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

June 6, 2014



Item 5.07 Submission of Matters to a Vote of Security Holders

On June 5, 2014, Vitacost.com, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). The matters voted upon were: (1) the election of a Board of Directors to serve until the next annual meeting of stockholders or until their respective successors have been elected and qualified, (2) the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditor for the fiscal year ending December 31, 2014 and (3) an advisory vote on executive compensation of our named executive officers.

1. Election of a Board of Directors to serve until the next Annual Meeting of

Stockholders or until their respective successors have been elected or appointed. Number of Shares Voted For Withheld Non-Votes



Christopher S. Gaffney 15,598,520 8,106,166 9,053,298 Stuart Goldfarb 20,449,832 3,254,854 9,053,298 Jeffrey J. Horowitz 19,714,571 3,990,115 9,053,298 Edwin J. Kozlowski 20,449,832 3,254,854 9,053,298 Michael A. Kumin 20,967,181 2,737,505 9,053,298 Michael J. McConnell 21,088,226 2,616,460 9,053,298 Robert G. Trapp, M.D. 21,078,826 2,625,860 9,053,298

2. Ratification of the appointment of PricewaterhouseCoopers LLP as our

independent auditor for the fiscal year ending December 31, 2014. Voted For Voted Against Abstained 30,222,789 80,927 2,454,268



3. Advisory vote on the compensation of our named executive officers.

Voted For Voted Against Abstained Non-Votes 19,240,258 2,002,037 2,462,391 9,053,298



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Source: Edgar Glimpses


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