Attached files
| file | filename |
|---|---|
| 8-K/A - Vitacost.com, Inc. | v191145_8k-a.htm |
| EX-3.(II)(A) - Vitacost.com, Inc. | v191145_ex3ii-a.htm |
Exhibit
99.1
Investor
Contact:
Vitacost.com
Kathleen
Reed
Director
of Investor Relations
561.982.4180
ICR,
Inc.
John
Mills
Senior
Managing Director
310.954.1105
Vitacost.com, Inc. Announces Independent
Inspector of Election Issues Final Certified Voting Results
for
Great
Hill Partners’ Consent Solicitation
BOCA
RATON, Fla., July 21, 2010 – Vitacost.com, Inc. (NASDAQ: “VITC”), a leading
online retailer and direct marketer of health and wellness products, announced
today that IVS Associates Inc., a nationally recognized independent inspector of
election previously engaged by the Company, has confirmed the validity and
completed its tabulation of all written consents obtained by Great Hill
Investors, LLC, Great Hill Equity Partners III, L.P. and Great Hill Equity
Partners IV, L.P. (collectively, “GHP”). Such written consents were delivered to
the Company on July 15, 2010 pursuant to GHP’s previously announced consent
solicitation.
IVS has
certified in its written final report issued earlier today that GHP has obtained
valid, affirmative votes from holders of record, as of June 2, 2010, of
approximately 55% of the Company’s outstanding common stock. Accordingly, such
votes are sufficient under applicable Delaware law and the Company’s Amended and
Restated Certificate of Incorporation and Bylaws to approve each of GHP’s
proposals to (i) amend the Company’s Bylaws to permit the holders of the
Company’s common stock to fill vacancies on the Company’s Board of Directors;
(ii) remove from the Company’s Board of Directors, without cause, each of
Messrs. Eran Ezra, Stewart L. Gitler, David N. Ilfeld and Lawrence A. Pabst; and
(iii) elect as new directors of the Company, to serve until their successors are
duly elected and qualified, each of Messrs. Christopher S. Gaffney, Mark A.
Jung, Michael A. Kumin and Jeffrey M. Stibel.
The
Company and GHP have accepted the accuracy of IVS’ vote tabulation and will not
contest the voting results or IVS’ certification. Accordingly, all of
GHP’s proposals in its consent solicitation have been approved by the Company’s
stockholders and are now binding and effective.
Ira P.
Kerker, the Company’s Chief Executive Officer, remarked “The Company’s
stockholders have spoken and we respect their decision. Vitacost looks forward
to working collaboratively with its new Board to achieve the objective of
growing the Company and enhancing its value for the benefit of all
stockholders.”
Michael
A. Kumin, Partner at Great Hill Partners, stated “This is a positive step
forward for Vitacost and its stockholders and other key stakeholders. We are
confident that the newly comprised Board has the experience and expertise
necessary to help Vitacost realize its full potential as a market leader. We
look forward to working with Vitacost’s talented and dedicated team members to
bring about the future success of the Company.”
About
Vitacost.com, Inc.
Vitacost.com,
Inc. (Symbol: VITC) is a leading online retailer and direct marketer of health
and wellness products, including dietary supplements such as vitamins, minerals,
herbs or other botanicals, amino acids and metabolites, as well as cosmetics,
organic body and personal care products, sports nutrition and health foods.
Vitacost.com, Inc. sells these products directly to consumers through its
website, www.vitacost.com, as
well as through its catalogs. Vitacost.com, Inc. strives to offer its customers
the broadest product selection of healthy living products, while providing
superior customer service and timely and accurate delivery.