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) June 29, 2018 (June 28, 2018)
VITAMIN SHOPPE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34507 | 11-3664322 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
300 Harmon Meadow Blvd.
Secaucus, New Jersey 07094
(Address of Principal Executive Offices, including Zip Code)
(201) 868-5959
(Registrant’s Telephone Number, including Area Code)
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 Instruction A.2. below):
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 5.07 | Submission of Matters to a Vote of Security Holders. |
| (a) | The Annual Meeting of Vitamin Shoppe, Inc. (the “Company”) was held on June 28, 2018 (the “Annual Meeting”). |
| (b) | The final voting results for each of the matters submitted to a vote of the stockholders of the Company at the Annual Meeting were as follows: |
Proposal 1 – Election of Directors.
The final results of the voting for eight (8) Directors for an annual term are set forth below:
| FOR | AGAINST | ABSTAIN | NON-VOTES | |||||
| Deborah M. Derby |
16,697,151 | 204,789 | 323,251 | 2,891,134 | ||||
| David H. Edwab |
16,557,698 | 340,392 | 327,101 | 2,891,134 | ||||
| Melvin L. Keating |
15,274,014 | 1,624,076 | 327,101 | 2,891,134 | ||||
| Guillermo G. Marmol |
16,670,124 | 231,516 | 323,551 | 2,891,134 | ||||
| Himanshu H. Shah |
16,637,229 | 265,870 | 322,092 | 2,891,134 | ||||
| Alexander W. Smith |
16,621,133 | 279,157 | 324,901 | 2,891,134 | ||||
| Timothy J. Theriault |
16,689,285 | 211,005 | 324,901 | 2,891,134 | ||||
| Sing Wang |
15,949,991 | 953,116 | 322,084 | 2,891,134 |
Proposal 2 – Advisory and Non-Binding Vote to Approve Named Executive Officer Compensation.
The Company’s stockholders approved, on an advisory, non-binding basis, the compensation of our named executive officers based upon the following votes:
| For |
Against |
Abstain |
Non-Votes | |||
| 16,468,320 | 428,134 | 328,737 | 2,891,134 |
Proposal 3 – Vote on approval of the 2018 Long-Term Incentive Plan.
The stockholders approved the 2018 Long-Term Incentive Plan based upon the following votes:
| For |
Against |
Abstain |
Non-Votes | |||
| 15,463,852 | 1,422,152 | 339,187 | 2,891,134 |
A copy of the Company’s 2018 Long-Term Incentive Plan is incorporated herein by reference to Appendix A of the Definitive Proxy Statement of the Company filed on May 18, 2018 with the Securities and Exchange Commission (the “SEC”).
Proposal 4 – Vote on Approval of the First Amendment to the 2010 Employee Stock Purchase Plan.
The stockholders approved the First Amendment to the 2010 Employee Stock Purchase Plan based upon the following votes:
| For |
Against |
Abstain |
Non-Votes | |||
| 16,568,196 | 330,193 | 326,802 | 2,891,134 |
A copy of the Company’s First Amendment to the 2010 Employee Stock Purchase Plan is incorporated herein by reference to Appendix B of the Definitive Proxy Statement of the Company filed on May 18, 2018 with the SEC.
Proposal 5 – Vote to Ratify the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the 2018 Fiscal Year.
The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2018 fiscal year based upon the following votes:
| For |
Against |
Abstain |
Non-Votes | |||
| 19,189,181 | 591,950 | 335,194 | 0 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VITAMIN SHOPPE, INC.
| ||||||||
| Date: June 29, 2018 | By: | /s/ David M. Kastin | ||||||
| Name: | David M. Kastin | |||||||
| Title: | Senior Vice President, General Counsel and | |||||||
| Corporate Secretary | ||||||||