UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549
Pursuant to Section 13 OR 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 6, 2012
| | | Nutrisystem, Inc. | | |
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| | | (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 | | (Commission | | (I.R.S. Employer |
| of incorporation) | | File Number) | | Identification No.) |
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| Fort Washington Executive Center | | |
| 600 Office Center Drive | | |
| Fort Washington, PA | | 19034 |
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| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code:215-706-5300
(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 thefiling 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
Nutrisystem, Inc. (the “Company”) held its annual meeting of stockholders on June 6, 2012. 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.
The stockholders elected the following individuals to serve as Directors until the Company’s 2013 Annual Meeting of Stockholders as follows:
| | | Name | | Votes For | | Votes Withheld | | Broker Non-Votes |
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| Robert F. Bernstock | | 12,729,678 | | 5,125,554 | | 7,240,759 |
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| Michael F. Devine, III | | 17,485,737 | | 369,495 | | 7,240,759 |
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| Michael J. Hagan | | 17,470,457 | | 384,775 | | 7,240,759 |
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| Warren V. (Pete) Musser | | 17,449,310 | | 405,922 | | 7,240,759 |
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| Joseph M. Redling | | 12,222,288 | | 5,632,944 | | 7,240,759 |
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| Brian P. Tierney | | 17,240,730 | | 614,502 | | 7,240,759 |
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| Stephen T. Zarrilli | | 17,255,034 | | 600,198 | | 7,240,759 |
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| 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, 2012 as follows:
| Votes For | | Votes Against | | Votes Abstained |
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| 24,876,900 | | 187,479 | | 31,162 |
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| Proposal 3 | | Approval of Named Executive Officer Compensation |
The stockholders approved the compensation of 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 |
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| 11,371,080 | | 5,797,720 | | 686,432 | | 7,240,759 |
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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.
By: /s/ David D. Clark
Name: David D. Clark
Title: Chief Financial Officer
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