VITAMIN SHOPPE, INC. (NYSE:VSI) Files An 8-K Submission of Matters to a Vote of Security Holders
ITEM5.07
|
Submission of Matters to a Vote of Security Holders. |
| (a) |
The Annual Meeting for Vitamin Shoppe, Inc. (the Company) was held on June7, 2017. |
| (b) |
The final voting results for each of the matters submitted to a vote of the stockholders of the Company at the Annual Meeting were as follows: |
Proposal 1 Election of Directors.
The final results of the voting for ten (10)Directors for an
annual term are set forth below:
| FOR | AGAINST | ABSTAIN | NON-VOTES | |||||||||||||
|
B. Michael Becker |
19,596,594 | 1,016,471 | 1,387 | 989,596 | ||||||||||||
|
John D. Bowlin |
19,302,666 | 1,309,807 | 1,979 | 989,596 | ||||||||||||
|
Deborah M. Derby |
19,598,119 | 1,015,277 | 1,056 | 989,596 | ||||||||||||
|
Tracy Dolgin |
20,024,738 | 587,769 | 1,945 | 989,596 | ||||||||||||
|
David H. Edwab |
19,641,672 | 971,713 | 1,067 | 989,596 | ||||||||||||
|
Guillermo G. Marmol |
20,024,499 | 587,979 | 1,974 | 989,596 | ||||||||||||
|
Beth M. Pritchard |
19,587,643 | 1,024,864 | 1,945 | 989,596 | ||||||||||||
|
Alexander W. Smith |
20,024,642 | 587,854 | 1,956 | 989,596 | ||||||||||||
|
Timothy J. Theriault |
20,024,422 | 588,074 | 1,956 | 989,596 | ||||||||||||
|
Colin Watts |
19,651,291 | 961,702 | 1,459 | 989,596 |
Proposal 2 Advisory and Non-Binding Vote to Approve Named
Executive Officer Compensation.
The Companys stockholders approved, on an advisory, non-binding
basis, the compensation of our named executive officers based
upon the following votes:
| For | Against | Abstain | Non-Votes | |||
|
20,136,768 |
476,014 | 1,670 | 989,596 |
Proposal 3 Advisory and Non-Binding Vote on Frequency of
Vote Regarding Named Executive Officer Compensation.
The stockholders voted, on an advisory, non-binding basis in
favor of the annual submission of the Companys named executive
officer compensation to our stockholders for approval on an
advisory, non-binding basis based upon the following votes:
| 1 Year | 2 Years | 3 Years | Abstain | Non-Votes | ||||
|
18,058,599 |
1,029 | 2,553,769 | 1,055 | 989,596 |
Proposal 4 Vote on Approval of Amendment and Restatement
of the 2009 Equity Incentive Plan, and 162(m) Performance
Goals.
The stockholders approved the Amended and Restated 2009 Equity
Incentive Plan and 162(m) performance goals based upon the
following votes:
| For | Against | Abstain | Non-Votes | |||
|
19,745,060 |
866,710 | 2,682 | 989,596 |
A copy of the Companys Amended and Restated 2009 Equity Incentive
Plan is incorporated herein by reference to Annex A of the
Definitive Proxy Statement of Vitamin Shoppe, Inc. filed on
April27, 2017 with the Securities and Exchange Commission.
Proposal 5 Vote to Ratify the Appointment of Deloitte
Touche LLP as the Companys Independent Registered Public
Accounting Firm for the 2017 Fiscal Year.
The stockholders ratified the appointment of Deloitte Touche LLP
as the Companys independent registered public accounting firm for
the 2017 fiscal year based upon the following votes:
| For | Against | Abstain | Non-Votes | |||
|
21,552,017 |
46,161 | 5,870 |
(d)The Board of Directors of the Company has determined that the
Company will hold future advisory, non-binding votes on the
compensation of our named executive officers on an annual basis
until the next advisory, non-binding vote on the on the frequency
of future stockholder votes regarding the compensation or the
Companys named executive officers, which the Company expects to
hold at its 2023 annual meeting of stockholders.
| Item9.01 | Financial Statements and Exhibits. |
(d)
Exhibits
|
Exhibit No. |
DescriptionofDocument |
|
| 10.1 |
Amended and Restated 2009 Equity Incentive Plan (incorporated herein by reference to Annex A of the Definitive Proxy Statement of Vitamin Shoppe, Inc. filed on April27, 2017 (File No.001-34507)). |
About VITAMIN SHOPPE, INC. (NYSE:VSI)
Vitamin Shoppe, Inc. (VSI) is a multi-channel specialty retailer and contract manufacturer of vitamins, minerals, herbs, specialty supplements, sports nutrition, and other health and wellness products. The Company operates through three segments: retail, which includes Vitamin Shoppe, Super Supplements and Vitapath retail store formats; direct, which sells its products directly to consumers through the Internet, primarily at www.vitaminshoppe.com, and manufacturing, which provides custom manufacturing and private labeling of vitamin, mineral and supplement (VMS) products. The Company markets approximately 800 brands, as well as its own brands. The Company operates approximately 760 stores in over 40 states, the District of Columbia, Puerto Rico and Ontario, Canada, primarily located in retail centers and stand-alone locations. The Company also offers homeopathic remedies and weight management products.
