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 7, 2012
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 7, 2012 (the “Annual Meeting”), our stockholders: (a) elected the persons listed below to serve as directors for a term of one year expiring at the 2013 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) approved the amendment and restatement of the 2009 Equity Incentive Plan, including performance goals; and (d) ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the 2012 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 2013 and until their respective successors are duly elected and qualified. |
| DIRECTOR |
VOTES FOR | VOTES WITHELD | BROKER NON-VOTES | |||||||||
| Richard L. Markee |
25,398,652 | 2,006,229 | 728,564 | |||||||||
| B. Michael Becker |
27,317,794 | 87,807 | 728,564 | |||||||||
| Catherine E. Buggeln |
27,382,980 | 21,901 | 728,564 | |||||||||
| John H. Edmondson |
27,316,894 | 87,987 | 728,564 | |||||||||
| David H. Edwab |
26,814,572 | 590,309 | 728,564 | |||||||||
| Richard L. Perkal |
26,561,716 | 843,165 | 728,564 | |||||||||
| Beth M. Pritchard |
27,086,468 | 318,413 | 728,564 | |||||||||
| Katherine Savitt-Lennon |
27,370,896 | 33,985 | 728,564 | |||||||||
| Anthony N. Truesdale |
27,307,718 | 97,163 | 728,564 | |||||||||
| 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. | Approval of Amendment and Restatement of the 2009 Equity Incentive Plan, including Performance Goals:. |
| FOR |
AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||
| 25,192,182 | 2,195,259 | 17,440 | 728,564 | |||||||||
| d. | The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2012 fiscal year was approved. |
| FOR |
AGAINST | ABSTAIN | ||||||
| 28,131,891 | 620 | 934 | ||||||
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 8, 2012 | By: | /s/ Jean Frydman | ||
| Name: Jean Frydman | ||||
| Title: Vice President and General Counsel | ||||