Herbalife was unaware until just days ago that one of its directors was charged in a 2008 fraud case in Brazil.
"We first became aware of this situation two days ago," Herbalife said in an exclusive statement to CNBC'. "On a yearly basis, all prospective and current board members are asked about any pending or closed proceedings that occurred during the prior ten years. [Pedro] Cardoso has always responded in the negative."
Cardoso is among 12 people charged in a years-old Brazilian embezzlement case that has never been mentioned in Herbalife public disclosures, according to report by Reuters earlier Thursday.
Read MoreHerbalife board member a target in long-running Brazilian fraud case