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 (Date of earliest event reported): February 27, 2018
Vitamin Shoppe, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34507 | 11-3664322 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
300 Harmon Meadow Blvd.
Secaucus, New Jersey 07094
(Address of Principal Executive Offices, including Zip Code)
(201) 868-5959
(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)) |
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 |
| ☐ | 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. |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 27, 2018, Vitamin Shoppe, Inc. (the “Company”) announced the naming of Alex Smith as Executive Chairman effective immediately and the upcoming departure of its Chief Executive Officer, Colin Watts.
Mr. Smith has been a member of the Board of Directors of the Company since April 2017. From February 2007 until December 2016, Mr. Smith served as President, Chief Executive Officer and a member of the board of Pier 1 Imports, Inc. (“Pier 1 Imports”). Prior to joining Pier 1 Imports, from 1995 until 2007, Mr. Smith was employed by TJX Companies, Inc. where he was instrumental in the development of TJ Max in the U.K, and served as Group President, where his responsibilities included Winners in Canada, Home Goods, TJ Maxx and Marshalls, plus a number of corporate functions. From December, 2013 to July 2016, Mr. Smith served as a director of Tumi, Inc., including as chairman of its nominating and governance committee and a member of its audit committee. From June, 2007 to April, 2011 Mr. Smith also served as a director of Papa John’s International, Inc., including as chairman of its compensation committee and as a member of its audit committee.
Pursuant to the terms of a Letter Agreement, dated as of February 26, 2018 (the “Letter Agreement”), Mr. Watts will continue employment with the Company as its Chief Executive Officer through no later than May 31, 2018 (the “Separation Date”) in accordance with the terms of his existing Employment and Non-Competition Agreement with the Company, dated as of March 3, 2015 (his “Employment Agreement”), provided that during such time, the Company may prepare for such Separation Date, including to search for a new chief executive officer. The Letter Agreement further provides that, unless Mr. Watts voluntarily resigns and/or is terminated for “cause” (as such term is defined in his Employment Agreement), in either case, prior to the Separation Date, he will receive (x) severance payments and benefits to which he is entitled under his Employment Agreement for a termination without cause and (y) a pro rata portion of the 2018 bonus based on actual results. Mr. Watts’ Employment Agreement was filed as Exhibit 99.2 the Company’s Current Report on Form 8-K filed on March 4, 2015 with the Securities and Exchange Commission. In connection with his departure, Mr. Watts will resign from the Company’s Board of Directors effective on the Separation Date (and concurrently therewith, the number of directors is expected to be decreased to nine).
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description of Exhibit |
|
| 99.1 | Letter Agreement dated as of February 26, 2018 by and between Vitamin Shoppe, Inc. and Colin Watts. | |
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: February 27, 2018 | By: | /s/ David M. Kastin | ||||||
| Name: | David M. Kastin | |||||||
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |||||||
Exhibit 99.1
Vitamin Shoppe, Inc.
300 Harmon Meadow Boulevard
Secaucus, NJ 07094
February 26, 2018
Colin Watts
c/o Vitamin Shoppe, Inc.
300 Harmon Meadow Blvd.
Secaucus, NJ 07045
Re: Transition Letter Agreement
Dear Colin:
This letter agreement (this “ Letter Agreement ”) confirms our agreement on your separation from Vitamin Shoppe, Inc. (the “ Company ”), which shall occur no later than May 31, 2018, provided your employment may be earlier terminated by the Company or, if parties agree in writing, extended beyond such date (your actual last date of employment being your “ Separation Date ”). Prior to the Separation Date, your employment shall continue in the ordinary course under the terms of your Employment and Non-Competition Agreement, dated as of March 3, 2015 (your “ Employment Agreement ”), you shall assist with the transition of your responsibilities to another individual or individuals as instructed by the Executive Chairman of the Board, and you shall perform such other duties and responsibilities as assigned to you from time to time. Effective as of the Separation Date, (a) your employment with the Company and each of its affiliates shall end and (b) you hereby resign from all director, officer, and other positions with or through the Company and each of its affiliates. Moreover, you agree to execute such additional documentation and take other actions as reasonably requested by the Company in order to effectuate such resignations. A smooth transition is a material inducement for the Company to enter into this Agreement.
Notwithstanding anything to the contrary contained in the Employment Agreement or otherwise, however, you acknowledge and agree that the Company may take steps to prepare for your Separation Date, including (without limitation) modifying or reducing your duties and responsibilities and recruiting and/or hiring one or more employee(s) to fill your current position(s), but not including any reduction in your Base Salary or your target annual bonus opportunity under the Company’s Management Incentive Program, and that such actions shall not constitute a constructive termination or create grounds for a “good reason” resignation under your Employment Agreement or any other agreement with the Company or its affiliates.
Provided that you (i) comply at all times with this Letter Agreement, (ii) are not terminated for Cause (as defined in the Employment Agreement), and (iii) do not resign (other than on the Separation Date), following the Separation Date, you shall be entitled to receive the Severance Pay (as described in Section 5(C) of the Employment Agreement) and the additional amounts set forth in Section 5(C)(i) and (ii) of the Employment Agreement, contingent on the additional terms and conditions set forth therein (including, without limitation, your execution of a general release and your continued compliance with the restrictive covenant obligations set forth therein).
In addition, notwithstanding anything to the contrary contained in the Employment Agreement or otherwise:
| • | On or before March 15, 2019, the Company shall pay you a pro-rata portion of the Annual Cash Bonus for 2018 to which you would have been entitled to had your employment with the Company continued through the date such payments are made to similarly situated executives, if any. Such payment, if any, shall be prorated based on the number of days you were actually employed by the Company in 2018 and shall be made subject to the Company’s then current Management Incentive Program; |
| • | In the event you elect COBRA and for so long as you are eligible for COBRA, the Company will reimburse you (the “ COBRA Reimbursements ”) in an amount (subject to tax withholdings) equal to that portion of your COBRA premium for you (and your covered dependents) that is in excess over the same rate as paid by similarly situated employees for non-COBRA coverage. The COBRA Reimbursements will be provided to you in accordance with Section 5(C)(ii) of the Employment Agreement, except that the six month waiting period described therein shall not apply. |
If the Company terminates your employment without Cause prior to May 31, 2018, you will be entitled to the benefits contained in this Letter Agreement and the Employment Agreement to the same extent as if you had remained employed through May 31, 2018, except that any pro-rata payout of the 2018 Annual Cash Bonus shall be calculated based on the number of days in 2018 that you were actually employed by the Company. In addition, all equity awards that have been granted to you shall continue to vest through May 31, 2018 to the same extent as if you had remained employed through May 31, 2018, provided that you remained in compliance with the terms of this Letter Agreement at all times. However, if you resign or the Company terminates your employment for Cause, in each case, prior to May 31, 2018, your entitlements under this Letter Agreement will cease and any unvested equity awards shall immediately be cancelled upon such termination in accordance with the terms of the applicable equity award agreements.
By signing below, you hereby release the Company and its partners, affiliates or subsidiaries, successors and assigns and any and all of its and their past and present officers, directors, managers, partners, agents, employees and representatives from any and all known and unknown claims, liabilities and obligations that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date hereof, including, without limitation, (1) all claims arising out of or in any way related to your employment with or service to the Company and its affiliates and any of their predecessors and (2) all claims for breach of contract, and breach of the implied covenant of good faith and fair dealing; provided, however, that you are not waiving (i) any right to vested employment benefits,
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(ii) claims arising under this Letter Agreement, or (iii) any claim relating to directors’ and officers’ liability insurance coverage or any right of indemnification under our organizational documents.
[SIGNATURES ON FOLLOWING PAGE]
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If this Letter Agreement accurately reflects your understanding as to the terms and conditions of the termination of your arrangement with the Company, please sign one copy of this Letter Agreement in the space provided below and return the same for the Company’s records.
| Very truly yours, | ||
| VITAMIN SHOPPE, INC. | ||
| By: | /s/ Teresa Orth | |
| Name: | Teresa Orth | |
| Title: | Senior Vice President - Human Resources | |
EXECUTIVE ACKNOWLEDGMENT
The above terms and conditions accurately reflect our understanding regarding the terms and conditions of the termination of my arrangement with the Company, and I hereby confirm my agreement to the same.
| Dated: February 26, 2018 | /s/ Colin Watts | |||
| Colin Watts | ||||
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