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 ☒ | ||
| Filed by a Party other than the Registrant ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
GNC HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)
| ☒ | 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: |
*** Exercise Your Right to Vote ***
Important
Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 23, 2017
| Meeting Information | |||||
GNC HOLDINGS, INC.
|
Meeting Type: Annual Meeting For holders as of: March 24, 2017 |
||||
| Date: May 23, 2017 Time: 8:00 AM EDT | |||||
| Location: | Omni William Penn Hotel
| ||||
|
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. | ||||
| See the reverse side of this notice to obtain proxy materials and voting instructions. | |||||
0000328062_1 R1.0.1.15
| Before You Vote | ||||
How to Access the Proxy Materials
| Proxy Materials Available to VIEW or RECEIVE: | |||||||||
| 1. Notice & Proxy Statement | 2. Form 10-K | ||||||||
How to View Online: Have the information that is printed in the box marked by the arrow
|
|||||||||
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: |
|||||||||
| 1) | BY INTERNET: | www.proxyvote.com | |||||||
| 2) | BY TELEPHONE: | 1-800-579-1639 | |||||||
| 3) | BY E-MAIL*: | sendmaterial@proxyvote.com | |||||||
*
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. |
|||||||||
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.
|
|||||||||
| How To Vote | ||||
Please Choose One of the Following Voting Methods
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. |
|||
Vote
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 |
|||
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.
|
|||
0000328062_2 R1.0.1.15
| Voting items | ||||
| The Board of Directors recommends that you vote FOR the following: | ||||
| 1. Election of Directors | ||||
| Nominees | ||||
| 01 Jeffrey P. Berger | 02 Alan D. Feldman | 03 Michael F. Hines | 04 Amy B. Lane | 05 Philip E. Mallott | ||||
| 06 Robert F. Moran | 07 Richard J. Wallace |
The Board of Directors recommends you vote FOR the following proposal(s): | |
| 2 | 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. |
| The Board of Directors recommends you vote 1 YEAR on the following proposal: | |
| 3 | 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. |
The Board of Directors recommends you vote FOR the following proposal(s): | |
| 4 | The ratification of the appointment of PricewaterhouseCoopers LLP as independent auditors for the Company’s 2017 fiscal year. |
NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof. |
0000328062_3 R1.0.1.15
|
GNC
HOLDINGS, INC.
|
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. |
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | ||
| KEEP THIS PORTION FOR YOUR RECORDS | ||
| THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | DETACH AND RETURN THIS PORTION ONLY | |
| For All |
Withhold All |
For All Except |
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. | |||||||||||
| The Board of Directors recommends you vote FOR the following: | ☐ | ☐ | ☐ |
|
||||||||||
| 1. | Election of Directors | |||||||||||||
| Nominees | ||||||||||||||
| 01 | Jeffrey P. Berger | 02 Alan D. Feldman | 03 Michael F. Hines | 04 Amy B. Lane | 05 Philip E. Mallott | |||||||||
| 06 | Robert F. Moran | 07 Richard J. Wallace | ||||||||||||
| The Board of Directors recommends you vote FOR the following proposal: | For | Against | Abstain | |||||||||||
| 2 | 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. | ☐ | ☐ | ☐ | ||||||||||
| The Board of Directors recommends you vote 1 YEAR on the following proposal: | 1 year | 2 years | 3 years | Abstain | ||||||||||
| 3 | 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. | ☐ | ☐ | ☐ | ☐ | |||||||||
| The Board of Directors recommends you vote FOR the following proposal: | For | Against | Abstain | |||||||||||
| 4 | The ratification of the appointment of PricewaterhouseCoopers LLP as independent auditors for the Company’s 2017 fiscal year. | ☐ | ☐ | ☐ | ||||||||||
| NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof. | ||||||||||||||
| 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. | ||||||||||||||
|
||||||||||||||
| Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date | |||||||||||
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
| GNC HOLDINGS, INC. Annual Meeting of Stockholders May 23, 2017 8:00 AM ET This proxy is solicited by the Board of Directors |
||
| 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. | ||
| 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. | ||
| Continued and to be signed on reverse side | ||
0000328064_2 R1.0.1.15