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 | |||||