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
On May 22, 2018, GNC Holdings, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The following proposals were considered and voted upon by the Company’s stockholders at the Annual Meeting: (1) the election of eight directors for one-year terms expiring in 2019; (2) the approval, by non-binding advisory vote, of the compensation paid to the Company’s named executive officers in 2017; (3) the approval of the adoption of the Company’s 2018 Stock and Incentive Plan, and (4) the ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as independent auditors for the Company’s fiscal year ending December 31, 2018, as disclosed in the Company’s proxy materials for the Annual Meeting.
1. The following individuals were elected to serve as directors of the Company. Votes were cast as follows:
|
Nominee |
For |
Against |
Withheld |
Broker Non-Votes |
|
Jeffrey P. Berger |
27,694,322 |
2,796,938 |
24,239,248 |
|
|
Alan D. Feldman |
27,471,468 |
3,019,792 |
24,239,248 |
|
|
Michael F. Hines |
27,690,014 |
2,801,246 |
24,239,248 |
|
|
Amy B. Lane |
27,698,874 |
2,792,386 |
24,239,248 |
|
|
Philip E. Mallott |
27,696,077 |
2,795,183 |
24,239,248 |
|
|
Kenneth A. Martindale |
27,833,020 |
2,658,240 |
24,239,248 |
|
|
Robert F. Moran |
29,762,049 |
729,211 |
24,239,248 |
|
|
Richard J. Wallace |
27,694,928 |
2,796,332 |
24,239,248 |
2. The 2017 compensation paid to the Company’s named executive officers was approved by non-binding vote. Votes were cast as follows:
|
For |
Against |
Abstain |
Broker Non-Votes |
|
23,004,101 |
7,232,458 |
254,701 |
24,239,248 |
3. The adoption of the Company’s 2018 Stock and Incentive Plan was approved. Votes were cast as follows:
|
For |
Against |
Abstain |
Broker Non-Votes |
|
22,243,485 |
8,000,381 |
247,394 |
24,239,248 |
4. The appointment of PwC as the Company’s independent auditors for the Company’s fiscal year ending December 31, 2018 was ratified. Votes were cast as follows:
|
For |
Against |
Abstain |
|
53,325,892 |
949,888 |
454,728 |
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.
