UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549
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FORM 8 K CURRENT REPORT |
Pursuant to Section 13 OR 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 6, 2012
| Nutrisystem, Inc. | ||||
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| (Exact name of registrant as specified in its charter) | ||||
| Delaware | 0-28551 | 23-3012204 | ||
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| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) | ||
| Fort Washington Executive Center | ||||
| 600 Office Center Drive | ||||
| Fort Washington, PA | 19034 | |||
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| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: 215-706-5300
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8 K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
- Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
- Soliciting material pursuant to Rule 14a 12 under the Exchange Act (17 CFR 240.14a 12)
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Pre commencement communications pursuant to Rule 14d 2(b) under the Exchange Act (17
CFR 240.14d 2(b)) -
Pre commencement communications pursuant to Rule 13e 4(c) under the Exchange Act (17 CFR
240.13e 4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders
Nutrisystem, Inc. (the “Company”) held its annual meeting of stockholders on June 6, 2012. The following proposals were submitted by the Board of Directors to a vote of the Company’s stockholders and the final results of the voting on each proposal are noted below.
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Proposal 1 |
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Election of Directors |
The stockholders elected the following individuals to serve as Directors until the Company’s 2013 Annual Meeting of Stockholders as follows:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||
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| Robert F. Bernstock | 12,729,678 | 5,125,554 | 7,240,759 | |||||
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| Michael F. Devine, III | 17,485,737 | 369,495 | 7,240,759 | |||||
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| Michael J. Hagan | 17,470,457 | 384,775 | 7,240,759 | |||||
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| Warren V. (Pete) Musser | 17,449,310 | 405,922 | 7,240,759 | |||||
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| Joseph M. Redling | 12,222,288 | 5,632,944 | 7,240,759 | |||||
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| Brian P. Tierney | 17,240,730 | 614,502 | 7,240,759 | |||||
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| Stephen T. Zarrilli | 17,255,034 | 600,198 | 7,240,759 | |||||
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| Proposal 2 | Ratification of the Appointment of Independent Registered Public Accounting Firm | |||||||
The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012 as follows:
| Votes For | Votes Against | Votes Abstained | ||
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| 24,876,900 | 187,479 | 31,162 | ||
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| Proposal 3 | Approval of Named Executive Officer Compensation | |||
The stockholders approved the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
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| 11,371,080 | 5,797,720 | 686,432 | 7,240,759 | |||
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SIGNATURE |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: June 7, 2012 |
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NUTRISYSTEM, INC. |
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By: /s/ David D. Clark Name: David D. Clark Title: Chief Financial Officer |