Great Hill Investors DFAN14A Additional proxy materials by non-management

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SECURITIES AND EXCHANGE COMMISSION

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VITACOST.COM, INC.

(Name of Registrant as Specified in its Charter)

GREAT HILL INVESTORS, LLC

GREAT HILL EQUITY PARTNERS III, L.P.

GREAT HILL EQUITY PARTNERS IV, L.P.

CHRISTOPHER S. GAFFNEY

MICHAEL A. KUMIN

(Name of Person(s) Filing Consent Statement, if Other Than the Registrant)

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The Case for Change at

Vitacost.com, Inc.

(NASDAQ: VITC)

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The

Need

for

Change

at

Vitacost.com

is

Now

•

Vitacost.com’s

June 14

th

announcement is an endorsement of

Great Hill’s long stated belief that a change in the majority of

the Board is needed

•

Vitacost

is

asking

shareholders

to

wait

until

August

26

th

to

make necessary changes to its Board, while shareholders can

vote TODAY for Great Hill’s four highly qualified nominees

•

Vitacost

is employing this delay and entrenchment tactic only

after:

–

Two

members

of

Vitacost’s

own

Board,

Allen

S.

Josephs

and

Robert

G.

Trapp, who collectively possess voting control over approximately 10% of

the common stock, indicated they support Great Hill’s slate in some manner

–

Significant pressure from other material shareholders with a vested interest

in Vitacost’s

long-term success

–

Having

hastily

tried

to

explore

a

sale

of

the

company

when

Vitacost

had

been public less than a year

•

Shareholders have every right to question the motivations of

Vitacost’s

actions

Great Hill’s Nominees Are Experienced and Aligned

with Shareholders

•

Great Hill’s candidates have the qualifications, experience

and will to address Vitacost’s

problems and put the company

on track to grow profitably and generate shareholder value

•

Great Hill’s candidates can provide real value in addressing

the significant performance issues facing Vitacost

with over

60 years of combined experience in the Internet, eCommerce

and direct marketing industries and significant executive and

board level public company experience

•

Great Hill’s candidates would be independent and provide

much needed oversight of management

•

Great Hill is a significant Vitacost

shareholder invested in the

success of the company and Great Hill’s interests are aligned

with those of ALL

shareholders

Great Hill’s Nominees = Real Change, Real Leadership

Ensure that Vitacost’s

growth & expansion plans are effectively implemented by

management

•

Maintain existing customer relationships and optimize new customer acquisition

through targeted direct marketing campaigns

•

Further automate distribution centers

•

Expand SKU count

•

Manufacture a higher proportion of products in-house

•

Integrate ERP system with existing software infrastructure

•

Identify new key leadership to manage critical manufacturing function and further

build-out senior and mid-level management

Provide appropriate Board-level input going forward, leveraging the nominees’

expertise

•

To

maintain

its

market

position

as

a

high-growth

eCommerce

company,

Vitacost

needs to expand its customer base, merchandise and cross-sell effectively, and

deliver superior customer service

•

Great Hill’s nominees have a strong track record of building strategic assets through

organic growth initiatives and accretive acquisitions, driving improved operating

performance, both in terms of revenue growth and profitability, and ultimately creating

shareholder value

Redeem the Company’s poison pill

•

Prevents long-term, growth-oriented investors from purchasing additional shares to

support the stock