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): 05/12/2011
NUTRI SYSTEM INC DE
(Exact name of registrant as specified in its charter)
Commission File Number: 0-28551
DE | | 23-3012204 |
(State or other jurisdiction of | | (IRS Employer |
incorporation) | | Identification No.) |
Fort Washington Executive Center
600 Office Center Drive
Fort Washington, PA 19034
(Address of principal executive offices, including zip code)
215 706 5300
(Registrant’s telephone number, including area code)
(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)
[ ] 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
Item 5.07 Submission of Matters to a Vote of Security HoldersNutrisystem, Inc. (the "Company") held its annual meeting of stockholders on May 12, 2011. 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.
Proposal 1 Election of Directors
The stockholders elected the following individuals to serve as Directors until the Company's 2012 Annual Meeting of Stockholders as follows:
Name Votes For Votes Withheld Broker Non-Votes
Robert F. Bernstock 12,877,994 3,739,400 7,297,718
Michael F. Devine, III 16,348,947 268,447 7,297,718
Laura W. Lang 16,376,890 240,504 7,297,718
Theodore J. (Ted) Leonsis 15,652,968 964,426 7,297,718
Warren V. (Pete) Musser 16,296,273 321,121 7,297,718
Joseph M. Redling 16,154,608 462,786 7,297,718
Brian P. Tierney 12,833,681 3,783,713 7,297,718
Stephen T. Zarrilli 16,368,002 249,392 7,297,718
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, 2011 as follows:
Votes For Votes Against Votes Abstained
23,733,902 148,135 33,075
Proposal 3 Advisory vote approving the compensation paid to the named executive officers of the Company
The stockholders did not approve the compensation paid to 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
6,829,511 9,642,279 145,604 7,297,718
Proposal 4 Advisory Vote on the Frequency of Holding Future Advisory Votes on Executive Compensation
The stockholders voted to hold future advisory votes on executive compensation every year as follows:
One Year Two Years Three Years Abstain Broker Non-Votes
14,857,033 104,226 1,539,420 116,715 7,297,718
SIGNATURES
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.
| | | | | | | NUTRI SYSTEM INC DE |
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| Date: May 16, 2011 | | | | By: | | /s/ David D. Clark
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| | | | | | | | | David D. Clark |
| | | | | | | | | Chief Financial Officer |
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