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 HoldersItem 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:

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.