VITAMIN SHOPPE, INC. (NYSE:VSI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
Effective April24, 2018, the Board of Directors (“Board”) of Vitamin Shoppe, Inc. (the “Company”) expanded the size of the Board to thirteen directors and appointed Mr.MelvinL. Keating, Mr.HimanshuH. Shah and Mr.Sing Wang as directors, and also nominated Mr.Keating, Mr.Shah and Mr.Wang to stand for election as part of the Company’s slate of director nominees at the Company’s 2018 annual meeting of stockholders, in each case to the previously announced (i)Cooperation Agreement, dated as of April20, 2018, by and among the Company, Shah Capital Management, Inc., Shah Capital Opportunity Fund LP and Himanshu H. Shah and (ii)Cooperation Agreement, dated as of April20, 2018, by and among the Company, Vintage Capital Management, LLC, Kahn Capital Management, LLC and Brian R. Kahn.
Mr.Keating, Mr.Shah and Mr.Wang will be compensated for their Board service in accordance with the director compensation plan and stock ownership guidelines previously approved by the Board for non-employee directors.
There are no related party transactions between the Company and each of Mr.Keating, Mr.Shah and Mr.Wang that would require disclosure under Item404(a) of Regulation S-K.
Based on the director independence listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines, the Nomination and Governance Committee and the Board affirmatively determined that Mr.Keating, Mr.Shah and Mr.Wang are independent.
Mr. Keating, Mr. Shah and Mr. Wang have not yet been appointed to any standing committees of the Board. The Company will file an amendment to this Form 8-K to disclose any such appointments after they are made.
About VITAMIN SHOPPE, INC. (NYSE:VSI)
Vitamin Shoppe, Inc. (VSI) is a multi-channel specialty retailer and contract manufacturer of vitamins, minerals, herbs, specialty supplements, sports nutrition, and other health and wellness products. The Company operates through three segments: retail, which includes Vitamin Shoppe, Super Supplements and Vitapath retail store formats; direct, which sells its products directly to consumers through the Internet, primarily at www.vitaminshoppe.com, and manufacturing, which provides custom manufacturing and private labeling of vitamin, mineral and supplement (VMS) products. The Company markets approximately 800 brands, as well as its own brands. The Company operates approximately 760 stores in over 40 states, the District of Columbia, Puerto Rico and Ontario, Canada, primarily located in retail centers and stand-alone locations. The Company also offers homeopathic remedies and weight management products.