UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 9, 2019 (March 25, 2019)

 

 

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 March 26, 2019, Vitamin Shoppe, Inc. (the “Company”) filed a current report on Form 8-K (the “Original 8-K”) reporting that Bill Wafford will resign from his current position as Executive Vice President - Chief Financial Officer of the Company, effective April 5, 2019. In connection with Mr. Wafford’s resignation, the Company reported that it will name Charles Knight as the Company’s Interim Chief Financial Officer.

At the time of filing the Original 8-K, the Compensation Committee of the Board of Directors of the Company had not made any determinations regarding Mr. Knight’s compensation. This amendment No. 1 on Form 8-K/A amends the Original 8-K to provide addition information regarding compensation for Mr. Knight as required under Item 5.02.

While he serves as Interim Chief Financial Officer, in addition to his base salary, which was disclosed in a current report on Form 8-K, filed on June 25, 2018 (“2018 8-K”), Mr. Knight will be entitled to a monthly stipend of $6,250, minus lawful deduction, to recognize the additional responsibilities. The adjustment payment will be discontinued once Mr. Knight no longer serves as Interim Chief Financial Officer.

The foregoing summary of the terms of Mr. Knight’s employment does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter Agreement, dated as of April 8, 2019, by and between Charles D. Knight, and the Company, a copy of which is attached as Exhibit 10.1 hereto and the Offer Letter Agreement, dated as of June 4, 2018, by and between Charles D. Knight, and the Company, a copy of which was filed as Exhibit 10.1 on the 2018 8-K.

 

Item 9.01

Financial Statements and Exhibits.

(d)    Exhibits

 

Exhibit
No.

  

Description of Document

10.1    Letter Agreement, dated April 8, 2019, by and between Charles D. Knight and the Company.

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: April 9, 2019     By:   /s/ David M. Kastin
    Name:   David M. Kastin
    Title:   Senior Vice President, General Counsel and Corporate Secretary

Exhibit 10.1

 

LOGO

April 8, 2019

Chuck Knight

c/o Vitamin Shoppe, Inc.

300 Harmon Meadow Blvd.

Secaucus, NJ 07094

Dear Chuck:

Vitamin Shoppe, Inc., (the “ Company ”) is very pleased to offer you the position of Interim Chief Financial Officer. Your start date will be April 8, 2019.

As Interim Chief Financial Officer, you will be responsible for the general financial affairs and management of the Company, and you will 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 you by the Chief Executive Officer and the Board of Directors.

During your tenure as Interim Chief Financial Officer, in addition to your base salary, the Company will pay you a monthly stipend of $6,250, minus lawful deductions.

Your employment will be governed by the terms of this letter, the offer letter dated June 4, 2018, which remains in effect except as modified by this letter, and the policies and plans of the Company as may be in effect from time to time, including without limitation, the Standards of Business Conduct, the Health Enthusiast Handbook, the Dispute Resolution Program, the Management Incentive Program, the Executive Severance Pay Policy, and the Vitamin Shoppe 2018 Long-Term Incentive Plan and related agreements.

Regards,

/s/ Teresa Orth

Teresa Orth

SVP, Human Resource

Acknowledged and Agreed:

 

/s/ Chuck Knight      April 8, 2019
Chuck Knight      Date