Nutrisystem, Inc. (NASDAQ:NTRI) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03.

On February 24, 2016, plaintiff Harold Frechter (the Plaintiff)
filed his Verified Class Action Complaint (the Complaint) in
Delaware Chancery Court (the Court) against Nutrisystem, Inc.
(the Company) and each of the members of its Board of Directors
(the Board, and collectively with the Company, the Defendants),
alleging: (i) in Count I of the Complaint, that the Board was
breaching its fiduciary duties by refusing to repeal or amend a
bylaw requiring a two-thirds stockholders vote to remove
directors (the Removal Bylaw); and (ii) in Count II of the
Complaint, that the Removal Bylaw is invalid because it violates
Section 141(k) of the Delaware General Corporation Law. On May
27, 2016, Defendants moved, to Court of Chancery Rule 12(b)(6),
to dismiss the Complaint for failure to state a claim upon which
relief can be granted. On August 9, 2016, Plaintiff moved for
summary judgment as to Count II of the Complaint and, thereafter,
Count I of the Complaint was withdrawn by stipulation as
duplicative of the relief sought in Count II. The parties fully
briefed the Motion to Dismiss and the Motion for Summary
Judgment, and on October 20, 2016 the Court heard oral argument
with respect to those motions.

On January 24, 2017, the Court issued its Memorandum Opinion and
accompanying Order denying Defendants Motion to Dismiss and
granting Plaintiffs Motion for Summary Judgment. Thereafter, the
parties engaged in arms-length negotiations regarding an award of
attorneys fees and expenses. As a result of those arms-length
negotiations, the Company agreed to pay Plaintiffs counsel an
agreed-upon amount for its fees and expenses within 10 days after
the entry of the final judgment.

As a result of the Judges Order in the litigation above, and in
accordance with resolutions duly adopted and effective as of
April 4, 2017, the Board approved an amendment (the Amendment) to
Article III, Section 4 of the Companys amended and restated
bylaws (the Bylaws) to eliminate the Removal Bylaw. As a result
of the Amendment, which became effective April 4, 2017, the
Bylaws of the Company now provide that any director may be
removed from office by the holders of a majority of the voting
power of all outstanding shares of stock of the Company entitled
to vote generally in the election of directors.

The foregoing summary does not purport to be complete and is
qualified in its entirety by reference to the Amendment, a copy
of which is attached hereto as Exhibit 3.1 and incorporated
herein by reference.

(d) Exhibits

Exhibit No.Description

About Nutrisystem, Inc. (NASDAQ:NTRI)

Nutrisystem, Inc. (Nutrisystem) is a provider of weight management products and services, including nutritionally balanced weight loss programs, multi-day kits available at retail locations and digital tools to support weight loss. The Company’s program customers purchase monthly food packages containing four-week meal plan consisting supply of breakfasts, lunches, dinners and snacks and flex meal plan recipes, which they supplement with fresh fruits, vegetables and dairy. Its customers order on an auto-delivery basis (Auto-Delivery), where it sends approximately four-week meal plan on an ongoing basis until notified of a customer’s cancellation. The Company offers its pre-selected favorites food pack or personalized plans, where customers can hand pick their entire menu or customize plans to their dietary preference. Its meal plans feature approximately 150 menu options at different price points, including frozen and ready-to-go entrees, desserts, snacks and shakes.

Nutrisystem, Inc. (NASDAQ:NTRI) Recent Trading Information

Nutrisystem, Inc. (NASDAQ:NTRI) closed its last trading session down -1.45 at 53.60 with 475,389 shares trading hands.