<Page>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<Table>
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED
BY RULE 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
WEIDER NUTRITION INTERNATIONAL, INC.
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</Table>
Payment of Filing Fee (Check the appropriate box):
<Table>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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</Table>
<Page>
[LOGO]
2002 SOUH 5070 WEST
SALT LAKE CITY, UTAH 84104
September 25, 2001
Dear Stockholders,
We cordially invite you to attend our 2001 Annual Meeting of Stockholders.
The meeting will be held on Tuesday, October 30, 2001, at 2:00 p.m. local time,
at Weider's headquarters located at 2002 South 5070 West, Salt Lake City, Utah.
With this letter we are including the notice for our Annual Meeting, the
proxy statement, the proxy card and the fiscal 2001 annual report. At the
meeting we will vote on the election of our Board of Directors. The Board
recommends that you vote "FOR" the nominees for directors.
Your vote is important to us and I look forward to seeing you on
October 30. Whether or not you plan to attend the Annual Meeting in person,
please complete, sign and return the attached proxy card.
Sincerely,
[LOGO]
Bruce J. Wood
President and Chief Executive Officer
<Page>
WEIDER NUTRITION INTERNATIONAL, INC.
2002 SOUTH 5070 WEST
SALT LAKE CITY, UTAH 84104
(801) 975-5000
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON TUESDAY, OCTOBER 30, 2001
<Table>
TIME: 2:00 p.m.
PLACE: Weider Nutrition International, Inc.'s Headquarters
2002 South 5070 West
Salt Lake City, Utah
MATTERS TO BE (1) To elect the Board of Directors to serve until the next
VOTED ON: annual meeting or until the election and qualification of
their respective successors; and
(2) To transact any other business properly coming before the
meeting or any adjournment or postponement of the meeting.
RECORD DATE: You may vote at the meeting if you were a stockholder at the
close of business on September 20, 2001, the record date. If on
September 20, 2001, your shares were held of record in your
brokerage firm or similar organization, you may vote at the
Annual Meeting using a valid proxy card from your brokerage firm
issued in your name.
VOTING BY PROXY: Please return your proxy as soon as possible so that your shares
can be voted at the meeting in accordance with your instructions.
For more instructions, please see the Questions and Answers
beginning on page 1 of this proxy statement and the instructions
on the proxy card.
</Table>
By Order of the Board of Directors,
[LOGO]
Daniel A. Thomson
Senior Vice President, General Counsel
and Secretary
Salt Lake City, Utah
September 25, 2001
YOUR VOTE IS IMPORTANT.
TO VOTE YOUR SHARES, PLEASE SIGN, DATE AND COMPLETE THE ENCLOSED PROXY
AND MAIL IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON.
<Page>
TABLE OF CONTENTS
<Table>
QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND THE
ANNUAL MEETING............................................ 1
PROPOSALS TO BE VOTED UPON.................................. 3
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS............. 4
BOARD OF DIRECTORS AND BOARD COMMITTEES INFORMATION......... 5
STOCK OWNERSHIP OF BENEFICIAL OWNERS, DIRECTORS AND
MANAGEMENT................................................ 7
EXECUTIVE OFFICERS.......................................... 9
COMPENSATION OF NAMED EXECUTIVE OFFICERS.................... 10
REPORT OF THE COMPENSATION COMMITTEE........................ 13
PERFORMANCE GRAPH........................................... 16
AUDIT COMMITTEE REPORT...................................... 16
SECTION 16(a) BENEFICIAL OWNERSHIP.......................... 18
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............. 18
OTHER MATTERS............................................... 20
</Table>
<Page>
QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL
AND THE ANNUAL MEETING
WHY AM I RECEIVING THESE MATERIALS?
The Board of Directors (the "BOARD") of Weider Nutrition
International, Inc. (sometimes referred to as the "COMPANY" or "WEIDER") is
providing these proxy materials for you in connection with Weider's 2001 Annual
Meeting of Stockholders which will take place on October 30, 2001. You are
invited to attend the meeting and are requested to vote on the proposals
described in this proxy statement. The Company intends to mail this proxy
statement and accompanying proxy card on or about September 28, 2001, to all
stockholders of record entitled to vote at the Annual Meeting.
WHO MAY ATTEND THE ANNUAL MEETING?
All Weider stockholders are invited to attend, including stockholders whose
shares are held by their brokerage firm or similar organization.
WHAT INFORMATION IS CONTAINED IN THESE MATERIALS?
The information included in this proxy statement relates to the proposals to
be voted on at the Annual Meeting, the voting process, the compensation of
directors and our most highly paid officers, and certain other required
information. Our Annual Report for our fiscal year 2001 (which ended May 31,
2001) is also enclosed.
WHAT AM I VOTING ON?
The election of eight nominees to our Board of Directors is the only known
matter to be voted on at the Annual Meeting.
WHAT ARE THE BOARD'S VOTING RECOMMENDATIONS?
Our Board of Directors recommends that you vote your shares "FOR" each of
the nominees to be directors.
WHO CAN VOTE AT THE ANNUAL MEETING?
Stockholders of record at the close of business on September 20, 2001 (the
"RECORD DATE") may vote at the Annual Meeting. Also, if on September 20, 2001
your shares were held in the name of your brokerage firm, you may vote at the
Annual Meeting by using a valid proxy from your brokerage firm issued in your
name.
On the Record Date, 10,562,004 shares of Class A Common Stock and 15,687,432
shares of Class B Common Stock were outstanding and entitled to vote at the
Annual Meeting, as reported by our stock transfer agent, the Bank of New York.
Stockholders are entitled to one vote for each share of Class A Common Stock and
ten votes for each share of Class B Common Stock held on the Record Date. Thus,
an aggregate of 167,436,324 votes may be cast by stockholders at the Annual
Meeting. Holders of Class A Common Stock and Class B Common Stock will vote
together as a single class on the matters that will come before the Annual
Meeting.
HOW DO I VOTE?
You may vote your shares either by proxy or in person at the Annual Meeting
(please also see the detailed instructions on your proxy card). To vote by
proxy, please complete, sign and mail the enclosed proxy card in the envelope
provided, which requires no postage for mailing in the United States. If you
return a signed proxy card but do not provide voting instructions, your shares
will be voted "FOR" the named nominees for director.
If you hold your shares in street name, you must obtain a legal proxy from
your stockbroker in order to vote at the Annual Meeting. Holding shares in
"street name" means your Weider shares are held in an account at a brokerage
firm or bank or other nominee holder and the stock certificates and record
ownership are not in your name.
<Page>
Giving a proxy will not affect your right to change your vote if you attend
the Annual Meeting and want to vote in person. We will pass out written ballots
to anyone who wants to vote at the Annual Meeting.
MAY I REVOKE MY PROXY?
You may revoke your proxy and change your vote at any time prior to the
Annual Meeting by giving written notice of your revocation to our Corporate
Secretary. You may also revoke your proxy by signing another proxy card with a
later date and submitting this later dated proxy to us before the Annual
Meeting, or voting in person at the Annual Meeting. Please note that your
attendance at the Annual Meeting will not constitute a revocation of your proxy
unless you actually vote at the Meeting.
WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?
If your shares are registered differently or are held in more than one
account, you will receive more than one proxy card. Please sign and return all
proxy cards to ensure that all of your shares are voted.
WILL MY SHARES BE VOTED IF I DO NOT SIGN AND RETURN MY PROXY CARD?
If you are the record holder of your shares and do not return your proxy
card, your shares will not be voted unless you attend the Annual Meeting in
person and vote your shares. If your shares are held in street name, your
brokerage firm may either vote your shares on "routine matters" (such as
election directors) or leave your shares unvoted. Your brokerage firm may not
vote on "non-routine matters" such as a proposal submitted by a stockholder. If
proposals to be acted upon include both routine and non-routine matters, the
broker may turn in a proxy card for uninstructed shares that votes "FOR" the
routine matters but expressly states that the broker is NOT voting on
non-routine matters. The vote with respect to the non-routine matters is known
as a "broker non-vote."
We encourage you to provide instructions to your brokerage firm by
completing the proxy that it sends to you. This will ensure that your shares are
voted at the Annual Meeting.
WHAT IS A QUORUM AND WHAT CONSTITUTES A QUORUM?
A "quorum" is the number of shares that must be present, in person or by
proxy, in order for business to be conducted at the Annual Meeting. The required
quorum for the Annual Meeting is the presence in person or by proxy of the
holders of a majority of the votes represented by shares issued and outstanding
as of September 20, 2001.
HOW ARE ABSTENTIONS AND BROKER NON-VOTES COUNTED?
Abstentions and broker non-votes will be counted for the purpose of
determining the presence or absence of a quorum. Neither abstentions nor broker
non-votes will affect the outcome of the election of directors. With respect to
any other proposals that properly come before the Annual Meeting, abstentions
will have the effect of a vote against such proposal but broker non-votes will
treated as not entitled to vote and therefore will not be counted as votes for
or against such proposals.
HOW MANY VOTES MUST THE BOARD NOMINEES RECEIVE TO BE ELECTED?
The eight nominees receiving the highest number of "yes" votes will be
elected as directors. This number is called a plurality.
WHAT HAPPENS IF A NOMINEE IS UNABLE TO STAND FOR RE-ELECTION?
The Board may, by vote, decide on reducing the size of the Board or name a
substitute nominee. If a substitute is named, shares represented by proxies may
be voted for the substitute nominee. The Company is not aware of any nominee who
is unable to stand for re-election.
2
<Page>
WHO IS PAYING FOR THIS PROXY'S SOLICITATION PROCESS?
The enclosed proxy is solicited on behalf of the Board and Weider is paying
for the entire cost of the proxy voting process. Copies of this material will be
given to banks, brokerage houses and other institutions that hold shares that
are beneficially owned by others. Weider will reimburse these banks, brokerage
houses and other institutions for their reasonable out of pocket expenses in
forwarding these proxy materials to the stockholders who are the beneficial
owners. Original solicitation of proxies by mail may be supplemented by
telephone, telegram, or personal solicitation by directors, officers, or other
employees of Weider. No additional compensation will be paid to directors,
officers or other Weider employees for soliciting proxies.
HOW CAN I FIND OUT THE RESULTS OF THE VOTING AT THE ANNUAL MEETING?
The Company will announce preliminary voting results at the Annual Meeting
and publish final results in its Quarterly Report on Form 10-Q for its second
quarter ending November 30, 2001.
WHEN ARE STOCKHOLDER PROPOSALS DUE FOR NEXT YEAR'S ANNUAL MEETING IN 2002?
It is currently contemplated that the Company's 2002 Annual Meeting of
Stockholders will be held on or about October 29, 2002. In the event that a
stockholder desires to have a proposal considered for presentation at the 2002
Annual Meeting of Stockholders, and inclusion in the proxy statement and form of
proxy used in connection with such meeting, the proposal must be forwarded in
writing to the Secretary of the Company so that it is received no later than
May 31, 2002. Any such proposal must comply with the requirements of Rule 14a-8
promulgated under the Securities Exchange Act of 1934.
If a stockholder, rather than including a proposal in the Company's proxy
statement as discussed above, commences his or her own proxy solicitation for
the 2002 Annual Meeting of Stockholders or seeks to nominate a candidate for
election or propose business for consideration at such meeting, the Company must
receive notice of such proposal on or before August 13, 2002. If the notice is
not received by August 13, 2002, it will be considered untimely under
Rule 14a-4(c)(1) of the Securities and Exchange Commission's (the "COMMISSION")
proxy rules, and the Company will have discretionary voting authority under
proxies solicited for the 2002 Annual Meeting of Stockholders with respect to
such proposal, if presented at the meeting.
Proposals and notices should be directed to the attention of the Secretary,
Weider Nutrition International, Inc., 2002 South 5070 West, Salt Lake City, Utah
84104.
PROPOSALS TO BE VOTED UPON
1. ELECTION OF DIRECTORS
The Board of Directors currently consists of nine directors of Weider who
are elected annually. As Mr. Donald Drapkin, a current director of the Company,
is not standing for reelection, the Board will consist of eight directors after
the Annual Meeting. All of the eight nominees listed below are current directors
of Weider. The Board recommends a vote "FOR" each of these nominees. The term of
office for directors elected at the 2001 Annual Meeting will expire upon the
election of the Board at the 2002 Annual Meeting when their successors are duly
elected and qualified. See the section entitled "Nominees for Election to the
Board of Directors" below for biographical information on the Board nominees.
2. OTHER BUSINESS
The Board knows of no other business for consideration at the Annual
Meeting. If other matters are properly presented at the Annual Meeting, or at
any adjournment of the meeting, Bruce J. Wood and Daniel A. Thomson will vote,
or otherwise act, on your behalf in accordance with their judgment on such
matters.
3
<Page>
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
Directors to be elected at the Annual Meeting are as follows:
<Table>
<Caption>
NAME AGE POSITION
---- -------- --------
Eric Weider 37 Chairman of the Board
George F. Lengvari 59 Vice Chairman of the Board
Bruce J. Wood 51 Chief Executive Officer, President and Director
Ronald L. Corey 62 Director
David J. Gustin 50 Director
Roger H. Kimmel 55 Director
Brian P. McDermott 44 Director
H. F. Powell 68 Director
</Table>
ERIC WEIDER has been a director of the Company since June 1989, Chairman of
the Board of Directors since August 1996 and since June 1, 1997 has been
President and Chief Executive Officer of Weider Health and Fitness, a major
stockholder of the Company. Mr. Weider also serves as a member of the board of
directors of a number of public and private companies in the United States and
Canada, including Weider Health and Fitness, Nutripeak, Inc. and Weider
Publications, a publisher of health and fitness magazines. Mr. Weider is also
the President of the Joe Weider Foundation.
GEORGE F. LENGVARI has been a director of the Company since August 1996 and
serves as Vice Chairman of the Board of Directors. Mr. Lengvari has been Vice
Chairman of Weider Health and Fitness since June 1995 and Chairman of Weider
Publications U.K. since September 1994. Prior to joining Weider Health and
Fitness, Mr. Lengvari was a partner for 22 years in the law firm Lengvari Braman
and is currently of counsel to the law firm LaPointe Rosenstein.
BRUCE J. WOOD has been Chief Executive Officer, President and a director of
the Company since June 1999. From January 1998 to December 1998, Mr. Wood was
the President and a founder of All Stick Label LLC. From 1973 to December 1997,
Mr. Wood held various management positions with divisions of Nabisco, Inc., a
manufacturer and marketer of packaged food, including President and Chief
Executive Officer of Nabisco, Ltd., President of Planters Lifesavers Company,
and Senior Vice President, Marketing of both Nabisco Biscuit Company and Del
Monte USA. Mr. Wood also serves as a director of Payge International Ltd.,
Montreal, a private company which manufactures injection molded plastic
industrial and advertising products.
RONALD L. COREY has been a director of the Company since August 1996.
Mr. Corey served as President of the Club de Hockey Canadien Inc. (the Montreal
Canadiens) and the Molson Center Inc. from 1982 through July 1999. In addition,
between 1985 and 1989, Mr. Corey held the position of Chairman of the Board and
director of the Montreal Port Corporation. Mr. Corey has previously served as
director of numerous companies, including Banque Laurentienne, Reno-Depot Inc.
and Transamerica Life Companies, an insurance and financial services company,
B2B Trust and Surefire Commerce.
DAVID J. GUSTIN has been a director of the Company since March 1999. From
March 1999 until June 1999, Mr. Gustin served as Chief Executive Officer and
President of the Company. From 1992 to June 1998, Mr. Gustin held various senior
management positions within ConAgra, Inc., including President of ConAgra
Grocery Products Companies, Hunt-Wesson Grocery Products Companies,
LaChoy/Rosarita Company and Orville Redenbacher/ Swiss Miss Company. Prior to
joining ConAgra, Inc., Mr. Gustin held various management positions with
Frito-Lay, Inc. and General Foods Corporation.
ROGER H. KIMMEL has been a director of the Company since August 1996. Prior
to January 2001, Mr. Kimmel had been a partner at the law firm of Latham &
Watkins for more than five years.
4
<Page>
Mr. Kimmel has been Vice Chairman of Rothschild, Inc., an investment banking
firm, since January 2001. Mr. Kimmel is also a director of Endo Pharmaceutical
Holdings, Inc.
BRIAN P. MCDERMOTT has been a director of the Company since June 2001.
Mr. McDermott was President, Chief Executive Officer and a director of
PartsAmerica.com from May 2000 to July 2001. Since 1988, Mr. McDermott has been
a general partner in Hancock Park Associates, a private equity firm, and has
held various management and director positions in several of the firm's
portfolio companies. Mr. McDermott held various management positions with
Leslie's Poolmart, Inc. from 1988 to May 2000, including President and/or Chief
Executive Officer from 1989 to December 1999 and Chairman of the Board from
January 2000 to May 2000. From November 1994 to December 1998, Mr. McDermott
served as Chairman of the Board of Busy Body, Inc., a specialty retailer of
fitness equipment.
H.F. POWELL has been a director of the Company since January 2000. Since
1997, Mr. Powell has been an independent consultant to various corporations.
Prior to his retirement in 1996, Mr. Powell served as Executive Vice President
and Chief Financial Officer of Nabisco, Inc. from 1994 through 1996 and
President of Nabisco International from 1989 through 1994. Throughout his
career, Mr. Powell served in various senior level finance and operating
positions including Executive Vice President of Nabisco International, Senior
Vice President and Chief Financial Officer of Nabisco Brands, President of
Nabisco Brands Canada and Senior Vice President and Chief Financial Officer of
Standard Brands.
BOARD OF DIRECTORS AND BOARD COMMITTEES INFORMATION
The business of the Company is managed under the direction of the Board of
Directors. To assist in carrying out this responsibility, the Board has
established an Executive Committee, Audit Committee and Compensation Committee.
We do not have a standing nominating committee. During fiscal 2001, the Board of
Directors met five times. Each director attended at least 75% of the aggregate
of the total number of meetings of the Board of Directors held during fiscal
2001 and the total number of meetings held during fiscal 2001 by all committees
of the Board on which that director served, except for Mr. Drapkin.
EXECUTIVE COMMITTEE
The current members of the Executive Committee are Messrs. Weider, Lengvari
and Wood. During fiscal 2001, the Executive Committee met two times. The
Executive Committee has the authority to determine questions of general policy
with regard to the business of the Company, to the extent permitted by law.
AUDIT COMMITTEE
The current members of the Audit Committee are Messrs. Powell, Corey and
McDermott. Mr. McDermott joined the Audit Committee upon his appointment to the
Board in June 2001. During fiscal 2001, the Audit Committee met seven times. The
Audit Committee's responsibilities include:
- recommending the selection of the Company's independent public auditors to
the Board of Directors;
- consulting with the independent auditors with regard to the plan and scope
of audit;
- reviewing in consultation with the independent auditors, their report of
audit or proposed report of audit and the accompanying management letter,
if any;
- reviewing the impact of new or proposed changes in accounting principles
or regulatory requirements;
5
<Page>
- consulting with the independent auditors with regard to the adequacy of
internal controls and, as appropriate, consulting with management
regarding the same; and
- such other responsibilities set forth in its Charter, a copy of which is
attached to this proxy statement as Appendix A.
COMPENSATION COMMITTEE
The current members of the Compensation Committee are Messrs. Powell and
Corey. During fiscal 2001, the Compensation Committee met four times. The
Compensation Committee's responsibilities include:
- reviewing the compensation policy for executive officers of the Company
and such other officers of the Company as directed by the Board of
Directors;
- reviewing general compensation goals and guidelines for the Company's
employees and the criteria by which bonuses to the Company's employees are
determined;
- acting as administrator of the Company's 1997 Equity Participation Plan
(the "EQUITY PLAN"); and
- performing other related functions as directed by the Board of Directors
from time to time.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 2001, Messrs. Powell and Corey served as the sole members of
the Compensation Committee. Messrs. Powell and Corey are not employees of, or
otherwise affiliated with (other than in their capacity as directors), the
Company.
During 2001, no executive officer of the Company served as a director or
member of the Compensation Committee (or other committee serving an equivalent
function) of any other entity, one of whose executive officers served as a
director or member of the Compensation Committee of the Company.
DIRECTOR COMPENSATION
Members of the Board of Directors who are not employees of the Company or
any subsidiary or parent corporation of the Company (the "INDEPENDENT
DIRECTORS") receive an annual fee of $12,000. In addition to the annual fee,
each Independent Director is entitled to receive $1,500 for each Board meeting
attended and $500 for each committee meeting attended on a day the Board is not
otherwise meeting. The Company will also reimburse all directors for their
reasonable expenses incurred in connection with their activities as directors of
the Company.
Upon appointment or election to the Board of Directors, each Independent
Director receives options to purchase 20,000 shares of Class A Common Stock at
an exercise price equal to the fair market value of the Class A Common Stock on
the date of grant and vesting in equal installments over three years.
Independent Directors are also granted options to purchase 7,000 shares of
Class A Stock upon each Annual Meeting of the Company's stockholders following
the first anniversary of the date of appointment or election to the Board of
Directors, provided the Independent Director is then still serving as a director
of the Company. These options are granted at an exercise price equal to the fair
market value of the Class A Common Stock on the date of grant and vest in equal
annual installments over three years. Messrs. Corey, Drapkin, Gustin, Kimmel,
McDermott and Powell are currently Independent Directors of the Company.
Messrs. Corey, Drapkin, Gustin and Kimmel were each granted 7,000 options in
fiscal 2001 and Mr. McDermott was granted 20,000 options upon his appointment to
the Board in June 2001. Directors who are not Independent Directors receive no
compensation for serving on the Board of Directors.
6
<Page>
STOCK OWNERSHIP OF BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT
The following table sets forth information that has been provided to Weider
regarding the beneficial ownership of Weider's Class A and Class B Common Stock
as of August 31, 2001, for:
- each person or entity who is known to Weider to beneficially own more than
5% of the outstanding shares of Class A and Class B Common Stock;
- each person who is a director of the Company and each nominee;
- each of the executive officers named in the Summary Compensation Table in
this Proxy Statement; and
- all current directors and executive officers of Weider as a group.
Except as noted, the person or entity listed has sole voting and investment
power with respect to the shares shown in this table.
<Table>
<Caption>
SHARES BENEFICIALLY OWNED(1)
--------------------------------------------- PERCENT OF
NUMBER OF SHARES PERCENT TOTAL
----------------------- ------------------- VOTING
NAME OF BENEFICIAL OWNER CLASS A(2) CLASS B CLASS A CLASS B POWER
------------------------ ---------- ---------- -------- -------- -----------
DIRECTORS AND NAMED OFFICERS:
Eric Weider(3)............................. 3,600 0 * 0% *
Bruce J. Wood.............................. 383,333 0 3.5% 0 *
Ronald L. Corey............................ 80,427 0 * 0 *
Donald G. Drapkin.......................... 23,000 0 * 0 *
David J. Gustin............................ 2,333 0 * 0 *
Roger H. Kimmel(4)......................... 42,000 0 * 0 *
George F. Lengvari(5)...................... 0 0 0 0 0%
Brian P. McDermott......................... 0 0 0 0 0
H. F. Powell............................... 6,667 0 * 0 *
Joseph W. Baty............................. 64,590 0 * 0 *
Richard A. Blair........................... 146,222 0 1.4 0 *
Jerome J. Bock............................. 0 0 0 0 0
James P. Lacey............................. 31,000 0 * 0 *
Directors and executive officers as a group
(15 persons)(3),(4),(5).................. 1,129,760 0 10.0 0 *
OTHER PRINCIPAL STOCKHOLDERS:
Weider Health and Fitness(6) .............. 0 15,687,432 0 100 93.7
21100 Erwin Street
Woodland Hills, CA 91367
Gabelli Asset Management Inc.(7) .......... 1,670,900 0 15.8 0 1.0
One Corporate Center
Rye, New York 10580
Wynnchurch Capital(8) ..................... 1,174,955 0 11.1 0 *
Two Conway Park
150 Field Dr., Suite 165
Lake Forest, IL 60045
Dimensional Fund Advisors Inc.(9) ......... 542,200 0 5.1 0 *
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
</Table>
------------------------
* Represents less than 1%.
7
<Page>
(1) Except for information based on Schedules 13D or 13G, as indicated in the
footnotes hereto, beneficial ownership is stated as of August 31, 2001, and
includes shares exercisable within 60 days of that date held by each person,
as if such shares were outstanding on that date.
(2) Includes 383,333, 23,000, 19,000, 2,333, 23,000, 6,667, 64,000, 64,000,
30,000 and 726,333 shares of Class A Common Stock which may be purchased
upon the exercise of stock options by Messrs. Wood, Corey, Drapkin, Gustin,
Kimmel, Powell, Baty, Blair, and Lacey and all current directors and
executive officers as a group, respectively.
(3) Does not include 15,687,432 shares of Class B Common Stock held by Weider
Health and Fitness. Mr. Weider is President and Chief Executive Officer of
Weider Health and Fitness. Mr. Weider disclaims beneficial ownership of such
shares.
(4) Does not include 2,000 shares of Class A Common Stock held in two trusts for
the benefit of the adult children of Mr. Kimmel, as to which shares
Mr. Kimmel has neither the power of disposition nor the power to vote.
Mr. Kimmel disclaims beneficial ownership of such shares.
(5) Does not include 232,426 shares of Class A Common Stock held by Bayonne
Settlement, a trust organized under the laws of Jersey (U.K.), of which
family members of George F. Lengvari are included among the beneficiaries.
Bayonne Settlement is administered by an independent trustee and
Mr. Lengvari has neither the power of disposition nor the power to vote the
shares. Mr. Lengvari disclaims beneficial ownership of such shares.
(6) Based on Schedule 13G filed on July 9, 1997 by Weider Health and Fitness.
(7) Based on Schedule 13D/A dated February 15, 2001. Gabelli Funds, LLC
("GABELLI FUNDS"), GAMCO Investors, Inc. ("GAMCO") and Gabelli
Advisers, Inc. ("GABELLI ADVISERS") own 300,000, 1,343,900 and 27,000 shares
of Class A Common Stock, respectively. Due to their affiliations, Gabelli
Funds is deemed to beneficially own the shares held by GAMCO and Gabelli
Advisers, and each Mario J. Gabelli, Marc J. Gabelli and Gabelli Asset
Management Inc. ("GAMI") is deemed to beneficially own the shares held by
Gabelli Funds, GAMCO and Gabelli Advisers. Subject to certain limitations,
each of Gabelli Funds, GAMCO and Gabelli Advisers has sole disposition and
voting power over the shares of Class A Common Stock held by them. Mario J.
Gabelli, Marc J. Gabelli, GAMI and Gabelli Group Capital Partners, Inc. have
indirect disposition and voting power over the shares held by Gabelli Funds,
GAMCO and Gabelli Advisers.
(8) Based on Schedule 13D/A filed on August 8, 2000 by Wynnchurch Capital, Ltd.
Wynnchurch Capital Partners, L.P. ("WYNNCHURCH US") is the record holder of
578,102 shares of Class A Common Stock and Wynnchurch Capital Partners
Canada, L.P. ("WYNNCHURCH CANADA") is the record holder of 596,853 shares of
Class A Common Stock. Along with Wynnchurch Partners, L.P. ("US GP"),
Wynnchurch Management, Inc. ("US MANAGEMENT"), Wynnchurch Partners Canada,
L.P. ("CANADA GP") and Wynnchurch GP Canada, Inc. ("CANADA MANAGEMENT"),
Wynnchurch US and Wynnchurch Canada may be considered a group with in the
meaning of Section 13(d) of the Securities Exchange Act of 1934 and, as a
result, each entity may be deemed to beneficially own the shares held by
Wynnchurch US and Wynnchurch Canada. As a result of their affiliations, each
of US GP and US Management has the sole disposition and voting power over
the shares owned by Wynnchurch US, and each of Canada GP and Canada
Management has the sole disposition and voting power over the shares owned
by Wynnchurch Canada.
(9) Based on Schedule 13G dated February 2, 2001.
8
<Page>
EXECUTIVE OFFICERS
The following table sets forth the names, ages and titles of the current
executive officers of the Company.
<Table>
<Caption>
NAME AGE POSITION
---- -------- --------
Bruce J. Wood 51 Chief Executive Officer, President and Director
Joseph W. Baty 44 Executive Vice President and Chief Financial Officer
Richard A. Blair 42 Executive Vice President--International
Thomas H. Elitharp 52 Executive Vice President--Operations
James P. Lacey 40 Executive Vice President--Sales and Marketing
Philip H. Cooper 42 Senior Vice President--Human Resources
Dr. Marta J. Draper 49 Senior Vice President--Technology
Daniel A. Thomson 37 Senior Vice President, General Counsel and Secretary
</Table>
Set forth below are descriptions of the backgrounds of the current executive
officers of the Company. For a description of the background of Mr. Wood, see
"NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS." We are not aware of any
family relationships among any of our directors and executive officers.
MR. BATY has served as Executive Vice President and Chief Financial Officer
of the Company since November 1999. From January 1997 to October 1999, Mr. Baty
served as Senior Vice President--Finance of the Company. Prior to joining the
Company, Mr. Baty was a partner at KPMG LLP, which he joined in 1984. Mr. Baty
is a certified public accountant.
MR. BLAIR has served as Executive Vice President--International of the
Company since January 2001. Mr. Blair has served in various capacities with the
Company since 1991, including Senior Vice President Sales--Costco from
July 1999 to January 2001, Executive Vice President--Sales and Marketing from
January 1997 to July 1999 and Senior Vice President--Sales from January 1994 to
January 1997. Prior to joining the Company, Mr. Blair was Director of Sales and
Marketing at Tunturi Sports Equipment Company which he joined in 1984.
MR. ELITHARP has served as Executive Vice President--Operations of the
Company since June 2001. From September 1997 to May 31, 2001, Mr. Elitharp
served as Senior Vice President--Operations of the Company. Prior to joining the
Company, Mr. Elitharp held numerous positions with Welch Food Inc. for over
18 years, most recently as Director of Operations for its East Coast
manufacturing locations.
MR. LACEY has served as Executive Vice President--Sales and Marketing of the
Company since March 2000. From July 1999 to February 2000 Mr. Lacey served as
Senior Vice President--Sales of the Company. From January 1998 to July 1999,
Mr. Lacey served as Chief Operating Officer of Everlast Nutritional Products.
From July 1996 to December 1997, Mr. Lacey was Vice President of Sales at
Powerbar, Inc. Prior to joining Powerbar, Mr. Lacey held various sales,
marketing and management positions from 1982 to 1996 with Gillette-Oral-B
Laboratories, Nestle Food Corporation, and Smith Kline-Beecham.
MR. COOPER has served as Senior Vice President--Human Resources of the
Company since July 1999. From September 1996 to June 1999, Mr. Cooper served as
Senior Vice President--Administration of the Company. Mr. Cooper is a former
partner with Deloitte & Touche and is a certified public accountant.
9
<Page>
DR. DRAPER has served as Senior Vice President--Technology of the Company
since November 1999. Prior to joining the Company, Dr. Draper was Senior
Director of Nutritional Sciences with Banner Pharmacaps from February 1999 to
October 1999. Dr. Draper is the founder and owner of Marta Draper Lifestyle
Management Inc. Services. Prior to founding Marta Draper Lifestyle
Management Inc. in 1990, Dr. Draper held various research, product development
and quality assurance domestic and international positions from 1985 to 1990
with Campbell Soup Company and from 1978 to 1985 with Nabisco Brands, Inc.
Dr. Draper holds a Ph.D. in Nutritional Biochemistry and Metablolism from
Massachusetts Institute of Technology.
MR. THOMSON has served as Senior Vice President and General Counsel of the
Company since July 1998 and Secretary since July 1999. Prior to joining the
Company, Mr. Thomson was in private law practice in the corporate and securities
departments of Latham & Watkins and LeBoeuf, Lamb, Greene & MacRae.
Mr. Thomson, a certified public accountant, was an accountant and consultant
with the firm of Price Waterhouse prior to practicing law.
COMPENSATION OF NAMED EXECUTIVE OFFICERS
The following table sets forth, for the last three fiscal years, information
regarding the annual and long-term compensation for our Chief Executive Officer
and the next four most highly compensated executive officers (based on the last
fiscal year). We sometimes refer to all of these officers as the Named Executive
Officers.
SUMMARY COMPENSATION TABLE
<Table>
<Caption>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
----------------------------------------- ------------
SECURITIES ALL OTHER
UNDERLYING ANNUAL
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OTHER(1) OPTIONS COMPENSATION(2)
--------------------------- -------- -------- -------- -------- ------------ ---------------
Bruce J. Wood(3) ............. 2001 $420,000 $218,820 -- 75,000 $184,929
Chief Executive Officer 2000 400,000 408,000 -- 600,000 456,444
And President
Joseph W. Baty ............... 2001 213,000 68,586 -- 90,000 5,214
Executive V.P. and Chief 2000 185,833 107,100 -- 45,000 5,100
Financial Officer 1999 155,000 -- -- 30,000 3,839
Richard A. Blair ............. 2001 225,000 75,405 -- 90,000 4,141
Executive V.P.-- 2000 225,000 157,500 -- -- 5,181
International 1999 225,000 25,000 -- 60,000 112,540
Jerome J. Bock(5) ............ 2001 186,999 58,812 20,648(3) -- 5,187
Executive V.P.--Operations 2000 160,269 81,266 56,280(3) 50,000 4,200
James P. Lacey(6) ............ 2001 213,000 63,410 -- 60,000 5,104
Executive V.P.--Sales 2000 170,539 96,566 91,276(3) 75,000 95,293
and Marketing
</Table>
------------------------
(1) Except as provided in footnote 4 below, perquisites are excluded as their
aggregate value do not exceed the lesser of $50,000 or 10% of the total
salary and bonus for any Named Executive Officer.
10
<Page>
(2) Except for the reimbursement of relocation and other related expenses of
$179,829 and $456,444 for Mr. Wood, $108,611 for Mr. Blair and $91,276 for
Mr. Lacey, all amounts under the heading "All Other Compensation" represent
the Company's matching contributions under its 401(k) Plan.
(3) Mr. Wood became President and Chief Executive officer of the Company
effective June 3, 1999.
(4) Mr. Bock's employment arrangement provided for the Company to reimburse him
for commuting expenses.
(5) Mr. Bock joined the Company in July 1999. He retired in June 2001.
(6) Mr. Lacey joined the Company in July 1999.
The following table shows certain information regarding stock option grants
to Named Executive Officers during fiscal 2001.
OPTION GRANTS IN LAST FISCAL YEAR(1)
<Table>
<Caption>
POTENTIAL REALIZABLE
PERCENTAGE VALUE AT
OF TOTAL ASSUMED ANNUAL RATES
NUMBER OF OPTIONS OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION
UNDERLYING EMPLOYEES EXERCISE FOR OPTION TERM(2)
OPTIONS IN FISCAL OR BASE PRICE EXPIRATION ---------------------
NAME GRANTED YEAR (PER SHARE) DATE 5% 10%
---- ---------- ----------- --------------- ---------- --------- ---------
Bruce J. Wood................. 75,000 5.6% $3.00 01/25/09 $107,427 $257,307
Joseph W. Baty................ 60,000 4.4 3.00 01/25/09 85,942 205,846
30,000 2.2 3.00 01/25/09 42,971 102,293
Richard A. Blair.............. 60,000 4.4 3.00 01/25/09 85,942 205,846
80,000 5.9 3.00 01/25/09 114,589 274,461
Jerome J. Bock................ 0 0 -- -- 0 0
James P. Lacey................ 60,000 4.4 3.00 01/25/09 85,942 205,846
</Table>
------------------------
(1) All options were granted under the Equity Plan and become exercisable in
three equal annual installments beginning on the first anniversary date of
grant, except that the grants of 30,000 shares to Mr. Baty and 80,000 shares
to Mr. Blair become exercisable 50% on the date of grant and 50% on the
first anniversary date of grant. Under the terms of the Equity Plan, the
Compensation Committee retains discretion, subject to certain restrictions,
to modify the terms of outstanding options and to reprice outstanding
options. Options are granted for a term of eight years, subject to earlier
termination in certain events. The exercise price of the grants was greater
than the closing price of the Company's Class A Common Stock on the NYSE on
the date of grant.
(2) Potential realizable value is based on the assumption that the common stock
of the Company or the capital stock of the affiliated companies appreciates
at the annual rate shown (compounded annually) from the date of grant until
the expiration of the ten-year option term. The 5% and 10% assumed rates of
appreciation are mandated by the rules of the Securities and Exchange
Commission and do not reflect the Company's estimate or projection of the
future stock prices.
11
<Page>
The following table sets forth certain information with respect to the
unexercised options to purchase shares of Class A Common Stock held by the Named
Executive Officers as of May 31, 2001. No Named Executive Officer exercised any
options during fiscal 2001.
AGGREGATED FISCAL 2001 YEAR-END OPTION VALUES
<Table>
<Caption>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AS OF MAY 31, 2001 AS OF MAY 31, 2001(1)
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
Bruce J. Wood.................................. 166,667 508,333 $0 $0
Joseph W. Baty................................. 60,000 135,000 0 0
Richard A. Blair............................... 64,000 214,000 0 0
Jerome J. Bock................................. 10,000 40,000 0 0
James P. Lacey................................. 15,000 120,000 0 0
</Table>
------------------------
(1) Based on the closing price of the Class A Stock on the New York Stock
Exchange on May 31, 2001 ($2.45), minus the exercise price of the option.
EMPLOYMENT RELATED AGREEMENTS
The Company entered into an employment agreement with Mr. Wood in
June 1999. Pursuant to his employment agreement, Mr. Wood is entitled to a base
salary of $400,000 per year (subject to annual review by the Compensation
Committee of the Board) and annual bonuses in an amount based upon the annual
performance and profitability of the Company. In addition, in the event
Mr. Wood terminates his employment for "cause" or is terminated without "cause"
(as defined in the employment agreement), he is entitled to a severance payment
in an amount equal to 100% of his base salary, plus an amount equal to the
greater of his base salary and annual bonus for the prior year. In addition,
upon such termination, or if Mr. Wood is terminated for incapacity, his options
to purchase Class A Common Stock of the Company that would have become
exercisable on the next following anniversary of the date of grant will
immediately become exercisable. Pursuant to his employment agreement, if
Mr. Wood's employment is terminated by him for "cause" or the Company terminates
his employment without "cause," he has agreed not to be employed by certain of
the Company's competitors within the territorial United States for a period of
six months. If his employment is terminated for any other reason, such
restriction will last for one year. Unless sooner terminated by the parties, the
agreement expires on May 31, 2002.
In addition to his employment agreement, the Company has an agreement with
Mr. Wood regarding certain change in control events. If Mr. Wood's employment is
terminated by him for "cause" (as defined in the employment agreement) or the
Company terminates his employment without "cause" upon the consummation of
certain change of control events, he will be entitled to receive an amount equal
to his base salary, in addition to any amount he is entitled to receive pursuant
to his employment agreement with the Company. If, upon consummation of a change
of control event, (a) Mr. Wood terminates his employment for "good reason,"
(b) the Company terminates his employment without "cause," or (c) he continues
his employment with the Company after a change of control, Mr. Wood will be
entitled to receive a retention bonus based upon the aggregate fair market value
of the Company upon the change of control.
The Company entered an agreement with Mr. Baty as of October 1999. Pursuant
to his agreements, in the event Mr. Baty terminates his employment for "good
reason" or the Company terminates his employment without "cause" (each, as
defined in the agreement), he is entitled to a severance payment in an amount
equal to 100% of his base salary, plus an amount equal to the greater of
(a) his prior year's bonus, (b) the average of his bonuses for the past three
years or (c) 30% of his
12
<Page>
base salary. In addition, upon such termination and upon certain change of
control events, his options to purchase Class A Common Stock will vest and
become exercisable.
The Company entered into an employment agreement with Mr. Blair in
June 1994, which was subsequently amended. Mr. Blair is entitled to a base
salary (subject to annual review) and bonuses in an amount based upon the annual
performance and profitability of Mr. Blair and the Company. Mr. Blair is
entitled to certain severance benefits in the event he is terminated by the
Company. If Mr. Blair's employment is terminated by the Company without cause or
by Mr. Blair upon the breach of the employment agreement by the Company, he is
entitled to a severance payment in an amount equal to 200% of his current base
salary and fiscal 2000 bonus. In addition, upon such termination, the Company
will forgive amounts outstanding under Mr. Blair's loan with the Company (see
"Certain Relationships and Related Transactions--Management Loan"). Pursuant to
his employment agreement, Mr. Blair has agreed not to be employed by certain
entities engaged in the manufacture and distribution of nutritional supplements
for a period of 24 months following the termination of his employment agreement
in certain circumstances.
Mr. Bock retired from the Company in June 2001. Pursuant to an agreement
with the Company, Mr. Bock is entitled to receive an amount equal to his fiscal
2001 annual salary and fiscal 2000 annual bonus. The amounts are to be paid
through May 2002 in accordance with Weider's customary payroll practices.
The Company entered into an employment agreement with Mr. Lacey as of
March 2000. Pursuant to his employment agreement, Mr. Lacey is entitled to a
base salary of $210,000 per year (subject to annual review by the Company's
Chief Executive Officer and the Compensation Committee) and annual bonuses in an
amount based upon the annual performance and profitability of the Company. In
addition, in the event Mr. Lacey terminates his employment for "good reason" or
is terminated by the Company without "cause" (each, as defined in the employment
agreement), he is entitled to a severance payment in an amount equal to 100% of
his base salary, plus an amount equal to the greater of the bonus he received in
the prior fiscal year and the average of his bonuses for the past three fiscal
years. In addition, upon certain change of control events, his options to
purchase Class A Common Stock of the Company will vest and immediately become
exercisable. Pursuant to his employment agreement, Mr. Lacey has agreed not to
be employed by certain entities engaged in the manufacture and distribution of
nutritional supplements within Canada and the territorial United States for a
period of one year following the termination of Mr. Lacey's employment
agreement. Unless sooner terminated by the parties, the agreement expires on
December 31, 2002.
In addition to the agreements discussed above, the Company also has
agreements with Messrs. Baty, Lacey and Blair regarding certain change in
control events. Each of Messrs. Baty, Lacey and Blair will be entitled to
receive certain payments upon the closing of certain change of control events if
he (a) terminates his employment for "good reason," (b) the Company terminates
his employment without "cause" (each, as defined in the agreements), or (c) he
continues his employment with the Company after a change of control. The amount
of any such payments are $600,000, $400,000 and $400,000 for Messrs. Baty, Lacey
and Blair, respectively.
REPORT OF THE COMPENSATION COMMITTEE
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors provides guidance and
overview for all executive compensation and benefit programs, including basic
strategies and policies. The Committee evaluates the performance of the
executive officers and determines their compensation levels in terms of salary,
bonuses, stock options and other benefits. In accordance with rules established
by the Commission, the Company is required to provide certain data and
information in regard to the
13
<Page>
compensation provided to the Company's Chief Executive Officer and the Named
Executive Officers. The Compensation Committee has prepared the following report
for inclusion in this Proxy Statement..
COMPENSATION POLICY AND COMPANY PERFORMANCE. The executive compensation
program's overall objective is to reward and retain executives with the level of
talent and ability required to prudently guide the Company's growth, maximize
the link between executive and stockholder interests through a stock option
plan, recognize individual contributions as well as overall business results and
maintain the Company's position as a leader in the nutritional supplements
market. To achieve these objectives, the Company has developed an overall
compensation strategy and specific compensation plans that tie a substantial
portion of an executive's compensation to performance.
The key elements of the Company's compensation program consist of fixed
compensation in the form of base salary and variable compensation in the forms
of bonus payments and stock option awards under the Company's Equity Plan. The
Compensation Committee's policies with respect to each of these elements,
including the bases for the compensation awarded to the Company's Chief
Executive Officer, are discussed below. In addition, while the elements of
compensation described below are considered separately, the Compensation
Committee takes into account the full compensation package afforded by the
Company to the individual, including insurance and other benefits, as well as
the programs described below.
BASE SALARIES. A competitive base salary is necessary to the development and
retention of capable management and is consistent with the Company's long-term
goals. Base salaries for executives are determined based upon the Compensation
Committee's evaluation of the responsibilities of the position held and the
experience of the individual, and by reference to historical levels of salary
paid by the Company and general economic conditions.
BONUS PAYMENTS. Targeted cash bonus payments are awarded to executives in
recognition of contributions to the business during the prior year. An
executive's contributions to the business are measured, in part, by his or her
success in meeting certain goals established by such executive and the
Compensation Committee in consultation with the Chief Executive Officer. The
aggregate amount of the bonuses awarded in any fiscal year is determined by
reference to the terms of the executive employment agreements, the Company's
competitive position, assessment of progress in attaining long-term goals and
business performance considerations.
The specific cash bonus an executive receives is dependent on the Company's
financial performance, individual performance and level of responsibility.
Assessment of an individual's relative performance is made annually based on a
number of factors, including initiative, business judgment, knowledge of the
industry, management skills and goal achievement.
AWARDS UNDER THE EQUITY PLAN. The other principal component of executives'
compensation is stock options, which are intended as a tool to attract, provide
incentive to and retain those executives who make the greatest contribution to
the business, and who can have the greatest effect on the long-term
profitability of the Company. The exercise price of the stock options is set at
a price equal to or above the market price of the Class A Common Stock at the
time of the grant. The options therefore do not have any value to the executive
unless the market price of the Class A Common Stock rises. The Compensation
Committee believes that these stock options more closely align the executives'
interests with those of its stockholders, and focus management on building
profitability and long-term stockholder value.
POLICY ON THE DEDUCTIBILITY OF COMPENSATION. Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "CODE"), limits a public company's federal
income tax deduction for compensation paid in excess of $1,000,000 to any of its
five most highly compensated executive officers. However, certain
performance-based compensation, including awards of stock options, is excluded
from the $1,000,000 limit if specific requirements are met.
14
<Page>
While the tax impact of any compensation arrangement is one factor which is
considered by the Committee, such impact is evaluated in light of the
compensation policies discussed above. The Committee's compensation
determinations have generally been designed to maximize the Company's federal
income tax deduction for possible application in future years. However, from
time to time compensation may be awarded which is not fully deductible if it is
determined that such award is consistent with the overall design of the
compensation program and in the best interests of the Company and its
stockholders.
CHIEF EXECUTIVE OFFICER COMPENSATION. The Company entered into an
employment agreement with Bruce J. Wood, its current Chief Executive Officer and
President, in June 1999. Pursuant to his employment agreement, the Company
granted Mr. Wood stock options exercisable for 600,000 shares of Class A Common
Stock and agreed to pay Mr. Wood an annual base salary of $400,000, subject to
annual review by the Board. For the fiscal year ended May 31, 2001, Mr. Wood was
paid a base salary of $420,000 and a bonus of $218,820. The minimum base salary
and annual increases set forth in Mr. Wood's employment agreement were
determined based on the Board of Directors' judgment concerning various factors,
including his level of responsibility and career experience. Although none of
these factors were given a specific weight, primary consideration was given to
his career experience. No particular formulas or measures were used. See the
description of Mr. Wood's employment agreement under "Employment Related
Agreements" above.
CONCLUSION. The Company has had, and continues to have, an appropriate and
competitive compensation program. The balance of a competitive base salary,
bonus payments and significant emphasis on long-term incentives is a foundation
designed to build stability and to support the Company's continued growth. This
report is submitted by the members of the Compensation Committee.
Members of the Compensation Committee of the Board of Directors
H.F. Powell
Ronald L. Corey
THE PRECEDING "REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE
COMPENSATION" AND THE "STOCK PERFORMANCE CHART" THAT APPEARS IMMEDIATELY
HEREAFTER SHALL NOT BE DEEMED TO BE SOLICITING MATERIAL OR TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, OR INCORPORATED BY REFERENCE
IN ANY DOCUMENTS SO FILED, EXCEPT TO THE EXTENT THAT WE SPECIFICALLY INCORPORATE
THE SAME BY REFERENCE.
15
<Page>
PERFORMANCE GRAPH
As part of the executive compensation information presented herein, the
Commission requires a comparison of stock performance for the Company with stock
performance of a broad equity market index and an appropriate industry index.
The following chart compares the cumulative total stockholder return on the
Class A Common Stock during the period from May 1, 1997 to May 31, 2001 with the
cumulative total return on Standard & Poor's 500 Index and a peer group index of
nutritional supplement companies. The comparison assumes $100 was invested on
May 1, 1997 (the first day of trading in the Class A Common Stock) in the
Class A Common Stock or in each of the foregoing indices and assumes
reinvestment of dividends, if any. The peer group used in the below stock
performance chart consists of the companies included in the Natural Business
Composite Index-TM-. The stock performance shown on the following chart is not
necessarily indicative of future performance.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<Table>
<Caption>
WEIDER NUTRITION S & P 500 NATURAL BUSINESS
INTERNATIONAL, INC. COMPOSITE INDEX
5/1/97 100 100 100
5/97 114.61 106.09 115.05
5/98 141.82 138.64 158.86
5/99 48.62 167.79 93.92
5/00 31.88 185.37 84.5
5/01 24.79 165.81 78.02
</Table>
<Table>
<Caption>
5/1/97 5/3/97 5/31/98 5/31/99 5/31/00 5/31/01
-------- -------- -------- -------- -------- --------
Weider Nutrition International, Inc...... $100 $115 $142 $ 49 $ 32 $ 25
S&P 500.................................. $100 $106 $139 $168 $185 $166
Natural Business Composite Index-TM-..... $100 $115 $159 $ 94 $ 85 $ 78
</Table>
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors is comprised of independent
directors as required by the listing standards of the New York Stock Exchange.
The current members of the Audit Committee are Mr. Powell, Mr. Corey and
Mr. McDermott, with Mr. McDermott joining the Audit Committee in June 2001 upon
his appointment to the Board of Directors. The Audit Committee operates pursuant
to a written charter adopted by the Board of Directors, a copy of which is
attached to this Proxy Statement as Appendix A.
The role of the Audit Committee is to oversee the Company's financial
reporting process on behalf of the Board of Directors. Management of the Company
has the primary responsibility for the Company's financial statements as well as
the Company's financial reporting process, principles and internal controls. The
independent auditors are responsible for performing an audit of the Company's
financial statements and expressing an opinion as to the conformity of such
financial statements with generally accepted accounting principles.
16
<Page>
In this context, the Audit Committee has reviewed and discussed the audited
financial statements of the Company as of and for the year ended May 31, 2001
with management and the independent auditors. The Audit Committee has discussed
with the independent auditors the matters required to be discussed by Statement
on Auditing Standards No. 61 (Communication with Audit Committees), as currently
in effect. In addition, the Audit Committee has received the written Standard
No. 1 (Independence Discussions with Audit Committees), as currently in effect,
and it has discussed with the auditors their independence from the Company. The
Audit Committee has also considered whether the independent auditor's provisions
of non-audit services to the Company is compatible with maintaining the
auditor's independence.
The members of the Audit Committee are not engaged in the accounting or
auditing profession and, consequently, are not experts in matters involving
auditing or accounting. In the performance of their oversight function, the
members of the Audit Committee necessarily relied upon the information,
opinions, reports and statements presented to them by management of the Company
and by the independent auditors. As a result, the Audit Committee's oversight
and the review and discussions referred to above do not assure that management
has maintained adequate financial reporting processes, principles and internal
controls, that the Company's financial statements are accurate, that the audit
of such financial statements has been conducted in accordance with generally
accepted auditing standards or that the Company's auditors meet the applicable
standards for auditor independence.
Based on the reports and discussions above, the Audit Committee recommends
to the Board of Directors that the audited financial statements be included in
the Company's Annual Report on Form 10-K for the year ended May 31, 2001.
The Audit Committee of the Board of Directors
H. F. Powell, Chairman
Ronald L. Corey
Brian P. McDermott
THE ABOVE REPORT OF THE AUDIT COMMITTEE WILL NOT BE DEEMED TO BE
INCORPORATED BY REFERENCE TO ANY FILING BY US UNDER THE SECURITIES ACT OF 1933
OR THE SECURITIES EXCHANGE ACT OF 1934, EXCEPT TO THE EXTENT THAT WE
SPECIFICALLY INCORPORATE THE SAME BY REFERENCE.
INDEPENDENT AUDITORS' FEES
AUDIT FEES
Audit services performed by Deloitte & Touche LLP during the Company's 2001
fiscal year consisted of the examination of the Company's financial statements
and services related to filings with the Commission.
Audit fees billed to the Company by Deloitte & Touche LLP for the audit of
the Company's annual financial statements for fiscal 2001 included in the
Company's Annual Report on Form 10-K totaled approximately $231,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
The Company did not engage Deloitte & Touche LLP to provide advice to the
Company regarding financial information systems design and implementation during
fiscal 2001.
17
<Page>
ALL OTHER FEES
All other fees billed to the Company by Deloitte & Touche LLP for services
rendered in fiscal 2001 totaled approximately $825,000 and were primarily for
statutory audits of subsidiaries required by local law, e-commerce consulting
fees and tax services fees for tax compliance and tax consulting.
The Audit Committee has reviewed the non-audit services provided by
Deloitte & Touche LLP and determined that the provision of these services during
fiscal 2001 is compatible with maintaining Deloitte & Touche LLP's independence.
SECTION 16(a) BENEFICIAL OWNERSHIP
Section 16(a) of the Securities Exchange Act of 1934 requires Weider's
directors and executive officers and persons who beneficially own more than 10%
of Weider's Class A Common Stock to file initial reports of ownership and
changes in ownership with the Commission and The New York Stock Exchange. These
persons and entities are also required by Commission regulations to furnish the
Company with copies of all Section 16(a) forms they file. We believe, based
solely on our review of the copies of such forms and other written
representations to us, that during the fiscal year ended May 31, 2001 all Weider
reporting persons complied with all applicable Section 16(a) filing
requirements, except that Messrs. Blair and Cooper and Dr. Draper failed to
timely file their initial Forms 3.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ADVERTISING AGREEMENT
The Company and Weider Publications, Inc., a subsidiary of Weider Health and
Fitness, are parties to an Advertising Agreement dated December 1, 1996 (the
"ADVERTISING AGREEMENT") under which the Company is obligated (pursuant to an
annually updated notification in connection with the Company's budget) to
purchase a minimum number of advertising pages in certain of the publications of
Weider Publications each month at a price below that charged to unaffiliated
third party advertisers. The Advertising Agreement has a ten-year term and is
subject to termination by either party if certain specified events occur,
including a change of control of Weider Health and Fitness or an initial public
offering of Weider Publications. During fiscal 2001, the Company paid Weider
Publications a total of approximately $1.4 million for services rendered. Weider
Health and Fitness owns all of the Company's Class B Common Stock. Eric Weider,
the Chairman of the Board of the Company, is a director of Weider Publications
and George Lengvari, a director of the Company, is Chairman of Weider
Publications U.K. and a director of Weider Health and Fitness.
TRANSFER OF INTELLECTUAL PROPERTY
In July 1985, Weider Health and Fitness and Joe Weider entered into an
agreement pursuant to which Weider Health and Fitness was granted all rights,
title and interest in and to a system of weight training known as "The Weider
System" and the exclusive right to use of the name "Joe Weider" within the
continental United States. As consideration for such grants, Weider Health and
Fitness has agreed to pay Joe Weider approximately $450,000 per year for the
rest of his lifetime (of which $250,000 is paid by the Company). Weider Health
and Fitness' right to use the "The Weider System" and "Joe Weider" survives the
death of Joe Weider. Effective September 1, 1996, Weider Health and Fitness
assigned to the Company substantially all such intellectual property. Weider
Health and Fitness retained three trademarks used in both the Company's
nutritional supplements business and Weider Health and Fitness' body building
and exercise equipment divisions; however, Weider Health and Fitness entered
into a Trademark and License Agreement granting to the Company a perpetual,
royalty-free, fully paid license to use such trademarks for its nutritional
supplements business. Weider Health and Fitness owns all of the Company's
Class B Common Stock. Mr. Eric Weider, the Chairman of the Board of Directors of
the Company, is the President, Chief Executive Officer and a director of
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Weider Health and Fitness. Mr. Lengvari, a director of the Company, is a
director of Weider Health and Fitness and Chairman of Weider Publications U.K.
INTELLECTUAL PROPERTY LICENSING AGREEMENT
Pursuant to a June 1994 agreement with Joe Weider, Ben Weider, Weider Sports
Equipment and Weider Health and Fitness, Mariz Gestao E Investimentos Limitada
("MARIZ") obtained the exclusive international rights to use the trademarks and
brand names used by Weider Health and Fitness and its affiliates on or prior to
December 1996. Pursuant to a sublicense agreement with Mariz dated December 1,
1996, the Company obtained the exclusive international worldwide right to use
these trademarks and brand names outside the United States, Canada and Mexico
(for which countries the Company owns the rights), except in Spain, Australia,
New Zealand, Japan and South Africa. Under the terms of the sublicense
agreement, the Company is required to make annual royalty payments to Mariz on
sales of products covered by the agreement in these countries. In addition, the
sublicense agreement with Mariz includes an irrevocable buy-out option
exercisable by the Company after May 31, 2002 for a purchase price equal to the
greater of $7.0 million or 6.5 times the aggregate royalties paid by the Company
in the fiscal year immediately preceding the date of the exercise of the option.
In fiscal 2001, the Company incurred royalty expense of approximately $389,000
relating to the Mariz licensing agreement. Mariz is a company incorporated under
the laws of Portugal and owned by a trust of which the family members of George
F. Lengvari, a director of the Company, are included among the beneficiaries
CERTAIN BUSINESS RELATIONSHIPS
Latham & Watkins, of which Roger H. Kimmel, a director of the Company, was a
partner until January 2001, performed legal services for the Company during
fiscal 2001. In addition, Rothschild, Inc., of which Mr. Kimmel is the Vice
Chairman, performed investment banking advisory services for the Company during
fiscal 2001.
SPONSORSHIPS
As part of its marketing strategy, the Company participates in the
sponsorship of certain body builder contracts with Weider Health and Fitness.
The Company paid a total of approximately $200,000 in connection with its
sponsorship in fiscal 2001.
IFBB AGREEMENT
On May 1, 2000, the Company entered into an agreement with the International
Federation of Bodybuilders ("IFBB"), a Canadian non-profit corporation which
supports international bodybuilding events. Pursuant to the agreement, the
Company is obligated to pay $250,000 during the first year of the agreement and
$100,000 during each of the second and third years of the agreement with respect
to the Company's sponsorship of certain IFBB bodybuilding events. In return for
such sponsorship, IFBB provides the Company with preferential advertising, booth
placement, inclusion in certain programs/ brochures, and other preferential
promotional treatment. Ben Weider, the father of Eric Weider (our directors), is
the president of IFBB. The Company incurred promotional expense of approximately
$237,500 pursuant to this agreement during fiscal 2001.
MANAGEMENT LOAN
Prior to the Company's IPO, the Company entered into Management Incentive
Agreements pursuant to which key employees were granted Performance Units as
incentive compensation. The Company's IPO triggered conversion of the
Performance Units into cash and shares of Class A Common Stock. To facilitate
the payment of individual income taxes incurred in connection with the
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conversion of the Performance Units, the Company made loans available to each
recipient. These loans bear interest at a rate of 8.0% per annum, are repayable
five years from the borrowing date and are secured by the recipient's Class A
Common Stock received upon conversion. During fiscal 2001, the Company had a
loan outstanding to Mr. Blair. At May 31, 2001, Mr. Blair had outstanding
principal loan and interest balances of approximately $290,468 and $72,110,
respectively, which amounts were the largest amounts owed by Mr. Blair during
fiscal 2001.
OTHER MATTERS
As of the date of this proxy statement, the Board of Directors knows of no
other matters that will be presented for consideration at the Annual Meeting. If
any other matters are properly brought before the meeting, it is the Board's
intention to vote on such matters in accordance with their best judgment.
By Order of the Board of Directors,
[LOGO]
Daniel A. Thomson
Senior Vice President, General Counsel
and Secretary
Salt Lake City, Utah
September 25, 2001
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APPENDIX A
WEIDER NUTRITION INTERNATIONAL, INC.
AUDIT COMMITTEE CHARTER
PURPOSE AND OBJECTIVES:
The Audit Committee is a committee of the Board of Directors which will make
such examinations as are necessary to review the corporate financial reporting
and the internal and external audits of Weider Nutrition International, Inc., a
Delaware corporation, and its subsidiaries (the "Company"), and to provide to
the Board of Directors the results of its recommendations, outline to the Board
improvements made or to be made in internal accounting controls and make the
Board aware of significant financial matters that require Board attention.
The objectives of the Audit Committee are as follows:
- to help directors discharge their responsibilities;
- to act as a communication link between directors and external and internal
auditors;
- to review the external and internal auditors' independence; and
- to maintain the credibility and objectivity of financial reports.
In addition, the Audit Committee will undertake those specific duties and
responsibilities listed below and such other duties as the Board of Directors
from time to time prescribe.
CONSTITUTION:
In 1999, the SEC and the Auditing Standards Board of the AICPA amended its
Audit Committee rules, requiring that all of the Audit Committee members shall
be independent directors.
1. The Audit Committee shall be appointed by the Board of Directors and
shall be comprised of at least three directors, each of whom are
independent of management of the Company. Members of the Audit Committee
shall be considered independent if they have no relationship that may
interfere with the exercise of their independence from management of the
Company. The Board may provide for alternate Audit Committee members who
shall be entitled to attend Committee meetings in the absence of the
members of the Audit Committee.
2. All members of the Audit Committee shall be financially literate and
have a basic understanding of finance and accounting and shall be able to
read and understand financial statements.
3. At least one member of the Audit Committee shall have accounting or
related financial management expertise as determined by the Board of
Directors in its business judgment.
4. A quorum of the Audit Committee shall be a majority of the members of
the Audit Committee.
5. The members of the Audit Committee shall choose a Chairman.
6. The Audit Committee shall meet at least four times per year or more
frequently as circumstances require. The Committee may ask members of
management or others to attend a meeting and provide pertinent
information as necessary.
7. The Audit Committee will meet at least one time per year with the
external auditors of the Company to review the external auditor's
examination and management report.
8. The external auditors shall ultimately be accountable to the Audit
Committee and the Board of Directors.
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RESPONSIBILITIES:
In meeting their responsibilities, the Audit Committee should address each
of the following matters:
EXTERNAL AUDITORS
1. Together with the Board of Directors, select, evaluate, and where
appropriate, replace the external auditor (or nominate the external
auditor to be proposed for shareholder approval in any proxy statement).
2. Approve the external auditors' compensation as negotiated by management,
and review and approve their discharge.
3. Confirm and review the independence of the external auditor.
4. Consider the external auditors' audit scope and plan.
5. Notify the external auditor that the external auditor's ultimate
accountability is to the Audit Committee and the Board of Directors.
6. Consider with management and the external auditors the rationale for
employing audit firms other than the principal external auditors on
financial accounting and reporting issues.
7. Review with the external auditors the coordination of audit efforts to
assure the effective use of audit resources.
8. Review with the external auditors any impact on the financial statements
of any new or proposed changes in accounting principles or regulatory
requirements.
9. Consider and review with the external auditors:
a. The adequacy of the Company's internal controls including
computerized information system controls and security.
b. Any related significant findings and recommendations of the external
auditors together with management's responses thereto.
10. Obtain from the external auditors a formal written statement delineating
all relationships between the external auditor and the Company,
consistent with Independence Standards Board Standard 1.
11. Actively engage in a dialogue with the external auditor with respect to
any disclosed relationships or services that may impact the objectivity
and independence of the external auditor.
12. Meet with the external auditors to discuss any matters that the Audit
Committee members or the external auditors believe should be discussed
privately with the Committee.
FINANCIAL REPORTING
1. Review with management and the external auditors at the completion of
the annual examination:
a. The Company's annual financial statements and related footnotes.
b. The external auditors' audit of the financial statements and their
report thereon.
c. Any significant changes required in executing the external auditor's
audit plan.
d. Any serious difficulties or disputes with management encountered
during the course of the audit.
e. Other matters related to the conduct of the audit which are to be
communicated to the Committee under generally accepted auditing
standards.
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f. Nature of management advisory services (including fees) provided by
the independent public accountant during the year under audit.
2. Review with management any public interim financial reporting and
consult with external auditors on such reporting as deemed necessary.
3. Review filings with the SEC or other regulatory bodies which contain the
Company's financial statements.
GENERAL RESPONSIBILITIES
1. Review, assess, and if necessary, update the Audit Committee's charter
annually.
2. Review and make recommendations to the Board regarding approval of any
conflicts of interest between management and the Company.
3. Inquire of management and the external auditors about the significant
risks or exposures and assess the steps management has taken to minimize
such risk to the Company.
4. Review policies and procedures with respect to the senior officers'
expense accounts.
5. Review, together with legal counsel, legal and regulatory matters that
may have a material impact on the financial statements.
6. Meet with management to discuss any matters that the Audit Committee
members or management believes should be discussed privately with the
Committee.
7. Report Committee actions to the Board with such recommendations as the
Committee may deem appropriate.
8. The Audit Committee shall have the power to conduct or authorize
investigations into any matter within the Audit Committee's scope of
responsibilities. The Audit Committee shall be empowered to retain
independent counsel, accountants, or others to assist it in the conduct
of any investigation.
9. The Audit Committee will perform such other functions as assigned by
law, the Company's charter or bylaws, or the Board of Directors.
In addition to the above responsibilities, the Audit Committee will undertake
such other duties as the Board of Directors delegates to it, and will report to
the Board regarding the Committee's examinations and recommendations.
REPORTS
1. The Audit Committee will prepare an annual "Audit Committee Report" for
inclusion in the Company's Annual Meeting proxy statement, stating the
following:
a. Whether the Audit Committee has reviewed and discussed the audited
financial statements with management.
b. Whether the Audit Committee has discussed with the external auditors
the matters required to be discussed by SAS 61.
c. Whether the Audit Committee has received written disclosures from the
external auditors required by Independence Standards Board Standard
No. 1., and has discussed with the external auditors the auditors'
independence.
d. Whether, based on its discussions with management and the auditors
about the above points, the Audit Committee recommended to the Board
of Directors that the financial statements be included in the Annual
Report on Form 10-K to be filed with the SEC.
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WEIDER NUTRITION INTERNATIONAL, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE 2001 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD OCTOBER 30, 2001
The undersigned hereby appoints each of Bruce J. Wood and Daniel A.
Thomson as attorneys and proxies, each with power of substitution, to vote
all shares of Class A Common Stock (the "CLASS A STOCK") and Class B Common
Stock (the "CLASS B STOCK," and together with the Class A Stock, the "COMMON
STOCK") of Weider Nutrition International, Inc. (the "COMPANY") held by the
undersigned on September 20, 2001, at the 2001 Annual Meeting of Stockholders
(the "ANNUAL MEETING") of the Company to be held October 30, 2001, at 2:00
p.m., local time, at the Company's headquarters located at 2002 South 5070
West, Salt Lake City, Utah 84104, on the proposal set forth on the reverse
side hereof and on such other matters as may properly come before the meeting
and any adjournment or postponement thereof.
The proxy holders will vote the shares represented by this proxy in the
manner indicated on the reverse side hereof. Unless a contrary direction is
indicated, the proxy holders will vote such shares FOR the proposal set forth
on the reverse side hereof. If any further matters properly come before the
Annual Meeting, it is the intention of the persons named above to vote such
proxies in accordance with their best judgment.
(Continued and to be dated and signed on the reverse side)
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The Board of Directors recommends a vote FOR the following proposals:
1. Election as directors of the Company until the next Annual Meeting and until
their successors are duly elected and qualified.
FOR ALL nominees WITHHOLD AUTHORITY to vote
listed below for ALL nominees listed below *EXCEPTIONS
/ / / / / /
Nominees: Eric Weider, George F. Lengvari, Bruce J. Wood, Ronald L. Corey,
David J. Gustin, Roger H. Kimmel, Brian P. McDermott and H. F.
Powell
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided
below.)
*Exceptions: ___________________________________________________________________
2. In the discretion of the persons acting as proxies, on such other matters as
may properly come before the Annual Meeting or any adjustment(s) or
postponement(s) thereof.
Date: ________________________, 2001
Signature: _________________________
Signature: _________________________
Note: Please sign exactly as name appears hereon. If a joint account, each joint
owner must sign. If signing for a corporation or partnership or as an
agent, attorney or fiduciary, indicate the capacity in which you are
signing.
(Please sign, date and return this proxy in the enclosed postage prepaid
envelope.)