Form 8-K Vitamin Shoppe, Inc. For: Jun 16

Vitamin Shoppe, Inc.

Date: June 16, 2016

/s/ David M. Kastin

David M. Kastin

Senior Vice President, General

Counsel and Corporate Secretary

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June 16, 2016 4:31 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 16, 2016

Vitamin Shoppe, Inc.

(Exact Name Of Registrant As Specified In Its Charter)

Delaware

001-34507

11-3664322

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission

File Number)

(IRS Employer

Identification No.)

300 Harmon Meadow Blvd.

Secaucus, New Jersey 07094

(Addresses of Principal Executive Offices, including Zip Code)

(201) 868-5959

(Registrant’s Telephone Number, Including Area Code)

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:

¨	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))

ITEM 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

On June 16, 2016, Vitamin Shoppe, Inc. (the “Company”) reported that Jason Reiser will be joining the Company in the new position of Executive Vice President, Chief Operating Officer, effective July 11, 2016.

Mr. Reiser, 48, joins the Company with over 30 years of retail management and merchandising experience, having most recently served for Dollar Tree, Inc. (successor to Family Dollar) as Executive Vice President, Chief Merchandising Officer since October 2013, and Senior Vice President, Hardlines Merchandising since July 2013. Prior to his employment with Family Dollar, he held a series of executive positions at Sam’s Club (Vice President, Merchandising, Health & Family Care 2010-2013; Vice President, Operations & Compliance, Health & Wellness 2010; Senior Buyer Pharmacy/OTC 2006-2009), Walmart (Divisional Merchandise Manager, Wellness 2009-2010; Director, Government Relations and Regulatory Affairs 2002-2006; Pharmacy District Manager 2000-2002; Pharmacy Manager 1995-2000), and Teva Pharmaceuticals USA (Director, State Government Relations 2005). Mr. Reiser is a graduate of Northeastern University.

Mr. Reiser will be entitled to receive: (i) an annual base salary of $600,000; (ii) a cash signing bonus of $400,000 (subject to continued service for two years); (iii) a target annual bonus opportunity equal to 65% of his base salary (with a floor of $195,000 for fiscal 2016); (iv) eligibility to participate in and be granted awards under the Vitamin Shoppe 2009 Equity Incentive Plan, as amended and restated effective April 6, 2012 (the “Plan”), including, on his first day of employment with the Company, an equity grant comprised of (x) restricted stock valued at $500,000 as of the grant date, vesting 50% on the second anniversary of the award date and 50% on the third anniversary of the award date, and (y) performance stock units valued at $500,000, vesting in December 2018.

The foregoing summary of the terms of Mr. Reiser’s employment does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, dated as of June 6, 2016, by and between Jason Reiser, Vitamin Shoppe, Inc. and Vitamin Shoppe Industries Inc., a copy of which is attached as Exhibit 10.1 hereto

ITEM 7.01

Regulation FD Disclosure.

On June 16, 2016, the Company issued a press release announcing Mr. Reiser’s appointment. 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.

10.1		Letter Agreement, dated as of June 6, 2016, by and between Jason Reiser, Vitamin Shoppe, Inc. and Vitamin Shoppe Industries Inc.

99.1		Press Release of the Company, dated June 16, 2016.

SIGNATURE

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.

Exhibit 10.1

LOGO

June 6, 2016

Jason Reiser

c/o Vitamin Shoppe, Inc.

300 Harmon Meadow Blvd.

Secaucus, NJ 07094

Re: Offer of Employment

Dear Jason:

Vitamin Shoppe, Inc., a Delaware corporation, and Vitamin Shoppe Industries Inc., a New York Corporation (together the “Companies”) are very pleased to offer you the position of Executive Vice President, Chief Operating Officer. You will report to Colin Watts, Chief Executive Officer. Your start date will be July 18, 2016, or as otherwise mutually agreed to between you and the Companies.

Your employment will be governed by the terms of 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 Management Incentive Program, the Executive Severance Pay Policy, and the Vitamin Shoppe 2009 Equity Incentive Plan, as amended and restated effective April 6, 2012 (the “Plan”) and related agreements.

The following will outline the general terms of our employment offer:

1. Position and Duties. You will perform the duties and services assigned to you by the Companies 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. You will devote your full time and attention to the affairs of the Companies and to your duties on the Companies’ behalf and use your best efforts to perform your duties. 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.

2. Compensation. The Companies will pay you a base salary at a bi-weekly rate of $23,076.92, which is equivalent to $600,000 on an annualized basis (the “Base Salary”). The 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. You will be eligible to participate in the Vitamin Shoppe, Inc. Management Incentive Plan (“MIP”), with a target bonus of 65% of your eligible earnings in each calendar year. Your 2016 MIP bonus will be determined based on your eligible earnings from your date of hire through December 31, 2016 and will not be less than $195,000, less lawful deductions. In all other years, payment of a MIP bonus is made on an annual basis, based upon the Companies’ performance against certain targets as outlined or approved by the Board of Directors, and can be increased or decreased based on the actual results and your individual performance toward mutually acceptable objectives. Payments, if any, will usually be paid in the first quarter of the following year, and in all events on or before March 15 of such year, after appropriate approval from the Board of Directors, or the appropriate committee of the Board of Directors. You acknowledge that the Companies reserve the right to change the structure of the MIP from time to time in their sole discretion.

4. Sign-On Cash Bonus. You will receive a one-time sign-on cash bonus in the gross amount of $400,000 (“Sign-On Bonus”), less lawful deductions, payable within 30 days of your start date. Additionally, if within one (1) year after the start date, should you resign your employment for any reason whatsoever, or should your employment be terminated by the Companies due to violation of The Vitamin Shoppe’s Standards of Business Conduct, and/or any other policy governing the ethical performance of your job and/or any other law applicable to the ethical conduct of business, or any conduct giving rise to immediate discharge (other than performance), then you shall repay to the Company the entire amount of the Sign-On Bonus. If any of the foregoing events shall have occurred after the first year of your start date but prior the second anniversary of the start date, then you shall repay to the Company 50% of the Sign-on Bonus. The amount owed pursuant to this Section will be deducted from your last pay check(s); provided that if the amount of your Sign-On Bonus is greater than what was deducted from your paycheck(s), the remaining balance will be due in full upon 90 days from your last date of employment with the Companies.

5. Restricted Stock. You will be eligible to participate in the Plan. Whether or not restricted stock grants are made, and, if so, the amount of such grants is determined by the Compensation Committee of the Board of Directors from time-to-time. Restricted stock grants, if awarded, are subject to the terms of the Plan and the related equity award agreements, which may include terms regarding time-based and/or performance-based vesting over a period of continued employment, and forfeiture and repayment provisions if you breach certain covenants regarding confidentiality, trade secrets, non-competition or have engaged in fraud.

6. Sign-On Equity Grant. Subject to the approval of the Compensation Committee of the Board of Directors, upon your start date you will receive a one-time sign-on grant/award of equity. The one-time grant will be subject to terms and conditions of the Plan and the related equity award agreements and shall be composed as follows:

Restricted Stock – You will receive restricted stock valued at $500,000 as of the grant date, which shall vest 50% on the second anniversary of the award date, and 50% on the third anniversary of the award date.

Performance Stock Units – You will receive Performance Share Units (“PSU”s) valued at $500,000, which shall be subject to vesting terms and conditions as set forth the equity award agreement.

7. Relocation. No later than September 30, 2018, you will be required to relocate within a reasonable commuting distance to the Companies’ headquarters in Secaucus, New Jersey. To assist with your relocation, the Companies will offer the following:

To defray the cost of your travel to and from the Companies’ headquarters and your home prior to your relocation, you will receive a one-time travel sign-on cash bonus in the gross amount of $10,000, less lawful deductions, payable within 30 days of your start date.

Assistance for the reasonable transactional costs associated with your relocation from North Carolina to a reasonable commuting distance to the Companies’ headquarters in Secaucus, New Jersey as outlined in the attached Relocation Policy. Notwithstanding anything to the contrary in the Relocation Policy or and the Employee Relocation Agreement attached thereto, you hereby acknowledge and agree that the two-year period during which you may be required to repay relocation benefits provided to you by the Companies in the event your employment ends shall be measured from the date each relocation benefit is actually provided rather your start date.

Arrange and pay for temporary housing accommodations for up to 90 days. This relocation assistance is subject to the terms and conditions set forth in the Relocation Policy.

8. Paid Time Off. You will be eligible to accrue paid time off (“PTO”) based on weeks worked, up to a maximum of 27 PTO days annually. Accrual, carryover, use and forfeiture of PTO is subject to applicable policies.

9. Holidays. You will be eligible for paid holidays. The Companies observe the following holidays: Memorial Day, July 4th, Labor Day, Thanksgiving Day, Christmas Day, and New Year’s Day.

10. Reimbursement of Expenses. The Companies shall reimburse you for any and all out-of-pocket expenses reasonably incurred by you during your employment in connection with your duties and responsibilities, provided that you comply with the policies, practices and procedures of the Companies regarding expense reimbursement, including submission of expense reports, receipts or similar documentation of such expenses. All reimbursements under this Section 10 shall be made as soon as practicable following submission of a reimbursement request, but no later than the end of the calendar year following the year during which the underlying expense was incurred.

11. Other Employee Benefits. You will be eligible for additional employee benefits, including:

•

Partially subsidized health insurance, including dental, beginning on the first day of the month following one full calendar month of employment. Dependent coverage is also available. Available plans require employee contributions. To defray the cost of your COBRA premium to continue your health benefits from your former employer during the period before you become eligible for the Companies’ health insurance benefits, you will receive a one-time cash bonus in a net amount equal to your COBRA premium, less lawful deductions, payable within 30 days after you have provided the Companies evidence that you have paid such premium.

•

401(k) eligibility on the first day of the month following one full calendar month of employment. Following one full year of employment, the Companies will match 100% of the first 3% and 50% of the next 2% of your contribution. You will be eligible to receive the Companies match on the first day of the month following your anniversary date.

•

Company-paid basic life insurance and AD&D coverage in the amount of $500,000.

•

Company-paid Long Term Disability insurance.

Please be aware that the employee benefits offered by the Companies are subject to change from time to time.

12. At-Will Employment. Your employment will be “employment-at-will,” which means it is not for any definite period of time and the terms and conditions of employment may be modified or employment may be terminated by either you or by the Companies at any time, for any reason, or for no reason. Your employment-at-will status will apply throughout your employment with the Companies and cannot be modified except by an express, written contract that is executed by the Chief Executive Officer and you.

13. Confidentiality and Restrictive Covenants. You agree that in your work for the Company, you will not use or disclose any confidential information, including trade secrets of any current or former employer or third party to whom you have any obligation of confidentiality. You further agree that you can perform your duties to the Company without reliance on any such confidential information or trade secrets of any current or former employer or third party. You agree that you will not bring onto the Company’s premises, or transmit or store using any electronic communication equipment or computer network or system of the Company, any unpublished documents or property belonging to any current or former employer or third party to whom you have any obligation of confidentiality, including any documents or property containing confidential information or trade secrets. You represent and agree that in connection with your anticipated employment with the Company, including during your discussions with the Company, you (i) have not breached any restrictive covenant agreement to which you are bound, and (ii) have complied with all of your fiduciary obligations to any current or former employer or third party to whom you have any such obligations.

14. Intellectual Property. You acknowledge and agree that all writings, inventions, improvements, processes, procedures, programs, techniques and other data and information that are furnished to you by the Companies or that you design, generate or develop within the scope of your employment with the Companies or related to the business of the Companies, whether on the Companies’ property or otherwise, whether alone or with others, are and will remain the sole and confidential property of the Companies. You specifically agree that all materials that you design, generate or develop within the scope of your employment with the Companies, related to the business of the Companies or using any confidential or proprietary information of the Companies will be considered “works made for hire” under applicable law and that all such material will be owned exclusively by the Companies. You hereby assign and transfer to the Companies all right, title and interest that you may have in and to such materials under patent, copyright, trade secret, trademark and other applicable laws.

15. Key Man Life Insurance. The Companies may apply for and obtain and maintain a “Key Man” life insurance policy in your name in such amount as the Companies may determine, the beneficiary of which shall be the Companies. You agree to submit to physical examinations and answer reasonable questions in connection with the application for and, if obtained, the maintenance of, such insurance policy.

16. 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. Except as provided in the Dispute Resolution Policy, disputes hereunder shall be heard by the state or federal courts located in Hudson county, New Jersey.

c. This letter, together with the documents referenced herein, sets forth the entire agreement and understanding between you and the Companies relating to its subject matter and supersedes all prior verbal and written discussions between us.

d. You acknowledge that the services to be rendered by you are unique and personal. Accordingly, you may not assign any of your rights or delegate any of your duties or obligations under this letter. The Companies shall have the right to assign this letter to its successors and assigns, and the rights and obligations of the Companies under this letter shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Companies.

The Companies supports a Drug Free Work Environment. Your employment is contingent upon successful completion of a drug test. Instructions for the drug test will be provided to you. Testing must be completed within twenty-four hours of acceptance of this offer. Any questions regarding our drug policy may be directed to the Human Resources Department, which is available weekdays from 9 A.M. to 6 P.M. or by calling 201-868-5959.

The offer is also contingent on: (i) a successful background check; and (ii) your completion of Section 1 of the Form I-9 on or before the end of your first day of employment and your presentation of your original documentation verifying your work eligibility and identification on or before the third day of employment.

We look forward to our working relationship.


VITAMIN SHOPPE, INC.		VITAMIN SHOPPE INDUSTRIES INC.

By:	/s/ Colin Watts	By:	/s/ Colin Watts
Name:	Colin Watts	Name:	Colin Watts
Its:	Chief Executive Officer	Its:	Chief Executive Officer

Acceptance:

I understand and accept the terms of my employment with Vitamin Shoppe, Inc. and Vitamin Shoppe Industries Inc. as set forth herein. I understand that by accepting employment with the Companies, I agree to arbitrate any disputes arising out of my employment as set forth in the Companies’ Dispute Resolution Program, which I will be required to sign prior to beginning my employment. 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.

Exhibit 99.1

LOGO

VITAMIN SHOPPE, INC.

300 Harmon Meadow Blvd

Secaucus, NJ 07094

(201) 868-5959

VitaminShoppe.com

NEWS RELEASE

THE VITAMIN SHOPPE^®EXPANDS EXECUTIVE TEAM

WITH HIRING OF CHIEF OPERATING OFFICER

SECAUCUS, NJ (June 16, 2016) – Vitamin Shoppe, Inc. (NYSE: VSI), a leading specialty retailer and manufacturer of nutritional products, today announced that it has hired Jason Reiser as Chief Operating Officer effective July 11, 2016. As Chief Operating Officer and a key member of the executive team, Mr. Reiser will have overall day-to-day responsibility for operational execution (store operations, merchandising, supply chain and IT) and for leading those teams through implementing the Company’s reinvention strategy. Mr. Reiser joins the Vitamin Shoppe from Dollar Tree, Inc. (successor to Family Dollar) where he was most recently Executive Vice President, Chief Merchandising Officer for its Family Dollar business.

Colin Watts, Chief Executive Officer of the Vitamin Shoppe, commented, “The hiring of Jason continues to strengthen our leadership team and he will be a valuable addition to the already experienced and capable team we have assembled. Jason is joining the Vitamin Shoppe at an exciting time as we continue to move ahead with implementing our strategic plan. He has a long established commitment to health and wellness, extensive experience in the industry and a proven track record of consistently delivering results. His combination of industry, retail, regulatory and customer knowledge uniquely positions Jason to drive the Vitamin Shoppe’s operating priorities. I am excited, along with the rest of our team, to have Jason join the Vitamin Shoppe to help lead our ongoing company reinvention initiatives and drive our performance.”

Mr. Reiser has more than 30 years of experience in retail management, merchandising, private brand sourcing, regulatory management as well as being trained as a pharmacist. For the past three years, he has worked at Family Dollar [prior to its merger with Dollar Tree] starting as Senior Vice President, Hardlines Merchandising and most recently as Executive Vice President, Chief Merchandising Officer. He began his retail career at Walmart, which he joined in 1995 as Pharmacy Manager, and progressed through a series of positions of increasing responsibility, including Director, Regulatory Affairs, VP Operations & Compliance for Health & Wellness and VP Merchandising for Health and Family Care at Walmart and Sam’s Club. Mr. Reiser received a B.S. in Pharmacy from Northeastern University.

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

Vitamin Shoppe is a specialty retailer and contract manufacturer 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 850 national brands, the Vitamin Shoppe also carries products under The Vitamin Shoppe^®, BodyTech^®, True Athlete^®, MyTrition^®, plnt^®, ProBioCare^TM, Next Step^®, and Betancourt Nutrition^TM brands. The Vitamin Shoppe conducts business through more than 750 company-operated retail stores under The Vitamin Shoppe and Super Supplements retail banners, and primarily 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.