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 4, 2014
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. |
On June 4, 2014, the Vitamin Shoppe, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, our stockholders: (a) elected the persons listed below to serve as directors for a term of one year expiring at the 2015 Annual Meeting or until their successors are duly elected and qualified; (b) approved the compensation paid to the Company’s named executive officers; and (c) ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the 2014 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 2015 or until their respective successors are duly elected and qualified. |
| | | | | | | | |
Director | | For | | Against | | Abstain | | Non-Votes |
B. Michael Becker | | 27,128,762 | | 36,845 | | 4.460 | | 1,074,407 |
Catherine E. Buggeln | | 27,102,321 | | 63,321 | | 4,425 | | 1,074,407 |
Deborah M. Derby | | 17,039,752 | | 10,125,863 | | 4,452 | | 1,074,407 |
John H. Edmondson | | 25,148,002 | | 2,017,577 | | 4,488 | | 1,074,407 |
David H. Edwab | | 26,949,925 | | 215,655 | | 4,487 | | 1,074,407 |
Richard L. Markee | | 26,013,822 | | 1,151,757 | | 4,488 | | 1,074,407 |
Richard L. Perkal | | 25,871,422 | | 1,294,158 | | 4,487 | | 1,074,407 |
Beth M. Pritchard | | 26,834,373 | | 331,342 | | 4,352 | | 1,074,407 |
Katherine Savitt | | 26,882,081 | | 283,534 | | 4,452 | | 1,074,407 |
Anthony N. Truesdale | | 26,075,771 | | 1,089,980 | | 4,316 | | 1,074,407 |
| b. | An advisory (non-binding) vote approved the executive compensation of our named executive officers. |
| | | | | | |
For | | Against | | Abstain | | Non-Votes |
26,602,883 | | 350,755 | | 216,429 | | 1,074,407 |
| c. | The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2014 fiscal year was approved. |
| | | | | | |
For | | Against | | Abstain | | Non-Votes |
27,104,364 | | 1,136,248 | | 3,862 | | -0- |
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 10, 2014 | | | | By: | | /s/ Jean W. Frydman |
| | | | Name: | | Jean W. Frydman |
| | | | Title: | | Senior Vice President, General Counsel and Corporate Secretary |
