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) May 22, 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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock, $0.01 par value per share    VSI    The New York Stock Exchange

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 May 20, 2019, Vitamin Shoppe, Inc. (the “Company”) promoted Mr. Charles D. Knight to the position of Executive Vice President – Chief Financial Officer of the Company and Vitamin Shoppe Industries Inc. (“VSI”), effective May 20, 2019.

In connection with his promotion, Mr. Knight will be entitled to receive: (1) an annual base salary of $450,000, (ii) a target annual bonus opportunity equal to 50% of Mr. Knight’s eligible earnings in each fiscal year and (iii) subject to the approval of the Compensation Committee of the Board of Directors of the Company, a one-time promotion grant/award of equity comprised of restricted stock having a value of $30,000 as of the grant date and performance stock units having a value of $20,000 as of the grant date. The one-time grant will be subject to terms and conditions of the Vitamin Shoppe 2018 Long-Term Incentive Plan and the related equity award agreements.

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 of Promotion Agreement, dated as of May 20, 2019, by and between Charles D. Knight, VSI 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 to the Current Report on Form 8-K filed on June 25, 2018.

 

Item 7.01

Regulation FD Disclosure.

On May 22, 2019, the Company issued a press release announcing the appointment of Mr. Knight as the Company’s Executive Vice President – Chief Financial Officer. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and the information contained therein is incorporated herein by reference.

NOTE: The information furnished under Item 7.01 (Regulation FD Disclosure) of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01

Financial Statements and Exhibits.

(d)    Exhibits

 

Exhibit
No.

  

Description of Document

10.1    Offer of Promotion Agreement, dated May 20, 2019, by and between Charles D. Knight, VSI and the Company.
99.1    Press Release, dated as of May 22, 2019.


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: May 22, 2019     By:   /s/ David M. Kastin
    Name:   David M. Kastin
    Title:  

Senior Vice President, General Counsel and

Corporate Secretary

Exhibit 10.1

 

LOGO

Charles D. Knight

c/o Vitamin Shoppe, Inc.

300 Harmon Meadow Blvd.

Secaucus, NJ 07094

Re: Offer of Promotion

Dear Chuck:

By this letter (the “ Promotion Letter ”), Vitamin Shoppe, Inc., a Delaware corporation, and Vitamin Shoppe Industries Inc., a New York corporation (together the “ Companies ”) are very pleased to offer you a promotion to the position of Executive Vice President, Chief Financial Officer. The effective date of your promotion will be May 20, 2019 (the “ Effective Date ”).

Your employment will be governed by the terms of this Promotion 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 Companies 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 bonus plans, the Executive Severance Pay Policy, the Vitamin Shoppe 2009 Equity Incentive Plan, as amended and restated through February 22, 2017 (the “2009 Plan”) and the Vitamin Shoppe 2018 Long-Term Incentive Plan (the “2018 Plan”) and related agreements.

The following will outline the general terms of our offer:

1.     Position and Duties . You will serve as Executive Vice President, Chief Financial Officer of each of the Companies and, in such capacity, will be responsible for the general financial, affairs and management of the Companies, 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, and will have such power and authority as will reasonably be required to enable you to perform your duties hereunder; provided , however , that in exercising such power and authority and performing such duties, you will at all times be subject to the authority of the Chief Executive Officer and the Board of Directors. You shall not be permitted to engage in outside business activities unless approved by the Companies; provided that you may engage in charitable and community activities and manage your personal investments so long as such activities do not, individually or in the aggregate, interfere with the performance of your duties to the Companies. You agree to devote substantially all of your business time, attention and services to the diligent, faithful and competent discharge of such duties for the successful operation of the Companies’ business. Notwithstanding the foregoing, upon the approval of the Audit Committee of the Board of Directors, you may serve as a director of a publicly traded company that is not competitive, provided that such service does not interfere with your obligations hereunder or otherwise create a conflict of interest.


2.     Compensation . Commencing on the Effective Date, your base salary will be increased to $450,000 annually. Your base salary shall be reviewed and payable in conformity with the Companies’ customary practices for executive compensation; as such practices shall be established or modified from time to time.

3.     Annual Bonus . Effective as of the Effective Date, your target bonus will increase from 45% to 50% of your eligible earnings in each fiscal year. For the avoidance of doubt, from the beginning of the fiscal year through May 18, 2019, you will participate at 45% target level. From the Effective Date through the end of the fiscal year, and each fiscal year thereafter, you will participate at the 50% target level based on your eligible earnings for the same period.

4.     Promotion Equity Grant . Subject to the approval of the Compensation Committee of the Board of Directors, after your Effective Date, and in the ordinary course of business, you will receive a one-time promotion grant/award of equity comprised of restricted stock having a value of $30,000 as of the grant date and performance stock units having a value of $20,000 as of the grant date. The one-time grant will be subject to terms and conditions of the 2018 Plan and the related equity award agreements.

5.     General Provisions .

a.    All payments hereunder are subject to applicable federal, state and local withholding, payroll and other taxes and other deductions.

b.    This letter and the terms of your employment with the Companies shall be governed by and construed in accordance with the laws of the state of New Jersey, without giving effect to any conflict of law provisions thereof.

Congratulations on your promotion.

 

VITAMIN SHOPPE, INC.     VITAMIN SHOPPE INDUSTRIES INC.
/s/ Teresa Orth     /s/ Teresa Orth

By: Teresa Orth

It: Senior Vice President – Human Resources

   

By: Teresa Orth

It: Senior Vice President – Human Resources

 

2


Acceptance:

I understand and accept the terms of my continued employment with Vitamin Shoppe, Inc. and Vitamin Shoppe Industries Inc. as set forth herein. I understand that by accepting this promotion, I agree to arbitrate any disputes arising out of my employment as set forth in the Companies’ Dispute Resolution Program. I further understand that my employment with the Companies is at-will, which means that either I or the Companies may terminate the employment relationship at any time, for any reason, with or without cause.

 

/s/ Charles D. Knight     Date signed:   May 20, 2019
Charles D. Knight      

 

3

Exhibit 99.1

 

LOGO

 

V ITAMIN S HOPPE , I NC .

300 Harmon Meadow Blvd

Secaucus, NJ 07094

(201) 868-5959

VitaminShoppe.com

     NEWS RELEASE  

THE VITAMIN SHOPPE ® APPOINTS CHARLES KNIGHT AS CHIEF FINANCIAL OFFICER

SECAUCUS, NJ (May 22, 2019) – Vitamin Shoppe, Inc. (NYSE: VSI) (the “Company”), an omni-channel, specialty retailer of nutritional products, today announced that Charles Knight has been appointed Executive Vice President – Chief Financial Officer (CFO) effective May 20, 2019, where he will be responsible for all financial functions of the company. Mr. Knight was most recently Interim Chief Financial Officer for The Vitamin Shoppe, a role he assumed on April 8, 2019. He joined The Vitamin Shoppe in July 2018 as Senior Vice President – Chief Accounting Officer and Corporate Controller. Mr. Knight brings to The Vitamin Shoppe almost three decades of finance and accounting experience.

Commenting on the appointment, Sharon Leite, CEO stated, “I am delighted to have Chuck in the role of Chief Financial Officer. Chuck has been an important part of our leadership team which will make this a seamless transition. He has strong financial management skills and will help us with our turnaround efforts which include accelerating revenue, driving operational efficiencies and reducing costs. Chuck will be a strong asset to our leadership team as we continue to drive our financial performance and turnaround the company for the benefit of all stakeholders.”

Chuck Knight commented, “As the health and wellness industry continues to evolve, The Vitamin Shoppe is transforming to meet the needs of our customers. I look forward to working with Sharon, the Board of Directors, and the entire Vitamin Shoppe team as we pursue our strategy and strive to deliver enhanced results for our shareholders. Additionally, I plan to continue the Vitamin Shoppe’s commitment to a healthy balance sheet, strong financial discipline and shifting the Company’s future focus to growth, earnings and cash flow.”


Prior to joining the Vitamin Shoppe, Mr. Knight was most recently Senior Vice President-Corporate Controller (2010-2018) at Toys “R” Us, Inc. He was employed at Toys “R” Us for approximately 28 years, starting as Special Project Analyst in 1990, and held positions of increasing responsibility, including Vice President Controller Toysrus.com (2001-2002), Vice President of Toys “R” US Corporate Accounting (2002-2004), Vice President Corporate Controller, Toys “R” Us, Inc. (2004-2010). Prior to joining Toys “R” Us, he was a Senior Accountant at Deloitte & Touche LLP starting in 1986. Mr. Knight, received a Bachelor degree in accounting from Fairfield University (Connecticut), and is a Certified Public Accountant.

About the Vitamin Shoppe, Inc. (NYSE:VSI)

Vitamin Shoppe is an omni-channel, specialty retailer of nutritional products based in Secaucus, New Jersey. In its stores and on its website, the Company carries a comprehensive retail assortment including: vitamins, minerals, specialty supplements, herbs, sports nutrition, homeopathic remedies, green living products, and beauty aids. In addition to offering products from approximately 700 national brands, the Vitamin Shoppe also carries products under The Vitamin Shoppe ® , BodyTech ® , True Athlete ® , MyTrition ® , plnt ® , ProBioCare ® , and Next Step ® brands. The Vitamin Shoppe conducts business through more than 750 company-operated retail stores under The Vitamin Shoppe and Super Supplements retail banners, and through its website, www.vitaminshoppe.com . Follow the Vitamin Shoppe on Facebook at http://www.facebook.com/THEVITAMINSHOPPE and on Twitter at http://twitter.com/VitaminShoppe .

Analysts and Investors:

Kathleen Heaney

201-552-6430

kathleen.heaney@vitaminshoppe.com

 

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