Additional Proxy Soliciting Materials (definitive) (defa14a)
April 25 2019 - 3:41PM
Edgar (US Regulatory)
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)
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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(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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No fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.
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(1) 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) Proposed maximum aggregate value of
transaction:
(5) Total fee paid:
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Fee paid previously with preliminary materials.
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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.
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(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement
No.:
(3) Filing Party:
(4) Date Filed:
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Explanatory Note
This Amendment No. 1 to the Notice of Annual Meeting and Proxy
Statement (the “Proxy Statement”) of Vitamin Shoppe, Inc. (the “Company”) for the Company’s 2019
Annual Meeting that was filed with the Securities and Exchange Commission on April 25, 2019 under Schedule 14A amends the Proxy
Statement so that the first two paragraphs under the section entitled “Stockholder Proposals for the 2020 Annual Meeting”
are replaced with the following:
Requirements for Stockholder Proposals to Be Considered for
Inclusion in the 2020 Proxy Materials
We must receive any stockholder proposal to be considered for
inclusion in the proxy statement and form of proxy relating to the 2020 Annual Meeting of stockholders no later than December 27,
2019. In addition, all proposals must comply with Rule 14a-8 under the Exchange Act, which lists the requirements for the inclusion
of stockholder proposals in company-sponsored Proxy Materials. Stockholder proposals must be delivered to the Chairman of the Nomination
and Governance Committee at Vitamin Shoppe, Inc., 300 Harmon Meadow Blvd, Secaucus, New Jersey 07094.
Requirements for Stockholder Proposals to Be Brought Before
the 2020 Annual Meeting of Stockholders and Director Nominations
Notice of any proposal that a
stockholder intends to present at the 2020 Annual Meeting of stockholders, but does not intend to have included in the proxy statement
and form of proxy relating to the 2020 Annual Meeting of stockholders, as well as any director nominations, must be delivered to
the Chairman of the Nomination and Governance Committee at Vitamin Shoppe, Inc., 300 Harmon Meadow Blvd. Secaucus, New Jersey 07094,
not earlier than February 6, 2020 and not later than March 7, 2020, except that if the 2020 Annual Meeting of our stockholders
is not within 30 days before or after the anniversary date, we must receive notice by the stockholder not later than the close
of business on the 10th day following the date on which the notice of the date of the annual meeting was mailed or the public announcement
was made. In addition, the notice must provide the information required by our bylaws with respect to each director nomination
or other proposal that the stockholder intends to present at the 2020 Annual Meeting of stockholders
.
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