Vitamin Shoppe (VSI) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 7, 2012

Vitamin Shoppe, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34507	11-3664322
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

2101 91st Street

North Bergen, New Jersey 07047

(Addresses of Principal Executive Offices, including Zip Code)

(201) 868-5959

(Registrant’s Telephone Number, Including Area Code)

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.

At the Vitamin Shoppe, Inc. (“the Company”) Annual Meeting of Stockholders held on June 7, 2012 (the “Annual Meeting”), our stockholders: (a) elected the persons listed below to serve as directors for a term of one year expiring at the 2013 Annual Meeting of Stockholders and until their successors are duly elected and qualified; (b) approved the compensation paid to the Company’s named executive officers; (c) approved the amendment and restatement of the 2009 Equity Incentive Plan, including performance goals; and (d) ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the 2012 fiscal year. Set forth below are the voting results for each of these proposals:

a. All of the director nominees were elected to serve until the Annual Meeting in 2013 and until their respective successors are duly elected and qualified.

DIRECTOR	VOTES FOR		VOTES WITHELD		BROKER NON-VOTES
Richard L. Markee		25,398,652		2,006,229		728,564
B. Michael Becker		27,317,794		87,807		728,564
Catherine E. Buggeln		27,382,980		21,901		728,564
John H. Edmondson		27,316,894		87,987		728,564
David H. Edwab		26,814,572		590,309		728,564
Richard L. Perkal		26,561,716		843,165		728,564
Beth M. Pritchard		27,086,468		318,413		728,564
Katherine Savitt-Lennon		27,370,896		33,985		728,564
Anthony N. Truesdale		27,307,718		97,163		728,564

b. An advisory (non-binding) vote approved the executive compensation of our named executive officers.

FOR	AGAINST		ABSTAIN		BROKER NON-VOTES
27,539,819		143,389		3,698		362,281

c. Approval of Amendment and Restatement of the 2009 Equity Incentive Plan, including Performance Goals:.

FOR	AGAINST		ABSTAIN		BROKER NON-VOTES
25,192,182		2,195,259		17,440		728,564

d. The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2012 fiscal year was approved.

FOR	AGAINST		ABSTAIN
28,131,891		620		934

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.

	Vitamin Shoppe, Inc.
Date: June 8, 2012	By:	/s/ Jean Frydman
	Name: Jean Frydman
	Title: Vice President and General Counsel