PITTSBURGH, Sept. 11, 2017 /PRNewswire/ -- GNC Holdings,
Inc. (NYSE: GNC) (the "Company") today announced the grant on
September 11, 2017 (the "Grant Date") of a non-qualified stock
option to purchase 519,126 shares of the Company's common stock
with an exercise price equal to $8.95
per share (the closing price per share of the Company's common
stock as reported on the NYSE on the Grant Date) and 519,556 shares
of restricted stock to Kenneth A.
Martindale as a material inducement to his hiring as Chief
Executive Officer of the Company.
Of the total shares of restricted stock, 307,265 shares are
"make-whole" awards, of which 67,040 are fully vested upon grant,
106,146 are scheduled to vest on the last trading date of
December 2017 subject to acceleration
to the extent necessary to cover any applicable income and payroll
tax withholding resulting from the recognition of ordinary income
pursuant to a Section 83(b) election ("Section 83(b) Tax
Liability") and 134,079 are scheduled to vest in three equal
installments on each of the first three anniversaries of grant
subject to acceleration to the extent necessary to cover any
applicable Section 83(b) Tax Liability. The remaining 212,291
shares of restricted stock and the stock option will vest in three
equal installments on each of the first three anniversaries of
grant. Vesting will fully accelerate in the event of death or
disability and, in the case of the make-whole awards, a separation
from service by reason of involuntary termination by the Company
without "cause" or by Mr. Martindale voluntarily for "good reason"
(as defined in his employment agreement). In addition, time
vested awards that would have vested during the 24 month period
following an involuntary termination by the Company without cause
or by Mr. Martindale voluntarily for good reason will also
vest. The stock option will expire on the tenth anniversary
of the Grant Date.
The stock option and the shares of restricted stock were all
granted outside the terms of GNC's 2015 Stock and Incentive Plan
and approved by the Company's Compensation Committee of the Board
of Directors in reliance on the employment inducement exemption
under the NYSE's Listed Company Manual Rule 303A.08, which requires
public announcement of inducement awards. Pursuant to the
requirements of that rule, GNC is issuing this press release.
About Us
GNC Holdings, Inc. (NYSE: GNC) - Headquartered in
Pittsburgh, PA - is a leading
global specialty health, wellness and performance retailer.
GNC connects customers to their best selves by offering a
premium assortment of heath, wellness and performance products,
including protein, performance supplements, weight management
supplements, vitamins, herbs and greens, wellness supplements,
health and beauty, food and drink and other general merchandise.
This assortment features proprietary GNC and nationally recognized
third-party brands.
GNC's diversified, multi-channel business model generates
revenue from product sales through company-owned retail stores,
domestic and international franchise activities, third-party
contract manufacturing, e-commerce and corporate partnerships. As
of June 30, 2017, GNC had
approximately 9,000 locations, of which approximately 6,800 retail
locations are in the United States
(including 2,378 Rite Aid franchise store-within-a-store locations)
and franchise operations in approximately 50 countries.
Forward-Looking Statements Involving Known and Unknown Risks
and Uncertainties
This release contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform
Act of 1995 with respect to the Company's financial
condition, results of operations and business that is not
historical information. Forward-looking statements can be
identified by the use of terminology such as "subject to,"
"believes," "anticipates," "plans," "expects," "intends,"
"estimates," "projects," "may," "will," "should," "can," the
negatives thereof, variations thereon and similar expressions, or
by discussions regarding dividend, share repurchase plan, strategy
and outlook. While GNC believes there is a reasonable basis for its
expectations and beliefs, they are inherently uncertain. The
Company may not realize its expectations and its beliefs may not
prove correct. Many factors could affect future performance and
cause actual results to differ materially from those matters
expressed in or implied by forward-looking statements, including
but not limited to unfavorable publicity or consumer perception of
the Company's products; costs of compliance and any failure on
management's part to comply with new and existing governmental
regulations governing our products; limitations of or disruptions
in the manufacturing system or losses of manufacturing
certifications; disruptions in the distribution
network; or failure to successfully execute the Company's growth
strategy, including any inability to expand franchise operations or
attract new franchisees, any inability to expand company-owned
retail operations, any inability to grow the international
footprint, any inability to expand the e-commerce businesses, or
any inability to successfully integrate businesses that are
acquired. The Company undertakes no obligation to publicly update
or revise any forward-looking statement, whether as a result of new
information, future events or otherwise. Actual results could
differ materially from those described or implied by such
forward-looking statements. For a listing of factors that may
materially affect such forward-looking statements, please refer to
the Company's Annual Report on Form 10-K for the year ended
December 31, 2016.
Contacts
Investors:
Matthew Milanovich
412-402-7260
matthew-milanovich@gnc-hq.com
Media:
Sard Verbinnen & Co.
Bryan Locke or Nikki Ritchie,
212-687-8080
blocke@sardverb.com; nritchie@sardverb.com
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SOURCE GNC Holdings, Inc.