united states
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: June 8, 2012
(Date of earliest event reported)
VITACOST.COM, INC.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) |
001-34468 (Commission File No.) |
37-1333024 (IRS Employer Identification No.) |
5400 Broken Sound Blvd. NW – Suite 500
Boca Raton, Florida 33487-3521
(Address of Principal Executive Offices)
(561) 982-4180
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
| £ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| £ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| £ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| £ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 8, 2012, Vitacost.com, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon were: (1) the election of a Board of Directors to serve until the next annual meeting of stockholders or until their respective successors have been elected and qualified, (2) the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditor for the fiscal year ending December 31, 2012 and (3) an advisor vote on executive compensation of our named executive officers.
| 1. | Election of a Board of Directors to serve until the next Annual Meeting of Stockholders or until their respective successors have been elected or appointed. |
| Number of Shares | |||
| Voted For | Withheld | Non-Votes | |
| Christopher S. Gaffney | 23,992,541 | 852,821 | 8,406,666 |
| Stuart Goldfarb | 24,844,052 | 1,310 | 8,406,666 |
| Jeffrey J. Horowitz | 24,827,492 | 17,870 | 8,406,666 |
| Edwin J. Kozlowski | 28,843,574 | 1,788 | 8,406,666 |
| Michael A. Kumin | 23,992,541 | 852,821 | 8,406,666 |
| Robert G. Trapp | 24,843,274 | 2,088 | 8,406,666 |
| 2. | Ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditor for the fiscal year ending December 31, 2012. |
| Voted For | Voted Against | Abstained |
| 28,427,061 | 1,010 | 5,087 |
| 3. | Advisory vote on the compensation of our named executive officers. |
| Voted For | Voted Against | Abstained | Non-Votes |
| 22,209,291 | 2,539,179 | 96,892 | 8,406,666 |
SIGNATURES
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.
Dated: June 8, 2012
| VITACOST.COM, INC. | ||
| By: | /s/ Brian D. Helman | |
| Name: Title: |
Brian D. Helman Chief Financial Officer | |