VITAMIN SHOPPE, INC. (NYSE:VSI) Files An 8-K Submission of Matters to a Vote of Security Holders

VITAMIN SHOPPE, INC. (NYSE:VSI) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The Annual Meeting of Vitamin Shoppe, Inc. (the “Company”) was held on June28, 2018 (the “Annual Meeting”).
(b) The final voting results for each of the matters submitted to a vote of the stockholders of the Company at the Annual Meeting were as follows:
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Proposal 1 – Election of Directors.

The final results of the voting for eight (8)Directors for an annual term are set forth below:

FOR AGAINST ABSTAIN NON-VOTES

Deborah M. Derby

16,697,151 204,789 323,251 2,891,134

David H. Edwab

16,557,698 340,392 327,101 2,891,134

Melvin L. Keating

15,274,014 1,624,076 327,101 2,891,134

Guillermo G. Marmol

16,670,124 231,516 323,551 2,891,134

Himanshu H. Shah

16,637,229 265,870 322,092 2,891,134

Alexander W. Smith

16,621,133 279,157 324,901 2,891,134

Timothy J. Theriault

16,689,285 211,005 324,901 2,891,134

Sing Wang

15,949,991 953,116 322,084 2,891,134

Proposal 2 – Advisory and Non-Binding Vote to Approve Named Executive Officer Compensation.

The Company’s stockholders approved, on an advisory, non-binding basis, the compensation of our named executive officers based upon the following votes:

For

Against

Abstain

Non-Votes

16,468,320 428,134 328,737 2,891,134

Proposal 3 – Vote on approval of the 2018 Long-Term Incentive Plan.

The stockholders approved the 2018 Long-Term Incentive Plan based upon the following votes:

For

Against

Abstain

Non-Votes

15,463,852 1,422,152 339,187 2,891,134

A copy of the Company’s 2018 Long-Term Incentive Plan is incorporated herein by reference to Appendix A of the Definitive Proxy Statement of the Company filed on May18, 2018 with the Securities and Exchange Commission (the “SEC”).

Proposal 4 – Vote on Approval of the First Amendment to the 2010 Employee Stock Purchase Plan.

The stockholders approved the First Amendment to the 2010 Employee Stock Purchase Plan based upon the following votes:

For

Against

Abstain

Non-Votes

16,568,196 330,193 326,802 2,891,134

A copy of the Company’s First Amendment to the 2010 Employee Stock Purchase Plan is incorporated herein by reference to Appendix B of the Definitive Proxy Statement of the Company filed on May18, 2018 with the SEC.

Proposal 5 – Vote to Ratify the Appointment of Deloitte& Touche LLP as the Company’s Independent Registered Public Accounting Firm for the 2018 Fiscal Year.

The stockholders ratified the appointment of Deloitte& Touche LLP as the Company’s independent registered public accounting firm for the 2018 fiscal year based upon the following votes:

For

Against

Abstain

Non-Votes

19,189,181 591,950 335,194
Item 5.07 Financial Statements and Exhibits.

(d) Exhibits


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.

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