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
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| Date of Report (Date of Earliest Event Reported): | | May 12, 2016 |
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, Pennsylvania | | 19034 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
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| Registrant’s telephone number, including area code: | | 215-706-5300 |
Not Applicable
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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 May 12, 2016. 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.
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Proposal 1 | | Election of Directors |
The stockholders elected the following individuals to serve as Directors until the Company’s 2017 Annual Meeting of Stockholders as follows:
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| Name | | | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Robert F. Bernstock | | | | | | | 24,263,750 | | | | 133,819 | | | | 2,530,931 | |
| Paul Guyardo | | | | | | | 24,306,808 | | | | 90,761 | | | | 2,530,931 | |
| Michael J. Hagan | | | | | | | 24,298,862 | | | | 98,707 | | | | 2,530,931 | |
| Jay Herratti | | | | | | | 24,323,223 | | | | 74,346 | | | | 2,530,931 | |
| Michael D. Mangan | | | | | | | 24,324,086 | | | | 73,483 | | | | 2,530,931 | |
| Brian P. Tierney | | | | | | | 24,300,570 | | | | 96,999 | | | | 2,530,931 | |
| Andrea M. Weiss | | | | | | | 24,249,071 | | | | 148,498 | | | | 2,530,931 | |
| Dawn M. Zier | | | | | | | 24,310,586 | | | | 86,983 | | | | 2,530,931 | |
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Proposal 2 | | Ratification 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, 2016 as follows:
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| Votes For | | Votes Against | | Votes Abstained |
| 26,642,231 | | | 233,269 | | | | 53,000 | |
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Proposal 3 | | 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 | | Votes Against | | Votes Abstained | | Votes Abstained |
| 24,090,309 | | | 238,023 | | | | 69,237 | | | | 2,530,931 | |
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.
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| | | Nutrisystem, Inc. |
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| May 13, 2016 | | By: | | /s/ Ralph J. Mauro
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| | | | | Name: Ralph J. Mauro |
| | | | | Title: SVP & General Counsel |
