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): March 27, 2015
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 27, 2015, Vitamin Shoppe, Inc., a Delaware Corporation (the “Company”), and Vitamin Shoppe Industries Inc., a New York Corporation (the “Subsidiary”), entered into an amendment (the “Galgano Amendment”) to the Employment and Non-Competition Agreement (the “Galgano Employment Agreement”) with Brenda Galgano, in her continuing capacity as Executive Vice President, Chief Financial Officer of the Company and the Subsidiary. The Galgano Amendment extends the term of the Galgano Employment Agreement through March 31, 2016, unless earlier terminated as provided in the Galgano Employment Agreement. The Galgano Amendment also provides that the Subsidiary shall continue to pay to Ms. Galgano an annual base salary of $484,100, subject to increases as may be approved by our Board of Directors.
Also on March 27, 2015, the Company and the Subsidiary entered into an amendment (the “Weiss Amendment”) to the Employment and Non-Competition Agreement (the “Weiss Employment Agreement”) with Louis H. Weiss, in his continuing capacity as Executive Vice President, Chief Merchandising and Marketing Officer of the Company and the Subsidiary. The Weiss Amendment extends the term of the Weiss Employment Agreement through March 31, 2016, unless earlier terminated as provided in the Weiss Employment Agreement. The Weiss Amendment also provides that the Subsidiary shall continue to pay to Mr. Weiss an annual base salary of $450,000, subject to increases as may be approved by our Board of Directors. In addition, the Weiss Amendment provides that Mr. Weiss shall continue to be eligible for an annual cash bonus award with a target amount of 50% of his then current base salary pursuant to the Subsidiary’s Management Incentive Program.
| ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Amendment to Employment and Non-Competition Agreement, dated March 27, by and among Vitamin Shoppe, Inc., Vitamin Shoppe Industries Inc. and Brenda Galgano. | |
| 10.2 | Amendment No. 3 to Employment and Non-Competition Agreement, dated March 27, by and among Vitamin Shoppe, Inc., Vitamin Shoppe Industries Inc. and Louis H. Weiss. | |
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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.
| Vitamin Shoppe, Inc. | ||||
| Date: March 30, 2015 | By | /s/ Jean Frydman | ||
| Name: | Jean Frydman | |||
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |||
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Exhibit 10.1
AMENDMENT TO EMPLOYMENT AND NON-COMPETITION AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”) is made as of March 27, 2015, by and among Brenda Galgano (the “Executive”), Vitamin Shoppe, Inc., a Delaware corporation (“Parent”), and Vitamin Shoppe Industries Inc., a New York corporation (the “Company”).
Reference is made to that certain Employment and Non-Competition Agreement by and among the Executive, Parent and the Company dated March 29, 2012 (the “Employment Agreement”).
WHEREAS, the parties to this Agreement desire to amend the Employment Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Section 1 of the Employment Agreement is hereby amended and restated in its entirety as follows:
“1. Position and Responsibilities. The Executive shall continue to serve as Executive Vice President, Chief Financial Officer of each of Parent and the Company and, in such capacity, shall be responsible for the general financial, affairs and management of Parent and the Company, shall perform such duties as are customarily performed by an officer with similar responsibilities of a company of a similar size, together with such other responsibilities that may be assigned to her by the Chief Executive Officer and the Board of Directors of Parent or the Company, and shall have such power and authority as shall reasonably be required to enable her to perform her duties hereunder; provided, however, that in exercising such power and authority and performing such duties, she shall at all times be subject to the authority of the Chief Executive Officer and the Board of Directors of Parent and the Company. The Executive agrees to devote substantially all of her business time, attention and services to the diligent, faithful and competent discharge of such duties for the successful operation of Parent’s and the Company’s business. Notwithstanding the foregoing, upon the approval of the Compensation Committee of Parent, the Executive may serve as a director of a publicly traded company that is not a Competitive Business (hereinafter defined), provided that such service does not interfere with the Executive’s obligations hereunder.”
2. Section 2(A) of the Employment Agreement is hereby amended and restated in its entirety as follows:
“(A) Salary. In consideration of the services to be rendered by the Executive to the Company, the Company shall continue to pay to the Executive a base salary of four hundred seventy thousand dollars ($484,100) per annum (such
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salary as it may be increased from time to time being hereinafter referred to as the “Base Salary”). Except as may otherwise be agreed, the Base Salary shall be payable in conformity with the Company’s customary practices for executive compensation as such practices shall be established or modified from time to time but shall be payable not less frequently than monthly. The Executive shall receive such increases in her Base Salary as the Board of Directors of the Company may from time to time approve in its sole discretion; provided, however, that the Executive’s Base Salary shall be reviewed not less often than annually. The Executive’s Base Salary may not be decreased without her written consent”
3. Section 3 of the Employment Agreement is hereby amended and restated in its entirety as follows:
“3. Term. The term of the Executive’s employment hereunder shall commence on the Effective Date and shall terminate on March 31, 2016 (the “Term”), unless earlier terminated as provided in Section 5 of this Agreement.”
4. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Employment Agreement.
5. This Agreement is an amendment to the Employment Agreement, and to the extent there is a discrepancy between this Agreement and the Employment Agreement, this Agreement shall control and supersede the Employment Agreement to the extent of such discrepancy. The Employment Agreement otherwise remains in full force and effect.
6. This Agreement, the Employment Agreement (as further amended by this Agreement) and those documents expressly referred to herein embody the complete agreement and understanding among the parties hereto and supersede and preempt any prior understandings, agreements or representations by or among the parties hereto, written or oral, which may have related to the subject matter hereof in any way.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of March 27, 2015.
| EXECUTIVE | ||
| /s/ Brenda Galgano | ||
| Brenda Galgano | ||
| VITAMIN SHOPPE, INC. | ||
| By: | /s/ Jean Frydman | |
| Jean Frydman Senior Vice President, General Counsel and Corporate Secretary | ||
| VITAMIN SHOPPE INDUSTRIES INC. | ||
| By: | /s/ Jean Frydman | |
| Jean Frydman Senior Vice President, General Counsel and Corporate Secretary | ||
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Exhibit 10.2
AMENDMENT NO. 3 TO EMPLOYMENT AND NON-COMPETITION AGREEMENT
THIS AMENDMENT NO. 3 TO EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”) is made as of March 27, 2015, by and among Louis H. Weiss (the “Executive”), Vitamin Shoppe, Inc., a Delaware corporation (“Parent”), and Vitamin Shoppe Industries Inc., a New York corporation (the “Company”).
Reference is made to that certain Employment and Non-Competition Agreement by and among the Executive, Parent and the Company dated January 15, 2007, as amended by that certain Amendment to Employment and Non-Competition Agreement dated December 28, 2007 and that certain Amendment No. 2 to Employment and Non-Competition Agreement dated March 29, 2012 (collectively, the “Employment Agreement”).
WHEREAS, the parties to this Agreement desire to further amend the Employment Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Section 1 of the Employment Agreement is hereby amended and restated in its entirety as follows:
“1. Position and Responsibilities. The Executive shall continue to serve as Executive Vice President, Chief Merchandising and Marketing Officer of each of Parent and the Company and, in such capacity, shall perform such duties as are customarily performed by an officer with similar responsibilities of a company of a similar size, and shall have such power and authority as shall reasonably be required to enable him to perform his duties hereunder; provided, however, that in exercising such power and authority and performing such duties, he shall at all times be subject to the authority of the Chief Executive Officer and the Board of Directors of Parent and the Company. The Executive agrees to devote substantially all of his business time, attention and services to the diligent, faithful and competent discharge of such duties for the successful operation of Parent’s and the Company’s business.”
2. Section 2(A) of the Employment Agreement is hereby amended and restated in its entirety as follows:
“(A) Salary. In consideration of the services to be rendered by the Executive to the Company, the Company shall continue to pay to the Executive a base salary of four hundred fifty thousand dollars ($450,000) per annum (such salary as it may be increased from time to time being hereinafter referred to as the “Base Salary”). Except as may otherwise be agreed, the Base Salary shall be payable in conformity with the Company’s customary practices for executive compensation as such practices shall be established or modified from time to time but shall be payable not less frequently than monthly. The Executive shall receive
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such increases in his Base Salary as the Board of Directors of the Company may from time to time approve in its sole discretion; provided, however, that the Executive’s Base Salary shall be reviewed not less often than annually. The Executive’s Base Salary may not be decreased without his written consent.”
3. Section 2(B) of the Employment Agreement is hereby amended and restated in its entirety as follows:
“(B) Bonus Compensation. For each calendar year during the term of this Agreement, the Executive shall be eligible for a cash bonus award (the “Annual Cash Bonus”) with a target amount of fifty percent (50%) of his then current Base Salary pursuant to the Company’s Management Incentive Program (“MIP”). As currently constituted the MIP is based upon (i) the Company’s satisfaction of operating objectives specified by the Company’s Board of Directors each year in its sole discretion, and (ii) individual members of management’s satisfaction of certain individual operating objectives based upon their area of responsibility as specified by the Company’s Board of Directors in their sole discretion. The Executive acknowledges that the Company reserves the right to change the structure of the Annual Cash Bonus from time to time, provided that any change shall not affect the Executive’s ability to receive an Annual Cash Bonus of up to a target amount of fifty percent (50%) of the Executive’s Base Salary. The Executive shall be paid his Annual Cash Bonus on or before March 1st of the calendar year following the year to which such bonus relates, but in all events on or before March 15th of such year. The parties hereto acknowledge that the determination of the Annual Cash Bonus for the year in which the Executive’s employment terminates (and possibly for the prior year) shall not be known on the date the Executive’s employment terminates, and, if any, shall be paid by the Company to the Executive not more than thirty (30) days after the determination thereof, but in all events on or before March 15th of the calendar year following the calendar year of termination. The Executive acknowledges and agrees that as required under law or Company policy, incentive compensation to the extent received based on erroneous information, is subject to recoupment for a three (3)-year period in the event of an accounting restatement due to material noncompliance by the Company with any financial reporting requirement under the federal securities laws.”
4. Section 3 of the Employment Agreement is hereby amended and restated in its entirety as follows:
“3. Term. The term of the Executive’s employment hereunder shall commence on the Effective Date and shall terminate on March 31, 2016 (the “Term”), unless earlier terminated as provided in Section 5 of this Agreement. For purposes of this Agreement, “Termination Date” shall mean the last day of the Term.”
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5. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Employment Agreement.
6. This Agreement is an amendment to the Employment Agreement, and to the extent there is a discrepancy between this Agreement and the Employment Agreement, this Agreement shall control and supersede the Employment Agreement to the extent of such discrepancy. The Employment Agreement otherwise remains in full force and effect.
7. This Agreement, the Employment Agreement (as further amended by this Agreement) and those documents expressly referred to herein embody the complete agreement and understanding among the parties hereto and supersede and preempt any prior understandings, agreements or representations by or among the parties hereto, written or oral, which may have related to the subject matter hereof in any way.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of March 27, 2015.
| EXECUTIVE | ||
| /s/ Louis H. Weiss | ||
| Louis H. Weiss | ||
| VITAMIN SHOPPE, INC. | ||
| By: | /s/ Jean Frydman | |
| Jean Frydman Senior Vice President, General Counsel and Corporate Secretary | ||
| VITAMIN SHOPPE INDUSTRIES INC. | ||
| By: | /s/ Jean Frydman | |
| Jean Frydman Senior Vice President, General Counsel and Corporate Secretary | ||
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