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VITAMIN SHOPPE, INC. FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

June 10, 2014



ITEM 5.07 Submission of Matters to a Vote of Security Holders.

On June 4, 2014, the Vitamin Shoppe, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, our stockholders: (a) elected the persons listed below to serve as directors for a term of one year expiring at the 2015 Annual Meeting or until their successors are duly elected and qualified; (b) approved the compensation paid to the Company's named executive officers; and (c) ratified the appointment of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for the 2014 fiscal year. Set forth below are the voting results for each of these proposals:

a. All of the director nominees were elected to serve until the Annual Meeting

in 2015 or until their respective successors are duly elected and qualified. Director For Against Abstain Non-Votes B. Michael Becker 27,128,762 36,845 4.460 1,074,407 Catherine E. Buggeln 27,102,321 63,321 4,425 1,074,407 Deborah M. Derby 17,039,752 10,125,863 4,452 1,074,407 John H. Edmondson 25,148,002 2,017,577 4,488 1,074,407 David H. Edwab 26,949,925 215,655 4,487 1,074,407 Richard L. Markee 26,013,822 1,151,757 4,488 1,074,407 Richard L. Perkal 25,871,422 1,294,158 4,487 1,074,407 Beth M. Pritchard 26,834,373 331,342 4,352 1,074,407 Katherine Savitt 26,882,081 283,534 4,452 1,074,407 Anthony N. Truesdale 26,075,771 1,089,980 4,316 1,074,407



b. An advisory (non-binding) vote approved the executive compensation of our

named executive officers. For Against Abstain Non-Votes 26,602,883 350,755 216,429 1,074,407



c. The proposal to ratify the appointment of Deloitte & Touche LLP as the

Company's independent registered public accounting firm for the 2014 fiscal year was approved. For Against Abstain Non-Votes 27,104,364 1,136,248 3,862 -0-



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: June 10, 2014 By: /s/ Jean W. Frydman Name: Jean W. Frydman Title: Senior Vice President, General Counsel and Corporate Secretary


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Source: Edgar Glimpses


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