GNC HOLDINGS, INC. (NYSE:GNC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Appointment of Directors.
On January 22, 2019, to that certain Stockholders Agreement, entered into as of November 7, 2018 (the “Stockholders Agreement”), the Board, upon designation by Harbin Pharmaceutical Group Co., Ltd., a company incorporated in the People’s Republic of China (“Hayao”), and based on the recommendation of the Board’s Nominating and Corporate Governance Committee, appointed Hsing Chow and Yong Kai Wong to the Board, effective January 22, 2019. The Board had previously adopted resolutions to increase the size of the Board to ten members and Messrs. Chow and Wong have been appointed to fill the two resulting vacancies. The terms and conditions of the Stockholders Agreement are described in our Current Report on Form 8-K as filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2018 and is incorporated herein by reference.
Since 2015, Mr. Chow has served as Group Vice President of Hayao. Prior to his service at Hayao, Mr. Chow served as Regional General Manager at Flextronics Global OPS, a leading electronics manufacturing services provider focused on delivering complete design, engineering and manufacturing services to automotive, computing, consumer, industrial, infrastructure, medical and mobile OEMs. Mr. Chow holds both a Bachelor of Science and Master of Science degree from New Jersey Institute of Technology.
Since 2012, Mr. Wong has served as Managing Director of CITIC Capital Holdings Limited, an affiliate of Hayao. Mr. Wong holds a CSREP degree from Harvard University, a Masters of Business Administration from University of Chicago Booth School of Business and a Master of Laws (LLM) from the University of Cambridge.
The Company also entered into an Indemnification Agreement and Confidentiality Agreement with each of Mr. Chow and Mr. Wong. The Indemnification Agreement provides for indemnification and advancement of litigation and other expenses to Mr. Chow and Mr. Wong to the fullest extent permitted by law for claims relating to his service to the Company or its subsidiaries. The Company’s form of indemnification agreement was filed with the SEC on October 29, 2015 as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q and is incorporated herein by reference.
The Board has determined that each of Mr. Chow and Mr. Wong meet the Designee Qualifications set forth in the Stockholders Agreement. Other than the foregoing, there is no arrangement or understanding between Mr. Chow or Mr. Wong and any other persons to which Mr. Chow and Mr. Wong were selected as a director, and other than the transactions contemplated by that certain Master Reorganization and Subscription Agreement, dated November 7, 2018, by and among the Company, Hayao and certain of their respective affiliates (the terms and conditions of which are described in the Company’s Current Report on Form 8-K as filed with the SEC on November 14, 2018, which is incorporated herein by reference), there are no related party transactions involving Mr. Chow or Mr. Wong that are reportable under Item 404(a) of Regulation S-K.
About GNC HOLDINGS, INC. (NYSE:GNC)
GNC Holdings, Inc. is a specialty retailer of health, wellness and performance products, including vitamins, minerals and herbal supplement products (VMHS), sports nutrition products and diet products. The Company operates in three segments: Retail, Franchising and Manufacturing/Wholesale. The Retail segment includes sales of products to customers at its company-owned stores in the United States, Canada, Puerto Rico and Ireland and through its Websites, GNC.com and LuckyVitamin.com. Its Franchise segment consists of its domestic and international franchise operations. Its Manufacturing/Wholesale segment consists of its manufacturing operations in South Carolina and its wholesale sales business. The Company’s brands include Mega Men, Ultra Mega, Total Lean, Pro Performance and Pro Performance AMP, Beyond Raw, GNC Puredge, GNC GenetixHD and Herbal Plus. The Company offers products through GNC.com, LuckyVitamin.com and www.drugstore.com.
