UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): May 9, 2018
Nutrisystem, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
0-28551 |
23-3012204 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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Fort Washington Executive Center, 600 Office Center Drive, Fort Washington, Pennsylvania |
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19034 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (215) 706-5300
Not Applicable
(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 (see General Instructions A.2. below):
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07Submission of Matters to a Vote of Security Holders
At the Company’s Annual Meeting, the following proposals were submitted by the Board 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 |
Election of Directors |
The stockholders elected the following individuals to serve as Directors until the Company’s 2019 Annual Meeting as follows:
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Name |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Robert F. Bernstock |
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23,015,095 |
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665,286 |
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3,621,048 |
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Paul Guyardo |
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23,539,410 |
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140,971 |
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3,621,048 |
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Michael J. Hagan |
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23,058,169 |
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622,212 |
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3,621,048 |
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Jay Herratti |
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23,602,523 |
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77,858 |
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3,621,048 |
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Michael D. Mangan |
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23,609,752 |
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70,629 |
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3,621,048 |
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Brian P. Tierney |
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22,931,300 |
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749,081 |
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3,621,048 |
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Andrea Weiss |
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23,357,212 |
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323,169 |
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3,621,048 |
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Dawn M. Zier |
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22,747,098 |
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933,283 |
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3,621,048 |
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Proposal 2 |
Advisory Vote to Approve Named Executive Officers’ Compensation |
The stockholders approved the compensation paid to the Company’s named executive officers as disclosed in the Company’s Proxy Statement as follows:
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Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
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22,796,528 |
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793,984 |
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89,869 |
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3,621,048 |
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Proposal 3 |
Advisory Vote to Ratify 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, 2018 as follows:
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Votes For |
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Votes Against |
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Votes Abstained |
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26,574,556 |
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618,685 |
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108,188 |
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 thereunto duly authorized.
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Nutrisystem, Inc. |
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Date: May 11, 2018 |
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By: |
/s/ Ralph J. Mauro |
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Name: Ralph J. Mauro |
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Title: SVP & General Counsel |
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