Additional Proxy Soliciting Materials (definitive) (defa14a)
April 12 2017 - 6:05AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
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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
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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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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GNC
HOLDINGS, INC.
(Name
of Registrant as Specified In Its Charter)
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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)
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Title of
each class of securities to which transaction applies
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed
maximum aggregate value of transaction:
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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)
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Amount Previously
Paid:
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(2)
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Form, Schedule
or Registration Statement No.:
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***
Exercise Your
Right
to Vote ***
Important
Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 23, 2017
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Meeting
Information
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GNC HOLDINGS, INC.
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Meeting
Type:
Annual Meeting
For
holders as of:
March 24, 2017
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Date:
May 23, 2017
Time:
8:00 AM EDT
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Location:
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Omni William Penn Hotel
530 William Penn Place
Pittsburgh, PA 15219
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You
are receiving this communication because you hold shares in the above named company.
This
is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete
proxy materials that are available to you on the Internet. You may view the proxy materials online at
www.proxyvote.com
or
easily request a paper copy (see reverse side).
We encourage
you to access and review all of the important information contained in the proxy materials before voting.
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See
the reverse side of this notice to obtain proxy materials and voting instructions.
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0000328062_1 R1.0.1.15
How
to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE:
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1.
Notice
& Proxy Statement
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2.
Form 10-K
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How to View Online:
Have the information that is printed in the box marked by the arrow
(located on the following page) and visit:
www.proxyvote.com.
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How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request
one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
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1)
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BY INTERNET
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www.proxyvote.com
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2)
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BY TELEPHONE
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1-800-579-1639
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3)
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BY E-MAIL*
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sendmaterial@proxyvote.com
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*
If requesting materials by e-mail, please send a blank e-mail with the information
that is printed in the box marked by the arrow
(located on the following page) in the subject line.
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Requests, instructions and other inquiries sent to this e-mail address will NOT
be forwarded to your investment advisor. Please make the request as instructed above on or before May 09, 2017 to facilitate timely
delivery.
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Please
Choose One of the Following Voting Methods
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Vote
In Person:
If you choose to vote these shares in person
at the meeting, you must request a “
legal proxy
.” To do so, please
follow the instructions at
www.proxyvote.com
or request a paper copy of the materials,
which will contain the appropriate instructions. Many shareholder meetings have attendance
requirements including, but not limited to, the possession of an attendance ticket issued
by the entity holding the meeting. Please check the meeting materials for any special
requirements for meeting attendance.
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V
ote
By Internet:
To vote now by Internet, go to
www.proxyvote.com.
Have the information that
is printed in the box marked by the arrow
available
and follow the instructions.
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Vot
e
By Mail:
You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.
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0000328062_2 R1.0.1.15
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Voting items
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The Board of Directors recommends that you vote FOR the following:
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1.
Election
of Directors
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Nominees
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01 Jeffrey P. Berger
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02 Alan D. Feldman
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03 Michael F. Hines
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04 Amy B. Lane
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05 Philip E. Mallott
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06 Robert F. Moran
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07 Richard J. Wallace
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The Board of Directors recommends you vote FOR the following proposal(s):
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2
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The adoption, by non-binding vote, of the advisory resolution to approve
the compensation paid to the Company’s named executive officers in 2016, as disclosed in the proxy materials.
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The Board of Directors recommends you vote 1 YEAR on the following proposal:
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3
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To recommend, by non-binding vote, the frequency of holding a non-binding,
advisory vote by stockholders to approve the compensation of our named executive officers.
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The Board of Directors recommends you vote FOR the following proposal(s):
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4
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The ratification of the appointment of PricewaterhouseCoopers LLP as independent
auditors for the Company’s 2017 fiscal year.
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NOTE:
Such other business as may properly come before the meeting or any adjournment
or postponement thereof.
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0000328062_3 R1.0.1.15
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GNC
HOLDINGS, INC.
300 SIXTH AVENUE
PITTSBURGH, PA 15222
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VOTE
BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC
DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent
to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up
for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you
agree to receive or access proxy materials electronically in future years.
VOTE
BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the
day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE
BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return
it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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KEEP
THIS PORTION FOR YOUR RECORDS
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THIS PROXY
CARD IS VALID ONLY WHEN SIGNED AND DATED.
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DETACH AND RETURN
THIS PORTION ONLY
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For
All
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Withhold
All
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For All
Except
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To withhold
authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s)
on the line below.
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The
Board of Directors recommends you vote FOR the following:
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☐
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1.
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Election of Directors
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Nominees
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01
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Jeffrey P. Berger
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02 Alan
D. Feldman
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03 Michael
F. Hines
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04 Amy
B. Lane
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05 Philip
E. Mallott
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06
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Robert F. Moran
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07 Richard
J. Wallace
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The Board of Directors recommends
you vote FOR the following proposal:
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For
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Against
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Abstain
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2
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The adoption, by non-binding vote,
of the advisory resolution to approve the compensation paid to the Company’s named executive officers in 2016, as disclosed
in the proxy materials.
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☐
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☐
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☐
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The Board of Directors recommends
you vote 1 YEAR on the following proposal:
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1 year
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2 years
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3 years
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Abstain
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3
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To recommend, by non-binding vote,
the frequency of holding a non-binding, advisory vote by stockholders to approve the compensation of our named executive officers.
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The Board of Directors recommends
you vote FOR the following proposal:
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For
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Against
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Abstain
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4
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The ratification of the appointment
of PricewaterhouseCoopers LLP as independent auditors for the Company’s 2017 fiscal year.
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☐
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☐
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☐
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NOTE:
Such other business as
may properly come before the meeting or any adjournment or postponement thereof.
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Please
sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please
give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership,
please sign in full corporate or partnership name, by authorized officer.
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date
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0000328064_1 R1.0.1.15
Important
Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The
Notice & Proxy Statement, Form 10-K is/are available at
www.proxyvote.com
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GNC HOLDINGS, INC.
Annual Meeting of Stockholders
May 23, 2017 8:00 AM ET
This proxy is solicited by the Board of Directors
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The Stockholder(s) hereby appoint(s), Tricia K. Tolivar and Gavin M. O’Connor, or either of them, as proxies,
each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and vote, as designated on the
reverse side of this ballot, all of the shares of common stock of GNC HOLDINGS, INC. that the stockholder(s) is/are entitled to
vote at the Annual Meeting of Stockholders to be held at 8:00 AM ET, on May 23, 2017, at Omni William Penn Hotel, 530 William Penn
Place, Pittsburgh, Pennsylvania 15219, and any adjournment or postponement thereof.
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This proxy, when
properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in
accordance with the Board of Directors’ recommendations.
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Continued and to be signed on reverse side
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0000328064_2 R1.0.1.15
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