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 1, 2011
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. |
At the Vitamin Shoppe, Inc. (“the Company”) Annual Meeting of Stockholders held on June 1, 2011 (the “Annual Meeting”), our stockholders: (a) elected the persons listed below to serve as directors for a term of one year expiring at the 2012 Annual Meeting of Stockholders and until their successors are duly elected and qualified; (b) approved the compensation paid to the Company’s named executive officers; (c) voted to recommend that the Board of Directors hold an annual advisory vote on the Company’s executive compensation; and (d) ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the 2011 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 2012 and until their respective successors are duly elected and qualified. |
| DIRECTOR |
VOTES FOR | VOTES WITHELD | BROKER NON-VOTES | |||||||||
| Richard L. Markee |
26,353,168 | 1,335,738 | 362,281 | |||||||||
| B. Michael Becker |
27,476,039 | 212,867 | 362,281 | |||||||||
| Catherine E. Buggeln |
27,564,008 | 124,898 | 362,281 | |||||||||
| John H. Edmondson |
27,560,150 | 128,756 | 362,281 | |||||||||
| David H. Edwab |
27,560,000 | 128,906 | 362,281 | |||||||||
| Douglas R. Korn |
24,420,086 | 3,268,820 | 362,281 | |||||||||
| Richard L. Perkal |
24,419,926 | 3,268,970 | 362,281 | |||||||||
| Beth M. Pritchard |
27,449,426 | 239,480 | 362,281 | |||||||||
| Katherine Savitt-Lennon |
27,564,458 | 124,448 | 362,281 | |||||||||
| Anthony N. Truesdale |
27,064,916 | 623,990 | 362,281 | |||||||||
| b. | An advisory (non-binding) vote approved the executive compensation of our named executive officers. |
| FOR |
AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||
| 27,539,819 |
143,389 | 3,698 | 362,281 | |||||||||
| c. | An advisory (non-binding) vote was held on the frequency of holding an advisory vote on the executive compensation of our named executive officers. |
| ONE YEAR |
TWO YEARS | THREE YEARS | ABSTAIN | BROKER NON-VOTES | ||||||||||||
| 18,012,975 |
131,442 | 9,543,970 | 519 | 362,281 | ||||||||||||
| d. | The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2011 fiscal year was approved. |
| FOR |
AGAINST | ABSTAIN | ||||||
| 28,047,883 |
438 | 2,866 | ||||||
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 6, 2011 | By: /s/ Brenda Galgano | |
| Name: Brenda Galgano | ||
| Title: Chief Financial Officer | ||