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 10, 2016 (June 7, 2016)
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.) |
300 Harmon Meadow Blvd.
Secaucus, New Jersey 07094
(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.
| (a) | The Annual Meeting was held on June 7, 2016. |
| (b) | The final voting results for each of the matters submitted to a vote of the stockholders at the Annual Meeting were as follows: |
Proposal 1 – Adoption and Approval of Amendment to our Certificate of Incorporation.
The amendment to our Certificate of Incorporation to remove the words “for cause” so that any of the Company’s directors may be removed, with or without cause was approved.
| For | Against | Abstain | Non-Votes | |||
| 19,844,646 | 251,637 | 9,495 | 0 |
A copy of the Company’s Amended and Restated Certificate of Incorporation, as amended by the amendment described in the preceding paragraph, is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
Proposal 2 – Election of Directors.
The final results of the voting for ten (10) Directors for an annual term are set forth below:
| FOR |
AGAINST |
ABSTAIN |
NON-VOTES | |||||
| B. Michael Becker |
18,408,778 | 878,074 | 2,209 | 816,717 | ||||
| John D. Bowlin |
18,483,177 | 803,486 | 2,398 | 816,717 | ||||
| Catherine E. Buggeln |
18,900,551 | 386,362 | 2,148 | 816,717 | ||||
| Deborah M. Derby |
18,900,641 | 386,272 | 2,148 | 816,717 | ||||
| David H. Edwab |
18,483,232 | 803,621 | 2,208 | 816,717 | ||||
| Richard L. Markee |
18,812,652 | 474,683 | 1,726 | 816,717 | ||||
| Guillermo Marmol |
19,180,380 | 104,433 | 4,248 | 816,717 | ||||
| Beth M. Pritchard |
18,904,097 | 380,716 | 4,248 | 816,717 | ||||
| Timothy Theriault |
18,817,646 | 466,995 | 4,420 | 816,717 | ||||
| Colin Watts |
18,831,270 | 99,285 | 358,506 | 816,717 | ||||
Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation.
The stockholders approved, on an advisory, non-binding basis, the compensation of our named executive officers. The final results of the voting for this proposal are set forth below:
| For | Against | Abstain | Non-Votes | |||
| 18,585,135 | 697,665 | 6,261 | 816,717 |
Proposal 4 – Ratification of Independent Registered Accounting Firm.
The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2016 fiscal year was approved.
| For | Against | Abstain | Non-Votes | |||
| 19,095,298 | 1,007,522 | 2,958 | 0 |
ITEM 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
| 3.1 | Amended and Restated Certificate of Incorporation of Vitamin Shoppe, Inc. |
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, 2016 | By | /s/ David M. Kastin | ||||
| Name: David M. Kastin | ||||||
| Title: Senior Vice President, General | ||||||
| Counsel and Corporate Secretary | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of Vitamin Shoppe, Inc. | |