On March 3, 2013, Michael F. Devine resigned from his position on the Board of Directors (the "Board") of Nutrisystem, Inc. (the "Company") effective immediately. Prior to his resignation, Mr. Devine served on the Board's Audit Committee.

(d) Appointment of New Director

In connection with her appointment and in accordance with the Company's compensation policy for non-employee directors, the Board authorized the issuance of shares of restricted stock to Ms. Weiss with a value equal to $100,000. These shares will vest in three equal installments on the first three anniversaries of the date of grant, subject to Ms. Weiss' continued service to the Company through the applicable vesting date. Ms. Weiss' ongoing annual compensation will be consistent with that provided to the Company's other non-employee directors, as described in the Company's most recent proxy statement filed with the Securities and Exchange Commission.

Ms. Weiss, 57, is the founder and current President and Chief Executive Officer of Retail Consulting, Inc., a boutique consulting practice focused on product and brand development, consumer contact strategies, operational improvements, and turnarounds, and has served as its President and Chief Executive Officer since its formation in October 2002. She has extensive specialty retail experience having served in several senior executive positions with dELiA*s Inc., The Limited, Inc., Intimate Brands, Inc., Guess, Inc., and Ann Taylor Stores, Inc. Ms. Weiss currently serves on the board of directors of Cracker Barrel Old Country Store, Inc. and Chico's FAS, Inc. Previously, Ms. Weiss served on the boards of directors of GSI Commerce, Inc. from 2006 to 2011 and Ediets.com, Inc. from 2004 to 2009.

There are no transactions in which Ms. Weiss has an interest requiring disclosure under Item 404(a) of Regulation S-K or any family relationships requiring disclosure under Item 401(d) of Regulation S-K.

Exhibit No.        Description