ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 1, 2018, Vitamin Shoppe, Inc. (the “Company”) reported that David Mock will become the Executive Vice President—Chief Merchandising and Marketing Officer, effective July 30, 2018. Mr. Mock, 58, has served as consultant to the Company since January 12, 2018.
Prior to joining the Company, Mr. Mock served as President of D Mock Retail Rebuild Ltd. since January, 2014. Prior to founding D Mock Retail Rebuild Ltd., he served as Chief Merchandising & Marketing Officer for Earth Fare from 2014 until 2016. From 2012 through 2013, Mr. Mock served as Senior Vice President Merchandising, Global Sourcing and Innovation Officer for Canadian Tire Retail. Prior to joining Canadian Tire Retail, Mr. Mock served as Senior Vice President Merchandising, Hardlines, Consumables, Pharmacy, Haba/Cosmetics for Zellers from 2008 to 2012. From 1983 through 2007, Mr. Mock held various positions at Loblaw Companies Limited, the last being Senior Vice President Food Merchandising and Marketing in 2007. Mr. Mock is a graduate of the University of Toronto.
In connection with Mr. Mock’s employment as Executive Vice President—Chief Merchandising and Marketing Office of the Company, Mr. Mock will be entitled to receive: (i) an annual base salary of $500,000; (ii) a cash signing bonus of $500,000 (subject to continued service for two years); (iii) a target annual bonus opportunity equal to 50% of his eligible earnings; and (iv) equity grants valued at $500,000 in the aggregate as of the grant date, comprised of 31,250 restricted stock units, vesting 50% on the second anniversary of the award date and 50% on the third anniversary of the award date and 31,250 performance share units, vesting in December 2020 (the “Inducement Award”). A copy of the respective restricted stock unit agreement and performance share unit grant forms comprising the Inducement Award are attached hereto as Exhibits 10.1 and 10.2, respectively. The Inducement Award generally incorporate the terms of the Vitamin Shoppe 2018 Long-Term Incentive Plan (the “2018 Plan”), provided that as a technical matter, the Inducement Award will be granted in reliance on the employment inducement exemption under NYSE 303A.08 and, therefore, will not be technically settled in shares from the 2018 Plan.
The foregoing summary of the terms of Mr. Mock’s employment does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter Agreement, dated as of January 12, 2018, by and between David Mock, and the Company (the “Offer Letter”), a copy of which is attached as Exhibit 10.3 hereto, and the Inducement Award.
ITEM 7.01 Regulation FD Disclosure.
On August 1, 2018, the Company issued a press release announcing Mr. Mock’s appointment. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form8-K and the information contained therein is incorporated herein by reference.
