Nutrisystem, Inc. (NASDAQ:NTRI) Files An 8-K Submission of Matters to a Vote of Security Holders

Nutrisystem, Inc. (NASDAQ:NTRI) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07Submission of Matters to a Vote of Security Holders.

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On March 5, 2019, Nutrisystem, Inc. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”) in connection with the merger transaction (“Merger”) contemplated by the Agreement and Plan of Merger, dated as of December 9, 2018 (as such agreement may be amended from time to time, the “Merger Agreement”), by and among the Company, Tivity Health, Inc., a Delaware corporation (“Parent”), and Sweet Acquisition, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent.

As of the close of business on January 23, 2019, the record date for the Special Meeting, there were 29,496,562 outstanding shares of the Company’s common stock (“Company common stock”), each with one vote per share. 23,646,188 shares of Companycommon stock were represented in person or by proxy at the Special Meeting and, therefore, a quorum was present. The number of votes cast for or against, as well as abstentions and broker non-votes, if applicable, with respect to each proposal presented at the Special Meeting is set forth below:

1.Proposal to adopt the Merger Agreement.

For

Against

Abstentions

Broker Non-Votes

23,582,598

54,068

9,522

The proposal was approved, having received “for” votes from a majority of the shares of Company common stock outstanding and entitled to vote at the Special Meeting.

2.

Proposal to adjourn the Special Meeting from time to time if necessary or appropriate as determined by the Nutrisystem board of directors, including to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement at the time of the Special Meeting or in the absence of a quorum.

For

Against

Abstentions

Broker Non-Votes

21,608,916

2,025,662

11,610

The proposal was approved, having received “for” votes from a majority of the outstanding shares of Company common stock entitled to vote, in person or by proxy, at the Special Meeting.

3.

Proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable by Nutrisystem to its named executive officers in connection with, or following, the transactions contemplated by the Merger Agreement.

For

Against

Abstentions

Broker Non-Votes

15,428,061

8,198,569

19,558

The proposal was approved, having received “for” votes from a majority of the votes cast affirmatively or negatively, in person or by proxy, at the Special Meeting.

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.

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