Vitamin Shoppe, Inc. (NYSE:VSI) Files An 8-K Entry into a Material Definitive Agreement

Vitamin Shoppe, Inc. (NYSE:VSI) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01

Entry into a Material Definitive Agreement.

On January12, 2016, Vitamin Shoppe, Inc. (the Company) entered
into an Agreement (the Original Agreement) with Carlson Capital,
L.P. and certain of its affiliates (collectively, Carlson
Capital) regarding, among other things, the membership and
composition of the Companys board of directors (the Board), to
which Carlson Capital recommended Guillermo G. Marmol for
appointment to the Board and the Board so appointed him (the 2016
Director).

On February21, 2017, the Company entered into an Agreement (the
Agreement) with Carlson Capital regarding, among other things,
the membership and composition of the Board, which amends and
restates the Original Agreement. to the Agreement, Carlson
Capital will be entitled to propose one independent nominee (the
Initial Independent Appointee), no later than March10, 2017, who
must be reasonably acceptable to the Board, for appointment as a
director of the Company. The Company has also agreed to appoint
one additional independent director (the Subsequent Independent
Appointee and, together with the Initial Independent Appointee,
the New Independent Directors) as a director of the Company.
Carlson Capital will have the right to privately recommend to the
Board one or more independent candidates for appointment as the
Subsequent Independent Appointee, which recommendations shall be
considered by the Company in good faith. The Company and Carlson
Capital will use their reasonable best efforts to ensure that the
appointments of the New Independent Directors will be completed
as promptly as practicable and no later than the earlier of
(1)April8, 2017 and (2)the mailing of the Companys definitive
proxy statement for the Companys 2017 annual meeting of
stockholders (the 2017 Annual Meeting).

The Agreement provides that the Board will be expanded by two
members (from its current size of ten members) in order to
appoint the two New Independent Directors, and the Company has
agreed to nominate the New Independent Directors and the 2016
Director for election as directors at the 2017 Annual Meeting and
use its reasonable best efforts to cause the election of such
directors at the 2017 Annual Meeting and otherwise support such
directors for election in a manner no less rigorous and favorable
than the manner in which the Company supports its other nominees
in the aggregate. The Agreement further provides that two current
directors of the Company (other than the 2016 Director and the
Initial Independent Appointee) will not be nominated for
re-election at the 2017 Annual Meeting and that immediately after
the 2017 Annual Meeting, the size of the Board will be decreased
to ten members. The Agreement also provides that from the 2017
Annual Meeting through the Companys 2018 annual meeting of
stockholders (the 2018 Annual Meeting), the size of the Board
will be no more than ten directors, except that during such
period the Company may increase the size of the Board in order to
appoint additional highly qualified independent directors,
recommended by the Companys Nomination and Governance Committee
and approved by the Board, so long as an equivalent number of
directors serving on the Board on the date of the Agreement do
not stand for re-election at the 2018 Annual Meeting. Carlson
Capital shall have the right to privately recommend to the
Nomination and Governance Committee one or more independent
candidates for appointment as such additional directors, which
recommendations shall be considered by the Company in good faith.
to the Agreement, Carlson Capital may replace the Initial
Independent Appointee and the 2016 Director in the event he or
she resigns or can no longer serve on the board due to death,
disability or other reasons before the 2018 Annual Meeting (a
Replacement), subject to such candidate being reasonably
satisfactory to the Board. In connection with their appointments
as directors, the New Independent Directors will receive the same
compensation as the Companys other non-employee directors.

From the date of the Agreement until the 30th day prior to the
advance notice deadline for making director nominations at the
2018 Annual Meeting (the Standstill Period), for so long as the
Company remains in material compliance with certain of its
obligations under the Agreement, Carlson Capital has agreed not
to, among other things, (a)acquire beneficial ownership of any
additional shares of the Company if doing so would cause Carlson
Capital to own more than 15% of the Companys common stock,
(b)solicit proxies of stockholders or conduct any other type of
referendum or become a participant in or assist any third party
in any solicitation of proxies to vote any shares of the Companys
common stock, (c)join or form a group with respect to the
Companys common stock, (d)present any proposal for consideration
for action at any stockholders meeting or seek the removal of any
board member or propose any nominee for election to the Board, or
(e)institute, solicit or join any litigation against the Company
or its present or former directors, officers or employees (other
than an action to enforce the Agreement). Carlson Capital and the
Company each also agreed not to make any statement that
constitutes an ad hominem attack on, or otherwise disparage, the
other party or its respective business, officers or directors
during the Standstill Period. Carlson Capital has also generally
agreed to vote all shares of Company common stock beneficially
owned by Carlson Capital in favor of the Companys director
nominees, the Companys auditor ratification and say-on-pay
proposals and, provided that such recommendation is unanimous and
includes the affirmative vote of the New Independent Directors
(and any Replacement), any other recommendations at the 2017
Annual Meeting (subject to certain exceptions).

Under the terms of the Agreement, if at any time Carlson Capitals
aggregate net long position in the Companys common stock is less
than 5% (the Minimum Ownership Level), the Company will not be
obligated to appoint either of the New Independent Directors (if
either of the New Independent Directors has not yet been
appointed), or appoint any Replacement, or to nominate either of
the New Independent Directors or the 2016 Director or any
Replacement for election at any meeting of stockholders which
occurs after the time at which Carlson Capital no longer
satisfies the Minimum Ownership Level.

The foregoing summary of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the
full text of the Agreement, a copy of which is attached as
Exhibit 10.1 hereto and is incorporated herein by reference.

Item7.01 Regulation FD Disclosure.

A copy of the press release related to items described in
Item1.01 above is being furnished and not filed as Exhibit 99.1
hereto.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

10.1 Agreement, dated as of February21, 2017, by and among the
Company and Carlson Capital.
99.1 Press Release of the Company, dated February21, 2017.


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.

Vitamin Shoppe, Inc. (NYSE:VSI) Recent Trading Information

Vitamin Shoppe, Inc. (NYSE:VSI) closed its last trading session up +1.05 at 22.85 with 225,820 shares trading hands.

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