GNC HOLDINGS, INC. (NYSE:GNC) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07 Submission of Matters to a Vote of Security Holders
The special meeting of stockholders of GNC Holdings, Inc. (the “Company”) was called to order on April25, 2018 at 8:30 a.m. Eastern Time (the “Special Meeting”) for the stockholders to vote on the following proposal:
In accordance with Section312.03 of the NYSE Listed Company Manual, the issuance by the Company to Harbin Pharmaceutical Group Holdings Co., Ltd. (the “Investor”) in a private placement of 299,950 shares of a newly created series of convertible preferred stock (the “Convertible Preferred Stock”) of the Company, which will include the right to (i)at the option of the Investor, convert such Convertible Preferred Stock into shares of the Company’s ClassA common stock, par value $0.001 per share (the “Common Stock”), and (ii)receive additional shares of Convertible Preferred Stock or an increase in the stated value of the Convertible Preferred Stock as a result of the payment of non-cash dividends (the “Proposal”).
The Proposal is described in detail in the Company’s definitive proxy statement, dated March26, 2018, which was filed with the Securities and Exchange Commission on March26, 2018, and first mailed to the Company’s stockholders on or about March26, 2018.
While a substantial majority (over 92%) of the proxies received to date authorized a vote in favor of the Proposal, holders of only approximately 36% of the outstanding shares of Common Stock have submitted proxies to vote at the Special Meeting. Approval of the Proposal requires the affirmative vote of a majority of the shares present (in person or by proxy) and entitled to vote at the Special Meeting. However, the necessary quorum of a majority of the outstanding shares of Common Stock has not been established for the Special Meeting.
Ken Martindale, Chief Executive Officer and member of the board of directors of the Company, duly acting as chairman and presiding officer of the Special Meeting and in accordance with the Company’s bylaws, adjourned the Special Meeting in order to solicit additional proxies from the Company’s stockholders to obtain a quorum for the Special Meeting. The Special Meeting was adjourned until 10:00 a.m. Eastern Time on May9, 2018. The Special Meeting will reconvene at such time at the Omni William Penn, 530 William Penn Place, Sternwheeler Room, Pittsburgh, Pennsylvania 15219.
Item 5.07 Other Events
On April25, 2018, the Company issued a press release announcing the adjournment of the Special Meeting. A copy of the Company’s press release containing such announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Additional Information About the Equity Issuance and Where to Find It
In connection with the proposed equity issuance, on March26, 2018, the Company filed with the Securities and Exchange Commission (the “SEC”) and sent to its stockholders a definitive proxy statement. INVESTORS OF GNC ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE INVESTOR AND THE PROPOSED EQUITY ISSUANCE. Investors may obtain a free copy of these materials and other documents filed by GNC with the SEC at the SEC’s website at www.sec.gov, at GNC’s website at www.gnc.com or by sending a written request to GNC at GNC Holdings, Inc., 300 Sixth Avenue, Pittsburgh, Pennsylvania 15222, Attention: Secretary.
Participants in Solicitation
The Company and its directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from its stockholders in connection with the proposed equity issuance. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of the Company’s stockholders in connection with the proposed equity issuance is set forth in the Company’s definitive proxy statement for its special stockholder meeting. Additional information regarding these individuals and any direct or indirect interests they may have in the proposed equity issuance are set forth in the definitive proxy statement filed on March26, 2018 with the SEC in connection with the proposed equity issuance.
Item 5.07. Financial Statements and Exhibits.
(d) Exhibits.
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ExhibitNo. |
Description |
| 99.1 | Press release dated April25, 2018 |
EXHIBIT INDEX
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ExhibitNo. |
Description |
| 99.1 | Press release dated April25, 2018 |
GNC HOLDINGS, INC. ExhibitEX-99.1 2 d575492dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 GNC ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF STOCKHOLDERS UNTIL 10:00 AM EASTERN TIME ON MAY 9,…To view the full exhibit click here
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.