The co announced that it will appoint up to five new independent directors to its Board of Directors. Himanshu H. Shah, Sing Wang and Melvin L. Keating will join the Board immediately and the Board will be expanded accordingly. The Board may also appoint two additional independent directors at a later date. Each of the newly appointed directors will stand for election at the Company's 2018 Annual Meeting of Stockholders. At that meeting, four current directors (other than Colin Watts) will not stand for reelection. Mr. Watts will leave the Board in connection with his previously announced departure from Vitamin Shoppe.
- In connection with today's announcements, Vitamin Shoppe has also entered into cooperation agreements with Shah Capital Management and certain of its affiliates and Vintage Capital Management, LLC and certain of its affiliates, which currently own approximately 17.7% and 14.8% of Vitamin Shoppe's outstanding common stock, respectively. Pursuant to the cooperation agreements, Shah Capital and Vintage Capital will vote their shares in favor of all of Vitamin Shoppe's director nominees at the Company's 2018 and 2019 Annual Meetings of Stockholders and have agreed to abide by customary standstill provisions and voting commitments.
- Pursuant to the cooperation agreements, the Company has also agreed to commence a tender offer for its common stock on the terms and conditions described in the cooperation agreements. The Board appointments and capital return announced today follow a number of steps that Vitamin Shoppe has recently taken as it continues to execute its turnaround strategy to position itself as the Wellness Authority for its customers.
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