8-K

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):

May 17, 2018

GNC HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware (State of Incorporation) 001-35113 (Commission File Number) 20-8536244 (IRS Employer Identification No.)

300 Sixth Avenue

Pittsburgh, Pennsylvania 15222

(Address of principal executive offices, including zip code)

(412) 288-4600

(Registrant’s telephone number, including area code)

N/A

(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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

______________________________________________________________________________

Item 5.07 Submission of Matters to a Vote of Security Holders

The special meeting of stockholders of GNC Holdings, Inc. (the “Company”) was reconvened on May 17, 2018 at 10:00 a.m. Eastern Time (the “Special Meeting”), after having been called to order and adjourned on April 25, 2018 and reconvened and adjourned on May 9, 2018, for the stockholders to vote on the following proposal:

In accordance with Section 312.03 of the NYSE Listed Company Manual, the issuance by the Company to Harbin Pharmaceutical Group Holdings Co., Ltd. (the “Investor”) in a private placement of 299,950 shares of a newly created series of convertible preferred stock (the “Convertible Preferred Stock”) of the Company, which will include the right to (i) at the option of the Investor, convert such Convertible Preferred Stock into shares of the Company's Class A common stock, par value $0.001 per share (the “Common Stock”), and (ii) receive additional shares of Convertible Preferred Stock or an increase in the stated value of the Convertible Preferred Stock as a result of the payment of non-cash dividends (the “Proposal”).

The Proposal was approved with votes cast as follows:

For	Against	Abstain	Broker Non-Votes
44,121,445	2,269,299	285,601	—

The Proposal is described in detail in the Company’s definitive proxy statement, dated March 26, 2018, which was filed with the Securities and Exchange Commission on March 26, 2018, and first mailed to the Company’s stockholders on or about March 26, 2018.

As of the close of business on the record date for the Special Meeting, which was March 23, 2018, there were 83,661,965 shares of Common Stock outstanding and entitled to vote at the Special Meeting. Each share of Common Stock was entitled to one vote per share. A total of 46,676,345 shares of Common Stock, representing approximately 56% of the Common Stock outstanding as of the record date for the Special Meeting were represented in person or by proxy at the Special Meeting and constituted a quorum to conduct business at the Special Meeting.

Item 8.01 Other Events

On May 17, 2018, the Company issued a press release announcing the approval of the Proposal by the stockholders of the Company at the Special Meeting. A copy of the Company’s press release containing such announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated May 17, 2018

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated May 17, 2018

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GNC HOLDINGS, INC.

Date: May 17, 2018 By: /s/ Tricia K. Tolivar

Tricia K. Tolivar

Executive Vice President and

Chief Financial Officer

EX-99.1

GNC RECEIVES STOCKHOLDER APPROVAL FOR SHARE ISSUANCE IN CONNECTION WITH HAYAO INVESTMENT

PITTSBURGH, May 17, 2018 -- GNC Holdings, Inc. (NYSE: GNC) (the "Company") today announced that its stockholders approved the Company's proposal to issue convertible preferred shares to Harbin Pharmaceutical Group Holdings Co., Ltd. ("Hayao") in connection with Hayao's $300 million strategic investment in the Company (the "Share Issuance Proposal") at the Company’s Special Meeting of Stockholders, which reconvened on May 17, 2018 (the “Special Meeting”).

An aggregate of 44,121,445 shares, representing a majority of the shares outstanding and over 94% of the votes cast at the Special Meeting, were voted in favor of the Share Issuance Proposal.

The transaction is subject to customary closing conditions, including receipt of all necessary regulatory and governmental approvals, and is expected to close in the second half of 2018.

About Us

GNC Holdings, Inc.  (NYSE: GNC) - Headquartered in Pittsburgh, PA - is a leading global specialty health, wellness and performance retailer.

GNC connects customers to their best selves by offering a premium assortment of heath, wellness and performance products, including protein, performance supplements, weight management supplements, vitamins, herbs and greens, wellness supplements, health and beauty, food and drink and other general merchandise. This assortment features proprietary GNC and nationally recognized third-party brands.

GNC's diversified, multi-channel business model generates revenue from product sales through company-owned retail stores, domestic and international franchise activities, third-party contract manufacturing, e-commerce and corporate partnerships. As of March 31, 2018, GNC had approximately 8,900 locations, of which approximately 6,700 retail locations are in the United States (including approximately 2,400 Rite Aid franchise store-within-a-store locations) and franchise operations in approximately 50 countries.

About Harbin Pharmaceutical Group Holding Co., Ltd.

Harbin Pharmaceutical Group Holding Co., Ltd.- Headquartered in Harbin City Heilongjiang Province, China - is one of the leading pharma and VMS companies in China.  Hayao has a broad portfolio of OTC (Over-The-Counter), Rx (prescription) and VMS products, and is also engaged in pharma distribution and retail pharmacy businesses. Hayao has many nationally renowned brands that have very high consumer awareness including "San Jing", and command leading market share in the mineral supplements category.

Hayao has access to an extensive distribution and retailing network by directly operating more than 300 chain retail pharmacies and collaboration with around 800 drug and VMS distributors to build nation-wide coverage.

Forward-Looking Statements

This release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Company's financial condition, results of operations and business that is not historical information. Forward-looking statements can be identified by the use of terminology such as "subject to," "believes," "anticipates," "plans," "expects," "intends," "estimates," "projects," "may," "will," "should," "can," the negatives thereof, variations thereon and similar expressions, or by discussions regarding dividend, share repurchase plan, strategy and outlook. While GNC believes there is a reasonable basis for its expectations and beliefs, they are inherently uncertain. The Company may not realize its expectations and its beliefs may not prove correct. Many factors could affect future performance and cause actual results to differ materially from those matters expressed in or implied by forward-looking statements, including but not limited to (1) conditions to the closing of the transaction may not be satisfied and required regulatory approvals may not be obtained; (2) the transaction may involve unexpected costs, liabilities or delays; (3) the business of GNC may suffer as a result of uncertainty surrounding the transaction; (4) the outcome of any legal proceedings related to the transaction; (5) GNC may be adversely affected by other economic, business, legislative, regulatory and/or competitive factors; (6) the occurrence of any event, change or other circumstances that could give rise to the termination of the securities purchase agreement; or (7) other risks to consummation of the transaction, including the risk that the transaction will not be consummated within the expected time period or at all. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Actual results could differ materially from those described or implied by such forward-looking statements. For a listing of factors that may materially affect such forward-looking statements, please refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2017.

This document will not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Investors: Matt Milanovich, ‎Senior Director - Investor Relations, Strategy & Analysis, (412) 402-7260; or John Mills, Partner - ICR, (646) 277-1254