UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

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 4, 2014

 

 

Vitamin Shoppe, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34507   11-3664322

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

2101 91st Street

North Bergen, New Jersey 07047

(Addresses of Principal Executive Offices, including Zip Code)

(201) 868-5959

(Registrant’s Telephone Number, Including Area Code)

 

 

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)

 

¨ 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.

On June 4, 2014, the Vitamin Shoppe, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, our stockholders: (a) elected the persons listed below to serve as directors for a term of one year expiring at the 2015 Annual Meeting or until their successors are duly elected and qualified; (b) approved the compensation paid to the Company’s named executive officers; and (c) ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the 2014 fiscal year. Set forth below are the voting results for each of these proposals:

 

a. All of the director nominees were elected to serve until the Annual Meeting in 2015 or until their respective successors are duly elected and qualified.

 

Director

   For    Against    Abstain    Non-Votes

B. Michael Becker

   27,128,762    36,845    4.460    1,074,407

Catherine E. Buggeln

   27,102,321    63,321    4,425    1,074,407

Deborah M. Derby

   17,039,752    10,125,863    4,452    1,074,407

John H. Edmondson

   25,148,002    2,017,577    4,488    1,074,407

David H. Edwab

   26,949,925    215,655    4,487    1,074,407

Richard L. Markee

   26,013,822    1,151,757    4,488    1,074,407

Richard L. Perkal

   25,871,422    1,294,158    4,487    1,074,407

Beth M. Pritchard

   26,834,373    331,342    4,352    1,074,407

Katherine Savitt

   26,882,081    283,534    4,452    1,074,407

Anthony N. Truesdale

   26,075,771    1,089,980    4,316    1,074,407

 

b. An advisory (non-binding) vote approved the executive compensation of our named executive officers.

 

For

 

Against

 

Abstain

 

Non-Votes

26,602,883

  350,755   216,429   1,074,407

 

c. The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2014 fiscal year was approved.

 

For

 

Against

 

Abstain

 

Non-Votes

27,104,364

  1,136,248   3,862   -0-

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.

 

    Vitamin Shoppe, Inc.
Date: June 10, 2014     By:  

/s/ Jean W. Frydman

    Name:   Jean W. Frydman
    Title:   Senior Vice President, General Counsel and Corporate Secretary