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): May 10, 2017
Nutrisystem, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 0-28551 | 23-3012204 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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Fort Washington Executive Center, 600 Office Center Drive, Fort Washington, Pennsylvania | | 19034 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (215) 706-5300
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 Instructions 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)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
As described below under Item 5.07 of this Current Report on Form 8-K, at the annual meeting (the “Annual Meeting”) of the stockholders of Nutrisystem, Inc. (the “Company”) held on May 10, 2017, the Company’s stockholders approved the Second Amended and Restated Nutrisystem, Inc. 2008 Long-Term Incentive Plan (the “Plan”). The Plan had previously been approved by the Company’s Board of Directors (the “Board”), subject to stockholder approval. A detailed description of the terms of the Plan is contained in the Company’s Proxy Statement on Schedule 14A (the “Proxy Statement”) for the Annual Meeting under the caption “Proposal 4 – Approval of Second Amended and Restated Nutrisystem, Inc. 2008 Long-Term Incentive Plan” and is incorporated herein by reference.
The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the Company’s Annual Meeting, the following proposals were submitted by the Board 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 2018 Annual Meeting as follows:
Name | | Votes For | | Votes Withheld | | Broker Non-Votes |
Robert F. Bernstock | | 24,490,694 | | 139,483 | | 2,620,183 |
Paul Guyardo | | 24,592,787 | | 37,390 | | 2,620,183 |
Michael J. Hagan | | 24,377,049 | | 253,128 | | 2,620,183 |
Jay Herratti | | 24,595,047 | | 35,130 | | 2,620,183 |
Michael D. Mangan | | 24,594,902 | | 35,275 | | 2,620,183 |
Brian P. Tierney | | 24,429,984 | | 200,193 | | 2,620,183 |
Andrea M. Weiss | | 24,483,394 | | 146,783 | | 2,620,183 |
Dawn M. Zier | | 24,509,877 | | 120,300 | | 2,620,183 |
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Proposal 2 | 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 | | Broker Non-Votes |
24,302,578 | | 306,717 | | 20,882 | | 2,620,183 |
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Proposal 3 | Advisory Vote to Approve Frequency of Advisory Votes to Approve Named Executive Officers’ Compensation |
The stockholders approved the frequency of votes on the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement as follows:
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Every Year | | Every 2 Years | | Every 3 Years | | Votes Abstained | | Broker Non-Votes |
20,123,695 | | 38,130 | | 4,455,908 | | 12,444 | | 2,620,183 |
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Proposal 4 | Approval of Company’s Second Amended and Restated Nutrisystem, Inc. 2008 Long-Term Incentive Plan |
The stockholders approved the Company’s Plan as disclosed in the Company’s Proxy Statement as follows:
Votes For | | Votes Against | | Votes Abstained |
23,669,545 | | 944,159 | | 16,473 |
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Proposal 5 | Advisory Vote to Ratify 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, 2017 as follows:
Votes For | | Votes Against | | Votes Abstained |
27,084,490 | | 154,881 | | 10,989 |
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Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No.Description
| 10.1 | Second Amended and Restated Nutrisystem, Inc. 2008 Long-Term Incentive Plan. |
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 thereunto duly authorized.
| | Nutrisystem, Inc. |
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Date: May 12, 2017 | | By: | /s/ Ralph J. Mauro |
| | | Name: Ralph J. Mauro |
| | | Title: SVP & General Counsel |
Exhibit Index
Exhibit Number | | Description |
10.1 | | Second Amended and Restated Nutrisystem, Inc. 2008 Long-Term Incentive Plan. |
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