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
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ PreliminaryProxy Statement |
¨ Confidential, For Use of the Commission Only(as permitted by Rule 14a-6(e)(2)) | |
| ¨ Definitive Proxy Statement |
||
| x Definitive Additional Materials | ||
| ¨ Soliciting Material Pursuant to §240.14a-12 |
VITAMIN SHOPPE, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | 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): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | 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. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. We encourage you to take advantage of Internet or telephone voting. Both are available 24 hours a day, 7 days a week. Internet and telephone voting s i available through 11:59 PM Eastern Time t h e day prior o t the shareholder meeting date. INTERNET http://www.proxyvoting.com/vsi Use the Internet to vote your proxy. Have your proxy card in hand when you access the web site. VITAMIN SHOPPE, INC. OR TELEPHONE 1-866-540-5760 Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you cal . If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card. To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope. Your Internet or telephone vote authorizes the named pro xies to vote your shares in the same manner as if you marked, signed and returned your proxy card. WO# 201 85 Fulfillment# 20180 FOLD AND DETACH HERE THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS IN DICATED, WILL BE VOTED “FOR” THE ELECTIO N OF ALL DIRECTOR NOMINEES, “FOR” PROPOSALS 2, 3 AND 4 AND IN THE DISCRETION OF THE PROXY HO LDER WITH RESPECT TO SUCH OTHER MATTE RS THAT MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT OF SUCH MEETING. Plea se mark your votes as indicated in this example The Board of Directors recommends a vote for all nominees for director. FOR WIT HHOLD *EXCEPTIONS ALL FOR ALL The Board of Directors re commends a vote FOR proposals 2, 3 and 4. 1. ELECTION OF DIR ECTORS Nominees: 01 Richard L. Marquee 06 Richard L. Percale 02 B. Michael Becker 07 Beth M. Pritchard 03 Catherine E. Bug glens 08 Katherine Davit-L pennon 04 John H. Edmondson 09 Ant honey N. Trousdale 05 David H. Yedwab FOR AGAINST ABSTAIN 2. Approve the advisory (non-binding) resolution relating to executive compensation. 3. Approve the amendment and restatement of The 2009 Equity Incentive Plan, including Performance goals. 4. Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 2012 fiscal year. I FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN I will Attend the Meeting Mark Here for Address Change or Comments SEE REVERSE NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. Signature Signature Date
You can now access your Vitamin Shoppe, Inc. account online. Access your Vitamin Shoppe, Inc. account online via Investor ServiceDirect® (ISD). The transfer agent for Vitamin Shoppe, Inc., now makes it easy and convenient to get current information on your shareholder account.0 View account status View payment history for dividends View certificate history Make address changes View book-entry information Obtain a duplicate 1099 tax form Visit us on the web at www.bnymellon.com/shareowner/equityaccess For Technical Assistance Call 1-877-978-7778 between 9am-7pm Monday-Friday Eastern Time Investor ServiceDirect® Available 24 hours per day, 7 days per week TOLL FREE NUMBER: 1-800-370-1163 Choose MLinkSM for fast, easy and secure 24/7 online access to your future proxy materials, investment plan statements, tax documents and more. Simply log on to Investor ServiceDirect® at www.bnymellon.com/shareowner/equityaccess where step-by-step instructions will prompt you through enrollment. Important notice regarding the Internet availability of proxy materials for the Annual Meeting of shareholders. The Proxy Statement and the 2011 Annual Report to Shareholders are available at: http://www.proxyvoting.com/vsi FOLD AND DETACH HERE PROXY VITAMIN SHOPPE, INC. Annual Meeting of Stockholders – June 7, 2012 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY The undersigned hereby appoints Douglas Henson and Michael Archbold, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of Vitamin Shoppe, Inc. Common Stock which the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Stockholders of the company to be held Thursday, June 7, 2012 or at any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the Meeting. Address Change/Comments (Mark the corresponding box on the reverse side) SHAREOWNER SERVICES P.O. BOX 3550 SOUTH HACKENSACK, NJ 07606-9250 (Continued and to be marked, dated and signed, on the other side) WO# 20185 Fulfillment# 20180