter of good corporate practice. If the Company's shareholders do not ratify the selection, the Audit Committee will reconsider whether or not to retain LGT, but may, nonetheless, retain LGT as the Company's independent registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may change the appointment at any time if it determines that the change would be in the best interests of the Company and its shareholders.

The Company has been advised that representatives of LGT will be present at the Annual Meeting where they will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" RATIFICATION OF THE APPOINTMENT OF LGT AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015.

CORPORATE GOVERNANCE

Independence

Because the Common Stock is traded on the OTCQB, which is operated by OTC Markets Group Inc., the Company is not subject to the corporate governance standards of any securities exchange or The NASDAQ Stock Market regarding the independence of its Board members. However, the Board has determined that Mr. Kaiser and Mr. Philipp are each an “independent director” as defined in the listing standards of NASDAQ while the remaining directors are not.

In the last three years, there have been no transactions, relationships or arrangements, other than in connection with service on the Board, between the independent directors and the Company.

Board Leadership Structure and Risk Oversight

The Board has no policy respecting the need to separate or combine the offices of Chairman of the Board and CEO; the Board makes this decision based on its best judgment at any given point in time. In accordance with the Company’s bylaws, the Board elects the CEO and the Chairman of the Board, and each of these positions may be held by the same person or may be held by two persons. Clinton H. Howard, the Company’s founder and largest shareholder, has served as the Company’s Chairman of the Board since its founding. After coming out of retirement in June 2010, he served as CEO from June 2010 to December 2014, a position which he held from the founding of the Company until he retired in December 2008. Effective January 1, 2015, Steven E. Brown was appointed as CEO after serving the Company in various positions since joining the Company in 1994, which positions included Vice President-Finance, Executive Vice President and most recently, since June 2012, President. The Board believes that the present structure of having different persons serving as its Chairman of the Board and CEO is the most appropriate and effective leadership structure for the Company and its shareholders at this time. This structure allows the CEO to focus his time and energy on operating and managing the Company and leverage the experience and perspectives of the Chairman.

The Company believes that its leadership structure allows the directors to provide effective oversight of its risk management function. The Board administers its risk oversight function as a whole and through its Board committees. The Board regularly receives information regarding the Company’s operations, liquidity and credit from senior management. During its review of this information, the Board discusses, reviews and analyzes risks associated with these areas, as well as risks associated with current and new business strategies. The Audit Committee oversees management of financial and compliance risks and potential conflicts of interest. The Audit Committee charter provides that the Audit Committee is responsible for overseeing the internal controls of the Company along with its adherence to compliance and regulatory requirements. In carrying out its responsibilities, the Audit Committee works closely with members of the Company’s executive management and employees of the firm to which the external audit services of the Company are outsourced. The Compensation Committee oversees management of risks related to compensation policies and practices. Each of these committees reports on these risks to the entire Board.

Meetings and Committees of the Board

The Board held seven meetings during 2014. During 2014, each director attended at least 75% of the meetings of the Board and of the committees on which he or she served. The Company does not have a policy regarding attendance by members of the Board at the Company’s annual meeting of shareholders, although the Company has always encouraged its directors to attend its annual meeting of shareholders. In 2014, all of the directors attended the Company's annual meeting of shareholders.

The Board has two permanent committees, the Audit Committee and the Compensation Committee. From time to time, the Board may also form special committees to review material matters being considered by the Board. Special committees report their activities to the Board.

Audit Committee

The Audit Committee Charter adopted by the Board is available to shareholders on the Company’s website located at www.rbclifesciences.com. In accordance with its charter, the Audit Committee’s functions include (i) engaging independent auditors and determining their compensation; (ii) reviewing audit results and the results of interim financial statement reviews with the independent auditors and management; (iii) overseeing the Company’s financial reporting process and internal control systems; (iv) authorizing any non-audit services provided by the independent auditors and the compensation for those services; and (v) initiating and supervising any special investigation it deems necessary regarding the Company’s accounting and financial policies and controls.

In addition to these functions, in April 2010, the duties of a nominating committee were assigned by the Board to the Audit Committee, and its charter was amended accordingly. These functions include (i) identifying, evaluating and recommending candidates for membership on the Board and (ii) periodically reviewing and making recommendations with respect to the composition of the Board and assignments to Board committees.

The Audit Committee, established in accordance with section 3(a)(58)(A) of the Exchange Act, consists of two directors, Messrs. Kaiser (Chair) and Philipp. The Board has determined that Mr. Kaiser meets the definition of a “financial expert” as defined in Item 407(d) of Regulation S-K under the Exchange Act. As further described in "Corporate Governance - Independence," the Board has determined that Mr. Kaiser is an "independent director" as defined in the listing standards of NASDAQ. The Audit Committee held 11 meetings during 2014. All committee members attended all committee meetings.

Compensation Committee

The Compensation Committee Charter adopted by the Board is available to shareholders on the Company’s website located at www.rbclifesciences.com. In accordance with its charter, the Compensation Committee’s functions include (i) establishing and administering the Company’s officer compensation policies, which includes setting the compensation of the CEO and all other executive officers of the Company; (ii) administering the Company’s stock incentive plans; and (iii) overseeing the administration of other employee benefit plans and fringe benefits paid to or provided for the Company’s officers.

During 2014 the Compensation Committee consisted of two directors, Messrs. Philipp (Chair) and Kaiser. The Compensation Committee held 10 meetings during 2014. All committee members attended all committee meetings.

Director Nominations

The Company does not have a standing nominating committee; however, the functions of a nominating committee were assigned to the Audit Committee in April 2010. Prior to that time, the entire Board fulfilled the role of the nominating committee.

In accordance with the Board’s current policy, only nominees approved by the Audit Committee, which include the current slate of director nominees, are recommended to the full Board. The Audit Committee does not have a diversity policy or other policy that sets forth minimum qualifications by which potential nominees are evaluated. The goal of the Audit Committee is to recommend nominees who have experience, talents, skills and other characteristics the Board as a whole should possess in order to maintain its effectiveness. In selecting and evaluating potential nominees, the Board considers, among other factors, the existing composition of the Board and the mix of Board members appropriate for the perceived needs of the Company. In evaluating potential director candidates, the Audit Committee also seeks to ensure that the Board always has at least one member that meets the definition of a “financial expert” as defined under the Exchange Act. Candidates nominated by shareholders are evaluated in the same manner as other candidates. The Company does not utilize third parties to identify or evaluate potential director nominees. Also, any nominee must be willing to serve for the nominal director’s compensation paid by the Company.

The Audit Committee will consider director nominees recommended by shareholders. A shareholder who wishes to recommend a person or persons for consideration as a nominee for election to the Board must send a written notice by mail to the Company, c/o Secretary, RBC Life Sciences, Inc., 2301 Crown Court, Irving, Texas 75038, that sets forth: (1) the name, business address, residence address, date of birth, biographical data and qualifications of each person whom the shareholder proposes to be considered as a nominee; (2) the number of shares of Common Stock beneficially owned by each proposed nominee; (3) any other information regarding the proposed nominee that would be required to be disclosed in a definitive proxy statement to shareholders pursuant to Regulation 14(a) of the Exchange Act; (4) the name, business address and residence address of the shareholder making the recommendation; and (5) the number of shares of Common Stock beneficially owned by the shareholder making the recommendation. The Audit Committee may require any proposed nominee to furnish additional information as may be reasonably required to determine the qualifications of the proposed nominee to serve as a director of the Company. Shareholder recommendations will be considered only if received no less than 120 days before the date of the proxy statement sent to shareholders in connection with the previous year’s annual meeting of shareholders. The Company has not received any recommendation of a director nominee from any shareholder.

Compensation Committee Interlocks and Insider Participation

Only Messrs. Philipp and Kaiser were members of the Compensation Committee at any time during 2014, each of whom was determined to be an independent director. There are no compensation committee interlocks between the members of the Company’s Compensation Committee and any other entity.

Communication with the Board

Shareholders and other interested parties may communicate with the Board, including outside directors (i.e. directors who are not also employees or consultants), by sending written communication to the directors c/o the Chairman of the Board, RBC Life Sciences, Inc., 2301 Crown Court, Irving, Texas 75038. Any communication to a specific director will be forwarded to that director. As to all other communications, the Chairman, or his designee, will review such communications and forward them to the appropriate director(s).

Code of Ethics

The Board has adopted a Code of Ethics applicable to all directors, officers and employees of the Company, including its principal executive officer and its principal financial and accounting officer. The Code of Ethics is available to shareholders on the Company’s web site located at www.rbclifesciences.com. A copy of the Code of Ethics will be provided upon request directed to the Company’s Secretary, RBC Life Sciences, Inc., 2301 Crown Court, Irving, Texas 75038.

Policies and Procedures Regarding Related Person Transactions

The Board has adopted a written policy regarding related person transactions. For purposes of this policy:


•	a “related person” means any of the Company’s directors, executive officers, nominees for director or 5% shareholders or any of their immediate family members; and


•	a “related person transaction” generally is a transaction (including any indebtedness or a guarantee of indebtedness) in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which a related person had or will have a direct or indirect material interest.

Each of the executive officers, directors and nominees for director is required to disclose to the Audit Committee certain information relating to related person transactions for review, approval or ratification by the Audit Committee. Disclosure to the Audit Committee should occur before, if possible, or as soon as practicable after the related person transaction is effected, but in any event as soon as practicable after the executive officer, director or nominee for director becomes aware of the related person transaction. The Audit Committee’s decision whether or not to approve or ratify a related person transaction is to be made in light of the Audit Committee’s determination that consummation of the transaction is not or was not contrary to the Company’s best interests. Any related person transaction must be disclosed to the full Board.

Director Compensation

Each inside director (i.e. a director that is also a consultant or employee) receives: (i) a quarterly retainer of $300, (ii) a fee of $500 for each Board meeting attended during the year, and (iii) a stock option to purchase 60 shares of Common Stock for each Board meeting attended during the year, subject to approval by the Board at the end of each year. Each outside director receives: (i) a quarterly retainer of $2,000, (ii) a fee of $500 for each Board meeting attended during the year, (iii) a stock option to purchase 60 shares of Common Stock for each Board meeting attended during the year, subject to approval by the Board at the end of each year, and (iv) up to $400 per month of the Company’s nutritional supplement products for personal use. With respect to service on a committee of the Board, the committee chair receives $1,000 per meeting attended while other committee members receive $500 per meeting attended.

The following table summarizes director compensation for 2014 for all directors not included in the Summary Compensation Table below.

DIRECTOR COMPENSATION TABLE

Name	Fees Earned or Paid in Cash ($)	Option Awards ($) (1)	All Other Compensation ($)		Total ($)
Andrew V. Howard	4,700	—	32,986	(2)	37,686
Robert A. Kaiser	34,500	—	—		34,500
Joseph P. Philipp	30,000	—	—		30,000
Cynthia L. Tysinger	15,000	—	—		15,000

_________________________


(1)	At December 31, 2014, Messrs. Howard, Kaiser and Philipp and Ms. Tysinger held outstanding options to purchase 1,260, 1,980, 3,000 and 540 shares of Common Stock, respectively.

(2) Includes commissions and consulting fees of $31,733 paid to Mr. Howard as a network marketing Associate of the Company. The remainder represents Company products provided at no charge.

Shareholder Proposals for the 2016 Annual Meeting of Shareholders

An eligible shareholder who wishes to include a proposal, including a nomination for election as a director, in the Company’s proxy statement for the 2016 annual meeting of shareholders must submit it, in accordance with Rule 14a-8 of the Exchange Act, so that it is received by the Company’s Secretary, at the Company’s executive offices, on or before December 31, 2015.

A notice of a shareholder proposal, submitted other than pursuant to Rule 14a-8 of the Exchange Act, must be submitted so that it is received by the Company’s Secretary, at the Company’s executive offices, on or before March 15, 2016 to be timely given.

AUDIT COMMITTEE REPORT

The Audit Committee is responsible for overseeing the Company’s financial reporting process on behalf of the Board. Management of the Company has the primary responsibility for the Company’s financial reporting process, principles and internal controls as well as preparation of the Company’s financial statements. The Company’s independent registered public accounting firm is responsible for performing an audit of the Company’s financial statements and expressing an opinion as to the conformity of such financial statements with accounting principles generally accepted in the United States.

The Audit Committee has:


•	reviewed and discussed the Company’s audited financial statements for the year ended December 31, 2014 with management and the independent registered public accounting firm;


•	discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees), as amended (AICPA, Professional Standards, Vol.1, AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T;


•	received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence; and


•	discussed with the independent registered public accounting firm such firm’s independence.

Based on the reports and discussions described above, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2014 for filing with the SEC.



	AUDIT COMMITTEE
	Robert A. Kaiser, Chair
	Joseph P. Philipp

Independent Registered Public Accounting Firm

The Audit Committee has appointed LGT as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the year ending December 31, 2015.

Audit Fees and Non-Audit Fees

The aggregate fees for professional services rendered by LGT for 2014 and 2013 were as follows:



	2014		2013
Audit Fees⁽¹⁾	$	107,000	$	121,000
Audit-Related Fees	—		—
Tax Fees⁽²⁾	30,100		35,700
All Other Fees	—		—
Total	$	137,100	$	156,700

__________________________


(1)	Represents fees for professional services in connection with the audit of the Company’s annual financial statements and reviews of quarterly interim financial statements.


(2)	Represents fees for tax compliance, tax advice and tax planning relating to the preparation and filing of the Company’s federal and state tax returns.

Audit Committee Pre-approval Policies and Procedures

The Audit Committee’s pre-approval policies and procedures require the independent registered public accounting firm to seek pre-approval by the Audit Committee of all audit and permitted non-audit services by providing a prior description of the services to be performed and specific fee and expense estimates for each such service. The Audit Committee periodically monitors the services rendered by and actual fees paid to the independent registered public accounting firm to ensure that such services are within the parameters approved by the Audit Committee. All of the professional services rendered by LGT for audit-related fees and tax fees during 2014 and 2013 were pre-approved by the Audit Committee.

EXECUTIVE OFFICERS

The following table sets forth, as of March 27, 2015, the name, age and position of each of the executive officers of the Company.



Name	Age	Position
Steven E. Brown	59	President and Chief Executive Officer
Barton R. Dangerfield	54	Vice President-Marketing
Douglas R. Wheeler	41	Vice President-Operations
Daley L. Seeker	28	Vice President-Finance, Chief Financial Officer and Secretary

See “Director Nominees and Directors Continuing in Office - Director Nominees” above for Mr. Brown's biography and business experience.

Barton R. Dangerfield joined the Company as Vice President-Marketing in November 2013. From November 2011 to November 2013 Mr. Dangerfield served as Vice President-Field Development for iWowWe, Inc., a Texas-based network marketing company engaged in the global distribution of technology products. He served as Vice President-Marketing and Field Relations for Global Domains International, a California-based technology company offering online branding services through a network marketing model, from May 2009 to November 2011. Mr. Dangerfield was also associated with Via Viente, Ltd., a network marketing company engaged in the sale and distribution of nutritional products, from August 2003 to May 2009, in various capacities including Director of Marketing Communications and then Vice President-North American Sales. Prior to joining Via Viente, Mr. Dangerfield held various sales and marketing positions with various other companies in the network marketing industry.

Douglas R. Wheeler became Vice President-Operations in September 2011 after serving in various operational positions since joining the Company in November 1998. Mr. Wheeler joined the Company as a manager in its call center and was promoted to Operations Manager in September 2006 and to Director of Operations in February 2011. Prior to joining the Company, Mr. Wheeler was the Customer Service Manager for a network marketing company engaged in the sale of nutritional supplements and personal development materials.

Daley L. Seeker became Vice President-Finance, Chief Financial Officer and Secretary upon joining the Company in October 2014. Prior to joining the Company, Ms. Seeker held various positions, most recently as an Assurance Supervisor, in the Assurance Practice of McGladrey LLP ("McGladrey"), a public accounting firm, from 2011 to October 2014. From 2010 until 2011, Ms. Seeker served as a Staff Auditor for the accounting firm of Gindler, Chappell, Morrison & Co., PC, and from 2008 to 2010, as an Audit Associate with McGladrey. Ms. Seeker completed her Master of Business Administration degree in 2008 and is a certified public accountant.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Role of the Compensation Committee

The Compensation Committee annually reviews and approves goals and objectives for the CEO, as well as evaluates his performance and approves his compensation. In consultation with the CEO, the Compensation Committee also reviews and approves goals and objectives for the other executive officers of the Company, as well as evaluates their respective performance and approves their respective compensation. In addition, the Compensation Committee is responsible for the grant of all stock option awards and any other awards under the Company’s equity compensation plans.

The Compensation Committee is comprised solely of independent directors; however, as a practical matter, while Clinton H. Howard served as CEO, it was not completely independent from Mr. Howard because of his position and percentage ownership of the Common Stock (see table under the caption “Security Ownership of Certain Beneficial Owners and Management”). Accordingly, in the remaining discussion under this section, “Compensation Discussion and Analysis,” with respect to compensation matters involving Mr. Howard or arising on or after January 1, 2015, the “Committee” shall refer to the Compensation Committee. With respect to compensation matters involving Named Executive Officers ("NEOs") other than Mr. Howard and arising prior to January 1, 2015, the “Committee” shall refer to the Compensation Committee and Mr. Howard.

The Compensation Committee has reviewed the Company's compensation policies and practices and determined that its compensation programs are not reasonably likely to have a material adverse effect on the Company. The Compensation Committee reviewed the compensation programs for certain design features which have been identified as having the potential to encourage excessive risk-taking and concluded that the Company's compensation programs do not encourage excessive risk.

Compensation Decision-Making Process

The compensation of the NEOs in 2014 was largely determined by their respective employment agreements. The employment agreements between the Company and the NEOs were negotiated and approved by the Committee.

Under its charter, the Committee has the authority to retain independent counsel or other advisers as it deems necessary to carry out its responsibilities; however, the Compensation Committee did not retain the services of any compensation consultant in 2014 or prior years. In making executive compensation decisions, the Committee utilizes “tally sheets” and informally assembled competitive market data. Tally sheets are designed to set forth in one place the total compensation of each officer for the current and previous year, including base salary, past and projected incentive compensation, option grants and any other form of compensation. The Committee believes these tally sheets are helpful in providing a clear picture of the total compensation package available to the executive officers. The Committee does not engage in benchmarking as part of its decision-making process. However, for a more general purpose than benchmarking, the Committee informally considers competitive market practices with respect to the salaries and total compensation paid by other similarly-sized companies to their executive officers. In this regard, the Committee reviews annual reports on Form 10-K and other public filings of similarly-sized companies as well as other compensation survey information available to it. While the Committee views all of this comparative data as important, this information is used as a guide to aid the Committee and not as the sole determinative factor. The Committee also considers and views as equally relevant the employment market in which the Company competes, industry competitive conditions, individual executive officer performance during the year and overall Company performance.

Objectives of the Compensation Program

The principal objectives of the executive compensation program are to:


•	Align the interests of executives with those of the shareholders;


•	Provide incentives for the achievement of corporate performance goals;


•	Support an environment that rewards executive officers based upon corporate results; and


•	Maintain a competitive salary structure to attract, motivate and retain qualified executives.

The executive compensation program is intended to motivate the NEOs to achieve goals set by the Company and to reward them for achieving those goals.

Elements of Compensation and Relationship to Compensation Objectives

The principal elements of the Company’s executive compensation program are:


•	Base salary;


•	Cash incentive payments;


•	Equity-based incentive payments;


•	Termination payments; and


•	Other benefits.

The Committee does not have a formal policy regarding the allocation of compensation between cash and non-cash elements or long-term and currently paid elements. Rather, it uses its judgment and experience in determining the mix of compensation for the NEOs. In addition, there are no formal stock ownership guidelines for the NEOs.

Base salary. Base salary is intended to provide economic security for the NEOs at a level sufficient to attract and retain their services, and to reward current performance. Base salary is set by the Committee as described above, giving consideration to individual performance, level of responsibility, skills, qualifications and experience, and is incorporated into the respective employment agreement of each NEO. Based on the evaluation and judgment of the Committee, the base salaries of the NEOs in 2014 remained unchanged from their respective base salaries in 2013, except in the case of Clinton H. Howard whose base salary was reduced.

Cash incentive payments. Cash incentive plans, which are provided at the discretion of the Committee in accordance with the respective employment agreement of each NEO, are intended to create a financial incentive to achieve specific financial performance goals established by the Committee. As of March 27, 2015, the Committee has not adopted a cash incentive plan for the NEOs for 2015. No bonuses were earned or paid under the cash incentive plan in effect during 2014.

Equity-based payments. Equity-based payments have been paid to the NEOs in the form of stock option grants. Grants are not made to NEOs each year and there is no formula by which grants are made. When grants are made, factors considered include, but are not limited to, individual performance, level of responsibility and potential future contribution. Because of the direct relationship between the value of an option and the market price of the Common Stock, the Committee believes that these grants motivate the NEOs to manage the Company in a manner that is consistent with the interests of the shareholders. Option grants to the NEOs have typically carried a five-year vesting schedule and a nine-year term. The Committee believes that the long-term nature of these options also serves as a retention tool. There were no option grants to the NEOs in 2014. The Company has no program, plan or practice to time executive option grants in coordination with announcements of material nonpublic information.

Termination payments. The employment agreement of each NEO provides for termination payments upon the occurrence of various triggering events. These payments are described below under the caption “Employment Agreements and Post-Termination Compensation.” In general, the Committee believes that NEOs should be provided with reasonable termination benefits in order to attract and retain talented employees in a market where such benefits are commonly available. Reasonable termination benefits also recognize that it may be difficult for the NEOs to find comparable employment within a short period of time. The employment agreements with the NEOs do not provide for termination payments in connection with a change of control.

Other benefits. The Company provides benefits to the NEOs that the Committee believes are reasonable and consistent with the overall compensation program. These benefits are intended to make the compensation program competitive with other employment opportunities and encourage continued service. The Company provides a 401(k) plan and various group insurance plans for the benefit of all employees. The Company makes matching contributions to the 401(k) plan equal to 10% of employee contributions and pays a portion of the employees’ group insurance premiums. Employee contributions to the 401(k) plan vest immediately; Company contributions vest after three years of service. The Company also provides a monthly allowance of the Company’s nutritional supplement products at no charge. NEOs participate in these plans on the same basis as other employees of the Company, except with respect to the life insurance plan and the monthly allowance for no charge products. With regard to these benefits, the Company provides to certain senior managers additional life insurance coverage at an average cost of coverage related to the NEOs of approximately $500 per year, and the average cost of no charge products provided to the NEOs is approximately $300 per year.

In accordance with their respective employment agreements, Mr. Howard received reimbursement for certain of his club dues and supplementary medical insurance costs during his tenure as CEO and Mr. Brown receives a monthly automobile allowance and, beginning January 1, 2015, receives reimbursement of certain of his club dues.

The aggregate amount earned by each NEO for these benefits is set forth in the All Other Compensation Table below.

Employment Agreements

Since 2004, the Company has generally followed a practice of providing employment agreements to senior management; although, in some cases, an employment agreement may not be provided until the executive demonstrates satisfactory performance during an initial evaluation period. The Committee believes that employment agreements help attract and retain key executives, thus promoting stability and continuity of senior management, while providing the necessary flexibility to manage executive performance and compensation.

Mr. Howard. Mr. Howard became CEO in June 2010 and served in that capacity through December 31, 2014. In accordance with the terms of his employment agreement, Mr. Howard continues to serve the Company as a consultant for a three-year period ending December 31, 2017.

Mr. Brown. Mr. Brown became President in June 2012 and, in August 2012, entered into an employment agreement with the Company with a term ending December 31, 2015. In connection with his appointment as CEO, this agreement was terminated and Mr. Brown entered into a new one-year agreement with the Company effective January 1, 2015. Mr. Brown's new agreement will automatically renew for successive one-year terms.

Mr. Young. The Company entered into a one-year agreement with Mr. Young effective January 1, 2014 in replacement of a one-year agreement that expired December 31, 2013. In September 2014, Mr. Young terminated his employment and, in accordance with the terms of the agreement, received payment for accrued, unused paid time off plus severance equal to his monthly salary for a period of 90 days.

The current NEO employment agreements, along with the related termination benefit provisions, are described in more detail below under the caption “Employment Agreements and Post-Termination Compensation.”

Internal Revenue Code Section 162(m)

Under Section 162(m) of the Internal Revenue Code (the "Code"), the Company cannot deduct, for federal income tax purposes, compensation in excess of $1,000,000 paid to NEOs. However, this deduction limitation does not apply to compensation that constitutes “qualified performance-based compensation” within the meaning of Section 162(m) of the Code and the related regulations. The Committee has considered these limitations and intends, in all appropriate circumstances, to qualify compensation paid to the NEOs for deductibility under Section 162(m) of the Code.

Compensation Committee Report

The Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on this review and discussion, the Committee recommended to the Board that the Compensation Discussion and Analysis section be included in this proxy statement.

This report of the Compensation Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates this report by reference therein.



	COMPENSATION COMMITTEE
	Joseph P. Philipp, Chair
	Robert A. Kaiser

Executive Compensation

The following table sets forth summary compensation information during 2014 and 2013 for NEOs. NEOs were determined as of December 31, 2014 and include the Company’s CEO, the Company’s two other most highly compensated executive officers, and one former executive officer who would have been one of the two most highly compensated executive officers as of December 31, 2014 if he had been employed by the Company on that date:

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($) (1)	All Other Compensation ($) (2)	Total ($)
Clinton H. Howard, Chairman, CEO ⁽³⁾	2014	301,000	12,184	313,184
	2013	325,000	9,015	334,015

Steven E. Brown, President ⁽⁴⁾	2014	280,000	15,637	295,637
	2013	280,000	15,651	295,651

Kevin B. Young, Vice President - Sales⁽⁵⁾	2014	123,077	38,121	161,198
	2013	160,000	1,204	161,204

Douglas R. Wheeler, Vice President - Operations ⁽⁶⁾	2014	138,000	840	138,840
	2013	138,000	667	138,667

_________________________


(1)	Represents base salary paid in accordance with employment or other salary agreements in effect for each respective year.


(2)	Represents amounts detailed in the All Other Compensation Table below.


(3)	Mr. Howard came out of retirement in June 2010 and served as CEO from June 2010 through December 31, 2014 after having served as CEO since the founding of the Company until he retired in December 2008. On January 1, 2015, he began serving the Company as a consultant.


(4)	Mr. Brown was appointed President in June 2012. Prior to June 2012, he served as Executive Vice President and Chief Financial Officer from June 2011 to June 2012 and as Vice President-Finance and Chief Financial Officer from May 1994 to June 2011. On January 1, 2015, Mr. Brown was appointed to the position of CEO.


(5)	Mr. Young joined the Company in March 2008 as Director of Sales and held that position until his appointment as Vice President-Marketing and Sales in May 2010. In June 2013, he was appointed Vice President-Sales. Mr. Young terminated his employment with the Company in September 2014.


(6)	Mr. Wheeler was appointed Vice President-Operations in September 2011 after serving in various operational positions since joining the Company in November 1998. Mr. Wheeler joined the Company as a manager in its call center and was promoted to Operations Manager in September 2006 and to Director of Operations in February 2011.

All Other Compensation Table

		Compensation for Service as a Director			Perquisites and Personal Benefits ($) (4)
Name (1)	Year	Fees Earned or Paid in Cash ($)	Option Awards ($) (2)	Severance and Other Benefits (3)	Perquisites and Personal Benefits ($) (4)	All Other Compensation ($)
Clinton H. Howard	2014	4,700	—	—	7,484	12,184
	2013	4,200	414	—	4,401	9,015

Steven E. Brown	2014	4,700	—	—	10,937	15,637
	2013	4,200	414	—	11,037	15,651

Kevin B. Young	2014	—	—	36,923	1,198	38,121
	2013	—	—	—	1,204	1,204

Douglas R. Wheeler	2014	—	—	—	840	840
	2013	—	—		667	667

_________________________


(1)	At December 31, 2014, Messrs. Howard, Brown and Wheeler held outstanding options to purchase 1,860, 7,420 and 1,410 shares of Common Stock, respectively. Mr. Young held no outstanding options.


(2)	Represents the aggregate grant date fair value of option awards computed in accordance with FASB ASC Topic 718. For a description of the assumptions used to calculate the fair value of option awards, see Note J, Share-Based Compensation, of the notes to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.


(3)	Represents post termination compensation paid to Mr. Young in accordance with the terms of his employment agreement following the termination of his employment in September 2014.

(4)

Represents payment of matching contributions to a 401(k) plan, the cost of Company products provided at no charge, the cost of life insurance coverage and, in the case of Mr. Howard, an automobile allowance, reimbursement of certain club dues and payment of health insurance premiums related to a plan not generally available to all salaried employees. The amount for Mr. Brown also includes a monthly automobile allowance.

There were no grants of plan-based awards to the NEOs in 2014. There was no non-equity incentive plan compensation earned by the NEOs for 2014 pursuant to prior year grants.

The following table sets forth information concerning outstanding equity awards for each of the NEOs at December 31, 2014.



OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
	Option Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date
Clinton H. Howard	300	—	2.00	12/22/2018
	540	—	3.10	1/1/2020
	360	—	2.20	12/15/2020
	300	—	1.76	12/11/2021
	360		1.27	12/16/2022

Steven E. Brown	420	—	2.10	12/28/2015
	480	—	8.15	11/29/2016
	2,120	—	8.15	11/29/2016
	240	—	5.30	12/17/2017
	2,300	—	5.30	12/17/2017
	300	—	2.00	12/22/2018
	540	—	2.80	1/1/2020
	360	—	2.00	12/15/2020
	300	—	1.60	12/11/2021
	360	—	1.15	12/16/2022

Douglas R. Wheeler	655	—	2.10	12/28/2015
	330	—	8.15	11/29/2016
	425	—	5.30	12/17/2017

Employment Agreements and Post-Termination Compensation

The Company has entered into employment agreements with Messrs. Howard, Brown and Wheeler. Except where otherwise noted, the terms of these agreements are identical. Key terms include:


•	Principal position, effective date, term and annual base compensation:



Name	Principal Position	Effective Date	Initial Term and Renewal Term	Annual Base Compensation (1)
Clinton H. Howard	Chairman	January 1, 2014	Three-year consulting arrangement ending December 31, 2017, which became effective upon expiration of the employment term ended December 31, 2014	$173,196
Steven E. Brown	CEO	January 1, 2015	Initial term ending December 31, 2015 with an automatic one-year renewal term unless 60 days' written notice is given	$305,000
Douglas R. Wheeler	Vice President - Operations	January 1, 2015	One year term ending December 31, 2015 with no automatic renewal term	$138,000

__________________

(1) Amounts represent annual base consulting fees in the case of Mr. Howard and annual base salary in the case of Messrs. Brown and Wheeler


•	Discretionary annual cash incentive compensation calculated as described above under the caption “Compensation Discussion and Analysis – Elements of Compensation and Relationship to Compensation Objectives – Cash Incentive Payments.”


•	In the case of Messrs. Brown and Wheeler, employee benefits generally provided to other executive officers.


•	A non-compete provision that extends for a 12–month period following termination of employment for any reason.


•	Indemnification against any claims made against the executive for actions taken in good faith while performing services under the agreement.


•	In the case of Messrs. Brown and Wheeler, payment of post-termination compensation, which, in each case, is provided only if the executive signs a general release of claims in favor of the Company.


•	Under Mr. Brown's agreement, payment of a monthly auto allowance of $1,000 and certain club dues.

These employment agreements provide for payment of post-termination compensation under certain circumstances, which are as follows:

•

In the case of Mr. Brown and Mr. Wheeler, upon termination by the executive for Good Reason, as defined below, or by the Company without Cause, as defined below, the executive shall be entitled to receive (i) a lump sum payment for accrued, unused paid time off and (ii) the greater of (a) his monthly base salary through the last day of the then current term or (b) his monthly base salary for a period of six months payable, in each case, over a period of 12 months.

“Good Reason” is defined as (i) an uncured breach of the agreement by the Company or (ii) a material diminution in the nature or scope of the executive's respective responsibilities, duties or authority.

“Cause” is defined as (i) commission of a felony or lesser crime involving dishonesty or fraud, (ii) willful and continued failure to perform duties required by the agreement, (iii) failure to comply with laws applicable to the Company’s business operations, involvement with a competitor of the Company while employed by the Company or improper use of the Company’s trade secrets or records, (iv) engaging in fraud, dishonesty or similar conduct which damages the Company or (v) habitual intoxication or continued abuse of illegal drugs.


•	In the case of Mr. Brown and Mr. Wheeler, upon termination by reason of death, disability, the executive’s election to resign or, in the case of Mr. Brown, his election not to renew the agreement, the executive, or his estate, as applicable, will be paid a lump sum payment for accrued, unused paid time off.


•	Under Mr. Brown’s employment agreement, upon termination because the Company elects not to renew his agreement, Mr. Brown shall be entitled to receive (i) a lump sum payment for accrued, unused paid time-off, and (ii) continued payment of base salary for a period of six months after the date of termination.


•	Under Mr. Howard's agreement, upon the expiration of the employment term ended December 31, 2014, he began receiving monthly consulting payments of $14,433 that will extend for a period of three years through December 31, 2017. In the event of Mr. Howard's death or disability, the consulting period will end on the date of his death or disability, and no further consulting payments will be made.

In addition to the employment agreements described above, effective January 1, 2014 the Company entered into an employment agreement with Mr. Young. In September 2014, Mr. Young terminated his employment and, in accordance with the terms of the agreement, received payment in 2014 for accrued, unused paid time off plus severance in the amount of $36,923.

Potential Payments Upon Termination

The following sets forth the hypothetical cash termination payments to Messrs. Howard, Brown and Wheeler resulting from the triggering events described above. The estimates below assume that the triggering event occurred on January 1, 2015. Actual cash termination payments could differ materially depending on the facts and circumstances in effect at the time a triggering event occurs, if a triggering event should occur.

Clinton H. Howard



Triggering Event		Consulting Fees $ (1)
Death		—
Disability		—

_________________________


(1)	Payments for consulting fees terminate in the event of Mr. Howard's death or disability.

Steven E. Brown and Douglas R. Wheeler



Triggering Event	Base Salary $	Benefits $
Resignation for good reason or termination without cause
Steven E. Brown	305,000	76,250
Douglas R. Wheeler	138,000	8,145
Death, disability or resignation
Steven E. Brown	—	76,250
Douglas R. Wheeler	—	8,145
Non-renewal by the Company
Steven E. Brown	152,500	76,250
Douglas R. Wheeler	—	8,145

EQUITY COMPENSATION PLAN INFORMATION

The following table presents information about shares of Common Stock that may be issued under the Company’s equity compensation plans in effect as of December 31, 2014.



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) (1)
Equity compensation plans approved by security holders ⁽¹⁾	50,896	$	4.35	196,228
Equity compensation plans not approved by security holders	—	—		—
Total	50,896	4.35		196,228

_________________________


(1)	Includes shares reserved for issuance under the 2003 Stock Incentive Plan, as amended and restated, approved by shareholders effective September 4, 2003, and the 2006 Stock Incentive Plan approved by shareholders effective June 6, 2006. Because the 2003 Stock Incentive Plan expired in 2008, no shares related to that plan are included in column (c).

OTHER MATTERS

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership of such securities with the SEC. Officers, directors and greater than 10% beneficial owners are required by applicable regulations to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on a review of the forms submitted to the Company, and written representations made by persons required to file these reports, the Company believes that all such persons complied with all Section 16(a) filing requirements applicable to them except that Clinton H. Howard failed to timely file Forms 4 with respect to three transactions to purchase shares of stock, one transaction on each of June 11, 2014, August 19, 2014 and September 8, 2014; the related Forms 4 were filed on June 18, 2014, October 21, 2014 and October 23, 2014, respectively.

Certain Relationships and Related Transactions

Leonid Lapp is the president of Coral Club International, Inc. (“CCI”). CCI is the Company's largest customer, accounting for approximately 38% of the Company's 2014 consolidated net sales. Mr. Lapp is the beneficial owner of approximately 18% of the Company's outstanding shares of common stock. In August 2014, the Company entered into a new two-year exclusive distributorship agreement with CCI. This agreement replaced a ten-year exclusive distributorship agreement between the parties that automatically renewed for a one-year term following expiration of the initial term in July 2014. The Company's management, and the Board, have determined that the terms and conditions of the agreement between CCI and the Company are commercially reasonable and reflect economic terms negotiated at arms-length.

Clinton H. Howard, a director of the Company, has guaranteed a mortgage note of the Company, which amounted to $1,136,000 at December 31, 2014. The Company has undertaken certain obligations to indemnify Mr. Howard and secure its obligations to him in the event the Company defaults on this loan.

In December 2013, the Company engaged GSATi to develop a new Associate sales and marketing system. This system was deployed in April 2015. Total payments to GSATi under the contract were approximately $740,000, excluding taxes. Cynthia Tysinger, a director of the Company, is the founder and CEO of GSATi, and by virtue of her ownership of GSATi, the amount of her interest in this transaction is approximately $740,000.

Important Notice Regarding Delivery of Shareholder Documents

Owners of Common Stock who hold Common Stock through a broker or otherwise through a nominee and who share a single address may receive notice from the broker or nominee stating that only one copy of this Notice of Annual Meeting of Shareholders and Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 2014 is being sent to that address unless the Company receives contrary instructions from any shareholder at that address. This practice, known as “householding,” is designed to reduce printing and postage costs. However, if any shareholder residing at such an address wishes to receive a separate copy of this Notice of Annual Meeting and Proxy Statement or the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, he or she may contact the Company by mail addressed to Secretary, RBC Life Sciences, Inc., 2301 Crown Court, Irving, Texas 75038, or by telephone at (972) 893-4000.

Registered shareholders who share an address can participate in householding and receive only a single copy of notices, proxy statements and annual reports by contacting the Company's Secretary at the address or phone number set forth above.

Annual Report

The Company will furnish without charge a copy of its Annual Report on Form 10-K, including the financial statements and schedules thereto, for the year ended December 31, 2014 filed with the SEC pursuant to section 13 or 15(d) of the Exchange Act to any shareholder (including any beneficial owner) upon written request to Daley L. Seeker, Chief Financial Officer, RBC Life Sciences, Inc., 2301 Crown Court, Irving, Texas 75038.



	By Order of the Board of Directors,

	/s/ Daley L. Seeker
	Daley L. Seeker Secretary

April 29, 2015

PROXY

RBC LIFE SCIENCES, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Steven E. Brown and Daley L. Seeker and each of them as Proxies, with full power of substitution, and hereby authorizes them to represent and vote, as designated below, all shares of Common Stock of the Company held of record by the undersigned on April 28, 2015, at the Annual Meeting of Shareholders to be held at the Company's offices located at 2301 Crown Court, Irving, TX 75038, on Thursday, June 24, 2015 at 10:00 a.m., local time, or at any adjournment or postponement thereof. Receipt of the Notice of Annual Meeting of Shareholders and the Proxy Statement in connection therewith and of the Company’s 2014 Annual Report to Shareholders is hereby acknowledged.

PLEASE MARK YOUR VOTE AS SHOWN HERE x

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR ALL NOMINEES" ON ITEM 1



1.	ELECTION OF DIRECTORS

o	FOR ALL NOMINEES

o	WITHHOLD AUTHORITY FOR ALL NOMINEES

o	FOR ALL EXCEPT	o	Steven E. Brown	o	Robert A. Kaiser
	(See instructions below)

INSTRUCTION: 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: x

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEM 2



2.	TO RATIFY THE APPOINTMENT OF LANE GORMAN TRUBITT, PLLC AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015.

o	FOR

o	AGAINST

o	ABSTAIN

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR ALL NOMINEES” IN ITEM 1.

THIS PROXY WILL BE VOTED IN THE DISCRETION OF THE PROXIES (OR ANY OF THEM) REGARDING ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING.

Please sign and date this Proxy, and promptly return it to Fidelity Transfer, 8915 South 700 E, Suite 102, Sandy, Utah 84070 using the return envelope provided herewith.



Signature of Shareholder	Date:	Signature of Shareholder	Date:

Title (if applicable, as described in Note below): _______________________

Note: When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please provide the full name of the corporation and the title of the authorized officer signing on behalf of the corporation. If the signer is a partnership, please sign in the partnership name by authorized person.

RBC Life Sciences (CE) (USOTC:RBCL)
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