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): 06/05/2013
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
NutriSystem, Inc. (the "Company") held its annual meeting of stockholders on June 5, 2013. 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 2014 Annual Meeting of Stockholders as follows:
Name Votes For Votes Withheld Broker Non-Votes
Robert F. Bernstock 18,363,662 220,295 6,962,369
Paul Guyardo 18,417,213 166,744 6,962,369
Jay Herratti 18,398,218 185,739 6,962,369
Michael J. Hagan 18,395,800 188,157 6,962,369
Brian P. Tierney 18,000,303 583,654 6,962,369
Andrea Weiss 18,372,267 211,690 6,962,369
Stephen T. Zarrilli 18,009,821 574,136 6,962,369
Dawn M. Zier 18,402,162 181,795 6,962,369
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, 2013 as follows:
Votes For Votes Against Votes Abstained
25,300,918 195,579 49,829
Proposal 3 Approval of the Company's Named Executive Officer Executive Compensation
The stockholders approved 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
17,475,751 604,530 503,676 6,962,369
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: June 07, 2013 | | | | By: | | /s/ Ralph J. Mauro
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| | | | | | | | | Ralph J. Mauro |
| | | | | | | | | Senior VP & General Counsel |
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