0001193125-18-191687.txt : 20180613 0001193125-18-191687.hdr.sgml : 20180613 20180613163157 ACCESSION NUMBER: 0001193125-18-191687 CONFORMED SUBMISSION TYPE: DEFR14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180613 DATE AS OF CHANGE: 20180613 EFFECTIVENESS DATE: 20180613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vitamin Shoppe, Inc. CENTRAL INDEX KEY: 0001360530 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FOOD STORES [5400] IRS NUMBER: 113664322 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: DEFR14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-34507 FILM NUMBER: 18897049 BUSINESS ADDRESS: STREET 1: THE VITAMIN SHOPPE STREET 2: 300 HARMON MEADOW BLVD. CITY: SECAUCUS STATE: NJ ZIP: 07094 BUSINESS PHONE: 2018685959 MAIL ADDRESS: STREET 1: THE VITAMIN SHOPPE STREET 2: 300 HARMON MEADOW BLVD. CITY: SECAUCUS STATE: NJ ZIP: 07094 FORMER COMPANY: FORMER CONFORMED NAME: VS HOLDINGS, INC. DATE OF NAME CHANGE: 20060425 DEFR14A 1 d598092ddefr14a.htm DEFR14A DEFR14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14 A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. 1)

 

 

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

☐   Preliminary   ☐   Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒   Definitive Proxy Statement    
☐   Definitive Additional Materials    
☐   Soliciting Material Pursuant to §240.14a-12    

VITAMIN SHOPPE, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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☐   Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.
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Title of each class of securities to which transaction applies:

 

     

  (2)  

Aggregate number of securities to which transaction applies:

 

     

  (3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

  (4)  

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Total fee paid:

 

     

☐   Fee paid previously with preliminary materials.
☐   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1)  

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  (4)  

Date Filed:

 

     

 

 

 

 

Explanatory Note

This Amendment is being filed to make certain supplementing disclosure on Proposal 3 and Proposal 4 contained in Vitamin Shoppe, Inc.’s (the “Company”) definitive proxy statement previously filed with the Securities and Exchange Commission on May 18, 2018 (the “Original Filing”) in connection with the 2018 annual stockholders’ meeting. The remaining sections of the Original Filing are unchanged and continue in full force and effect as originally filed.

Supplementing Disclosure to the Original Filing.

In Proposals 3 and 4 of the Original Filing, we are seeking stockholder approval of the 2018 Long Term Incentive Plan (the “2018 Plan”) and an amendment to the 2010 Employee Stock Purchase Plan (the “Purchase Plan”). As more fully described in the Original Filing, eligible participants under the 2018 Plan may include (x) our employees (including our executive officers) and independent contractors, in each case, as designated by the Committee, and (y) our directors. Such participation is generally based on any such person’s position as well as present and potential contributions to the Company. With respect to the Purchase Plan, any employee that has completed at least three (3) months of employment with the Company (or its subsidiaries) may participate. As of the date hereof, the Committee has determined that approximately 5,569 employees (including our executive officers) are currently eligible for awards under the 2018 Plan, including 4,856 employees with at least three (3) months of employment with the Company (or its subsidiaries). The Committee has determined that no independent contractors are currently eligible for awards under the 2018 Plan and there are currently 12 non-employee directors of the Company, however, following our annual shareholders meeting, we expect that there will be 8 non-employee directors.