VSI / Vitamin Shoppe, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Vitamin Shoppe, Inc.
US ˙ NYSE ˙ US92849E1010
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
LEI 549300ER2JOBZCUUTS42
CIK 1360530
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Vitamin Shoppe, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
December 17, 2019 15-12B

VSI / Vitamin Shoppe, Inc. 15-12B - - 15-12B

15-12B 1 d852084d1512b.htm 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-34507 VITAMIN SHOPPE, INC. (Valor Acq

December 17, 2019 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 30, 2019, pursuant to the provisions of Rule 12d2-2 (a).

December 16, 2019 EX-3.1

Certificate of Formation of Valor Acquisition, LLC.

EX-3.1 Exhibit 3.1 STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION • FIRST: The name of the limited liability company is Valor Acquisition, LLC. • SECOND: The address of its registered office in the State of Delaware is 1675 South State St., Ste. B, in the City of Dover, Kent County, Delaware 19808. The name of its Registered Agent at such address is Capitol Services, Inc. IN

December 16, 2019 EX-4.1

Supplemental Indenture dated as of December 16, 2019, by and between Valor Acquisition, LLC and Wilmington Trust, National Association.

EX-4.1 Exhibit 4.1 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 16, 2019, among VALOR ACQUISITION, LLC, a Delaware limited liability company (“Merger Sub”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”). W I T N E S S E T H WHEREAS, Vitamin Shoppe, Inc., a Delaware corporation

December 16, 2019 S-8 POS

VSI / Vitamin Shoppe, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 16, 2019 Registration No.

December 16, 2019 S-8 POS

VSI / Vitamin Shoppe, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 16, 2019 Registration No.

December 16, 2019 S-8 POS

VSI / Vitamin Shoppe, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 16, 2019 Registration No.

December 16, 2019 S-8 POS

VSI / Vitamin Shoppe, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on December 16, 2019 Registration No.

December 16, 2019 S-8 POS

VSI / Vitamin Shoppe, Inc. S-8 POS - - S-8 POS

S-8 POS 1 d123131ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on December 16, 2019 Registration No. 333-165897; 333-162990; 333-207800; 333-219836; 333-226683 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8, Registration Statement No. 333-165897 Post-Effective Amendment No. 1 to Form S-8, Registration Sta

December 16, 2019 EX-3.2

Amended and Restated Limited Liability Company Agreement of Valor Acquisition, LLC.

EX-3.2 Exhibit 3.2 AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VALOR ACQUISITION, LLC THIS AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of December 13, 2019, of Valor Acquisition, LLC, a Delaware limited liability Company (the “Company”), is entered into by Franchise Group, Inc., a Delaware corporation (formerly known as Liberty Tax, Inc.) as so

December 16, 2019 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 16, 2019 VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or other jurisdiction of incorporation or organi

December 11, 2019 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 d839275d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 11, 2019 VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or other jurisdiction of in

December 3, 2019 DEFA14A

VSI / Vitamin Shoppe, Inc. DEFA14A - - DEFA14A

DEFA14A 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 Pro

November 12, 2019 DEFM14A

VSI / Vitamin Shoppe, Inc. DEFM14A - - DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 12, 2019 EX-2.1

First Amendment to Agreement and Plan of Merger, dated as of November 11, 2019, by and among Vitamin Shoppe, Inc., Franchise Group, Inc. (formerly known as Liberty Tax, Inc.), and Valor Acquisition, LLC.

EX-2.1 Exhibit 2.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This FIRST AMENDMENT (this “Amendment”), to the Agreement and Plan of Merger, dated as of August 7, 2019 (the “Merger Agreement”), by and among Liberty Tax, Inc. a Delaware corporation (now known as Franchise Group, Inc.) (“Parent”), Valor Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of Paren

November 12, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 11, 2019 VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or other jurisdiction of incorporation or organi

November 12, 2019 EX-2.1

First Amendment to Agreement and Plan of Merger, dated as of November 11, 2019, by and among Vitamin Shoppe, Inc., Franchise Group, Inc. (formerly known as Liberty Tax, Inc.), and Valor Acquisition, LLC.

EX-2.1 Exhibit 2.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This FIRST AMENDMENT (this “Amendment”), to the Agreement and Plan of Merger, dated as of August 7, 2019 (the “Merger Agreement”), by and among Liberty Tax, Inc. a Delaware corporation (now known as Franchise Group, Inc.) (“Parent”), Valor Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of Paren

November 12, 2019 DEFA14A

VSI / Vitamin Shoppe, Inc. DEFA14A - - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): November 11, 2019 VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or other jurisdiction of incorporation or organi

November 6, 2019 10-Q

VSI / Vitamin Shoppe, Inc. 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 28, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to .

November 6, 2019 EX-99.1

Vitamin Shoppe, Inc. Announces Third Quarter 2019 Results

Exhibit 99.1 VITAMIN SHOPPE, INC. 300 Harmon Meadow Blvd Secaucus, NJ 07094 (201) 868-5959 www.vitaminshoppe.com NEWS RELEASE Vitamin Shoppe, Inc. Announces Third Quarter 2019 Results • Expected Closing of the Sale to Franchise Group Inc. by end of 2019 • The Company Cancels 3Q19 Earnings Conference Call SECAUCUS, N.J. November 6, 2019 - Vitamin Shoppe, Inc. (NYSE: VSI), an omni-channel, specialty

November 6, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 6, 2019 Vitamin Shoppe, Inc.

October 25, 2019 CORRESP

VSI / Vitamin Shoppe, Inc. CORRESP - -

CORRESP 1 filename1.htm October 25, 2019 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Katherine Bagley Mara Ransom Re: Vitamin Shoppe, Inc. Preliminary Proxy Statement on Schedule 14A Filed September 30, 2019 File No. 001-34507 Ladies and Gentlemen: On behalf of our client, Vitamin Shopp

September 30, 2019 PREM14A

VSI / Vitamin Shoppe, Inc. PREM14A - - PREM14A

PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 23, 2019 8-K

Other Events

8-K 1 d808451d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 23, 2019 VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or other jurisdiction of i

September 23, 2019 DEFA14A

VSI / Vitamin Shoppe, Inc. DEFA14A - - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 23, 2019 VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or other jurisdiction of incorporation or organ

September 9, 2019 8-K

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 9, 2019 VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or other jurisdiction of incorporation or organi

September 9, 2019 EX-99.1

The Vitamin Shoppe® Provides Update on “Go-Shop” Process

EX-99.1 Exhibit 99.1 The Vitamin Shoppe® Provides Update on “Go-Shop” Process SECAUCUS, N.J., September 9, 2019 /PRNewswire/ — Vitamin Shoppe, Inc. (NYSE: VSI) (the “Company” or “The Vitamin Shoppe”) today announced that the “go-shop” period provided for under the terms of the previously announced merger agreement (the “Merger Agreement”) by and among the Company, Liberty Tax, Inc. (“Liberty Tax”)

September 9, 2019 DEFA14A

VSI / Vitamin Shoppe, Inc. DEFA14A - - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 9, 2019 VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or other jurisdiction of incorporation or organi

September 9, 2019 EX-99.1

Press release, dated as of September 9, 2019.

EX-99.1 Exhibit 99.1 The Vitamin Shoppe® Provides Update on “Go-Shop” Process SECAUCUS, N.J., September 9, 2019 /PRNewswire/ — Vitamin Shoppe, Inc. (NYSE: VSI) (the “Company” or “The Vitamin Shoppe”) today announced that the “go-shop” period provided for under the terms of the previously announced merger agreement (the “Merger Agreement”) by and among the Company, Liberty Tax, Inc. (“Liberty Tax”)

August 12, 2019 SC 13G/A

VSI / Vitamin Shoppe, Inc. / VIEX Capital Advisors, LLC - AMENDMENT NO. 1 TO THE SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 Vitamin Shoppe, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 92849E101 (CUSIP Number) August 8, 2019

August 8, 2019 DEFA14A

VSI / Vitamin Shoppe, Inc. DEFA14A - - DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION 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)) ☐

August 8, 2019 DEFA14A

VSI / Vitamin Shoppe, Inc. DEFA14A - - DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION 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)) ☐

August 8, 2019 DEFA14A

VSI / Vitamin Shoppe, Inc. DEFA14A - - DEFA14A

DEFA14A 1 d756880ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION 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 per

August 8, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 7, 2019 VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or other jurisdiction of incorporation or organizat

August 8, 2019 EX-99.1

The Vitamin Shoppe® to be Acquired by Liberty Tax The Vitamin Shoppe Shareholders to Receive $6.50 Per Share in Cash, Representing 43% Premium to Last Closing Price Transaction Will Deliver Long-Term Benefits to The Vitamin Shoppe Associates, Custome

EX-99.1 Exhibit 99.1 The Vitamin Shoppe® to be Acquired by Liberty Tax The Vitamin Shoppe Shareholders to Receive $6.50 Per Share in Cash, Representing 43% Premium to Last Closing Price Transaction Will Deliver Long-Term Benefits to The Vitamin Shoppe Associates, Customers and Business Partners While Further Positioning The Vitamin Shoppe as a Leader in Health and Wellness Transaction Represents C

August 8, 2019 EX-10.1

Voting Agreement, dated as of August 7, 2019, by and among Vitamin Shoppe, Inc. and each person identified on Schedule A thereto.

EX-10.1 Exhibit 10.1 EXECUTION VERSION VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”), dated as of August 8, 2019, is by and among Vitamin Shoppe, Inc., a Delaware corporation (the “Company”), and each Person identified on Schedule A attached hereto (each, a “Holder” and, collectively, the “Holders”). RECITALS WHEREAS, concurrently with the execution and delivery of this Agreement, the

August 8, 2019 EX-2.1

Agreement and Plan of Merger, dated as of August 7, 2019, by and among Vitamin Shoppe, Inc., Liberty Tax, Inc., and Valor Acquisition, LLC.

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among LIBERTY TAX, INC., VALOR ACQUISITION, LLC and VITAMIN SHOPPE, INC. Dated as of August 7, 2019 TABLE OF CONTENTS Page Article I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Additional Definitions 12 1.3 Certain Interpretations 15 Article II THE MERGER 17 2.1 The Merger 17 2.2 The Effective Time 17 2.3 Th

August 8, 2019 EX-10.1

Voting Agreement, dated as of August 7, 2019, by and among Vitamin Shoppe, Inc. and each person identified on Schedule A thereto.

EX-10.1 Exhibit 10.1 EXECUTION VERSION VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”), dated as of August 8, 2019, is by and among Vitamin Shoppe, Inc., a Delaware corporation (the “Company”), and each Person identified on Schedule A attached hereto (each, a “Holder” and, collectively, the “Holders”). RECITALS WHEREAS, concurrently with the execution and delivery of this Agreement, the

August 8, 2019 EX-99.1

Press release, dated as of August 8, 2019.

EX-99.1 Exhibit 99.1 The Vitamin Shoppe® to be Acquired by Liberty Tax The Vitamin Shoppe Shareholders to Receive $6.50 Per Share in Cash, Representing 43% Premium to Last Closing Price Transaction Will Deliver Long-Term Benefits to The Vitamin Shoppe Associates, Customers and Business Partners While Further Positioning The Vitamin Shoppe as a Leader in Health and Wellness Transaction Represents C

August 8, 2019 DEFA14A

VSI / Vitamin Shoppe, Inc. DEFA14A - - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 7, 2019 VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or other jurisdiction of incorporation or organizat

August 8, 2019 EX-2.1

Agreement and Plan of Merger, dated as of August 7, 2019, by and among Vitamin Shoppe, Inc., Liberty Tax, Inc., and Valor Acquisition, LLC.

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among LIBERTY TAX, INC., VALOR ACQUISITION, LLC and VITAMIN SHOPPE, INC. Dated as of August 7, 2019 TABLE OF CONTENTS Page Article I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Additional Definitions 12 1.3 Certain Interpretations 15 Article II THE MERGER 17 2.1 The Merger 17 2.2 The Effective Time 17 2.3 Th

August 8, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 vsi-06292019x8k.htm 8-K 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): August 8, 2019 Vitamin Shoppe, Inc. (Exact name of registrant as specified in its charter) Delaware 11-3664322 (State or Other Jurisdiction of Incorporatio

August 8, 2019 EX-99.1

Vitamin Shoppe, Inc. Announces Second Quarter 2019 Results

Exhibit 99.1 VITAMIN SHOPPE, INC. 300 Harmon Meadow Blvd Secaucus, NJ 07094 (201) 868-5959 www.vitaminshoppe.com NEWS RELEASE Vitamin Shoppe, Inc. Announces Second Quarter 2019 Results • The Company Agrees to be Acquired by Liberty Tax • The Company Cancels 2Q19 Earnings Conference Call SECAUCUS, N.J. August 8, 2019 - Vitamin Shoppe, Inc. (NYSE: VSI), an omni-channel, specialty retailer of nutriti

August 8, 2019 EX-99.5

VOTING AGREEMENT

Exhibit 5 Execution Version VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”), dated as of August 8, 2019, is by and among Vitamin Shoppe, Inc.

August 8, 2019 SC 13D/A

VSI / Vitamin Shoppe, Inc. / Vintage Capital Management LLC - SCHEDULE 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Vitamin Shoppe, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 92848E101 (CUSIP Number) Vintage Capital Management, LLC 4705 S. Apopka Vineland Road, Suite 206 Orlando, FL 32819 (407) 909-8015 With a copy to: Russell Leaf,

August 8, 2019 10-Q

VSI / Vitamin Shoppe, Inc. 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 29, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to .

June 6, 2019 8-K

Current Report

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 6, 2019 VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction of Incorporation) (Commission Fi

June 4, 2019 SC 13G

92849EAB7 / Vitamin Shoppe, Inc. Bond / VIEX Capital Advisors, LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Vitamin Shoppe, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 92849EAB7 (CUSIP Number) May 30, 2019 (D

June 4, 2019 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 ex991to13g10114001060419.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G filed June 4, 2019 (including amendments thereto) with respect to the Common Stock of Vitamin Shopp

May 22, 2019 EX-99.1

THE VITAMIN SHOPPE® APPOINTS CHARLES KNIGHT AS CHIEF FINANCIAL OFFICER

EX-99.1 Exhibit 99.1 VITAMIN SHOPPE, INC. 300 Harmon Meadow Blvd Secaucus, NJ 07094 (201) 868-5959 VitaminShoppe.com NEWS RELEASE THE VITAMIN SHOPPE® APPOINTS CHARLES KNIGHT AS CHIEF FINANCIAL OFFICER SECAUCUS, NJ (May 22, 2019) – Vitamin Shoppe, Inc. (NYSE: VSI) (the “Company”), an omni-channel, specialty retailer of nutritional products, today announced that Charles Knight has been appointed Exe

May 22, 2019 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) May 22, 2019 VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction of Incorporation) (Commission Fi

May 22, 2019 EX-10.1

Offer of Promotion Agreement , dated as of May 20, 2019, by and between Charles D. Knight, Vitamin Shoppe, Inc. and Vitamin Shoppe Industries Inc.* (Incorporated by reference to Exhibit 10.1 in our Current Report on Form 8-K filed on May 22, 2019 (File No. 001-34507))

EX-10.1 Exhibit 10.1 Charles D. Knight c/o Vitamin Shoppe, Inc. 300 Harmon Meadow Blvd. Secaucus, NJ 07094 Re: Offer of Promotion Dear Chuck: By this letter (the “Promotion Letter”), Vitamin Shoppe, Inc., a Delaware corporation, and Vitamin Shoppe Industries Inc., a New York corporation (together the “Companies”) are very pleased to offer you a promotion to the position of Executive Vice President

May 15, 2019 CORRESP

VSI / Vitamin Shoppe, Inc. CORRESP - -

Acceleration Request Vitamin Shoppe, Inc. 300 Harmon Meadow Blvd. Secaucus, New Jersey 07094 By EDGAR Submission May 15, 2019 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Vitamin Shoppe, Inc. Registration Statement on Form S-3 File No. 333-229883 Ladies and Gentlemen: In accordance with Rule 461 promulgated under the

May 8, 2019 S-3/A

VSI / Vitamin Shoppe, Inc. S-3/A S-3/A

S-3/A 1 d711526ds3a.htm S-3/A Table of Contents As filed with the Securities and Exchange Commission on May 8, 2019 No. 333-229883 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VITAMIN SHOPPE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 11-3664322 (State of incorpo

May 8, 2019 EX-99.1

Vitamin Shoppe, Inc. Announces First Quarter 2019 Results

Exhibit 99.1 VITAMIN SHOPPE, INC. 300 Harmon Meadow Blvd Secaucus, NJ 07094 (201) 868-5959 www.vitaminshoppe.com NEWS RELEASE Vitamin Shoppe, Inc. Announces First Quarter 2019 Results First Quarter 2019 Highlights: - Gross Profit Margin Increases 200 basis points - Total Comparable Sales (3.5%) - GAAP net earnings per share from continuing operations of $0.15. Adjusted net earnings per share from

May 8, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 8, 2019 Vitamin Shoppe, Inc.

May 8, 2019 10-Q

VSI / Vitamin Shoppe, Inc. 10-Q Quarterly Report 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to .

May 2, 2019 EX-10.1

Resignation of Employment and Consulting Agreement, dated May 1, 2019, by and between David Mock and the Company.

EX-10.1 Exhibit 10.1 300 Harmon Meadow Blvd., Suite 500, Secaucus, NJ 07094 May 1, 2019 David Mock [email protected] Re: Resignation of Employment and Consulting Letter Agreement Dear Dave: This letter acknowledges that you resigned your employment with Vitamin Shoppe Industries Inc. (the “Company”) effective May 31, 2019 (the “Resignation Date”). As a result, you will cease to be an employee o

May 2, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) May 2, 2019 VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction of Incorporation) (Commission Fil

April 25, 2019 DEFA14A

VSI / Vitamin Shoppe, Inc. VITAMIN SHOPPE, INC. - DEFA14A

DEFA14A 1 lvsi2019defa14a.htm VITAMIN SHOPPE, INC. - DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14 A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Definitive Proxy Statement Definitive Additional

April 25, 2019 DEFA14A

VSI / Vitamin Shoppe, Inc. VITAMIN SHOPPE, INC. - DEFA14A

DEFA14A 1 lvsi2019defa14a.htm VITAMIN SHOPPE, INC. - DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14 A 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 Definitive Proxy Statement Definitive Additional Materials Solicit

April 25, 2019 DEF 14A

VSI / Vitamin Shoppe, Inc. VITAMIN SHOPPE, INC. - DEF 14A

VITAMIN SHOPPE, INC. DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14 A 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 Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to §240.14

April 9, 2019 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 9, 2019 (March 25, 2019) VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction of Incorpo

April 9, 2019 EX-10.1

Letter Agreement, dated April 8, 2019, by and between Charles D. Knight and the Company.

EX-10.1 Exhibit 10.1 April 8, 2019 Chuck Knight c/o Vitamin Shoppe, Inc. 300 Harmon Meadow Blvd. Secaucus, NJ 07094 Dear Chuck: Vitamin Shoppe, Inc., (the “Company”) is very pleased to offer you the position of Interim Chief Financial Officer. Your start date will be April 8, 2019. As Interim Chief Financial Officer, you will be responsible for the general financial affairs and management of the C

March 26, 2019 EX-99.1

THE VITAMIN SHOPPE® ANNOUNCES CHIEF FINANCIAL OFFICER RESIGNATION — PROMOTES CHARLES KNIGHT AS INTERIM CHIEF FINANCIAL OFFICER

EX-99.1 Exhibit 99.1 VITAMIN SHOPPE, INC. NEWS RELEASE 300 Harmon Meadow Blvd Secaucus, NJ 07094 (201) 868-5959 VitaminShoppe.com THE VITAMIN SHOPPE® ANNOUNCES CHIEF FINANCIAL OFFICER RESIGNATION — PROMOTES CHARLES KNIGHT AS INTERIM CHIEF FINANCIAL OFFICER SECAUCUS, NJ (March 26, 2019) – Vitamin Shoppe, Inc. (NYSE: VSI) (the “Company”), an omni-channel, specialty retailer of nutritional products,

March 26, 2019 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) March 26, 2019 (March 25, 2019) VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction of Incorporat

February 26, 2019 EX-99.1

Vitamin Shoppe, Inc. Announces Fourth Quarter 2018 Results

EX-99.1 2 vsi-122920188kex991.htm EXHIBIT 99.1 Exhibit 99.1 VITAMIN SHOPPE, INC. 300 Harmon Meadow Blvd Secaucus, NJ 07094 (201) 868-5959 www.vitaminshoppe.com NEWS RELEASE Vitamin Shoppe, Inc. Announces Fourth Quarter 2018 Results Fourth Quarter 2018 Highlights: - Gross Profit Margin Increases 210 basis points - Total Comparable Sales (4.7%) - Digital commerce (0.1%); excluding marketplaces ecomm

February 26, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 26, 2019 Vitamin Shoppe, Inc.

February 26, 2019 EX-10.44

Form of Performance Cash Award Agreement - 2018 LTIP* (Filed herewith)

Exhibit 10.44 VITAMIN SHOPPE, INC. PERFORMANCE CASH AWARD AGREEMENT pursuant to the VITAMIN SHOPPE 2018 LONG-TERM INCENTIVE PLAN * * * * * Participant: Grant Date: Value of Award: $ * * * * * THIS PERFORMANCE CASH AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Vitamin Shoppe, Inc., a company organized in the State of Delaware (the “Co

February 26, 2019 EX-10.75

Offer Letter Agreement, dated as of January 13, 2019, by and between Neal Panza and Vitamin Shoppe Industries Inc.* (Filed herewith)

Exhibit 10.75 January 13, 2019 Neal Panza Dear Neal: Vitamin Shoppe Industries Inc. (“Company” or “The Vitamin Shoppe”) is very pleased to offer you the position of Senior Vice President, Retail Operations. You will report to Sharon Leite, Chief Executive Officer. Your start date will be Monday, February 4, 2019. Your employment will be subject to all Company policies, procedures and practices, in

February 26, 2019 S-3

Power of Attorney (included in Part II of the Registration Statement on Form S-3, filed on February 26, 2019).

S-3 1 d711526ds3.htm FORM S-3 Table of Contents As filed with the Securities and Exchange Commission on February 26, 2019 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VITAMIN SHOPPE, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 11-3664322 (State of incorporation) (I.R.S. Emp

February 26, 2019 EX-10.71

Offer Letter Agreement, dated as of July 14, 2015, by and between David Kastin and Vitamin Shoppe, Inc.* (Filed herewith)

Exhibit 10.71 July 14, 2015 David Kastin Dear Mr. Kastin: Vitamin Shoppe Industries Inc. (“Company” or “The Vitamin Shoppe”) is very pleased to offer you the position of Senior Vice President, General Counsel and Corporate Secretary contingent on a successful drug screening and background investigation. You will report to Colin Watts, Chief Executive Officer. Your start date will be August 17, 201

February 26, 2019 EX-10.73

Offer Letter Agreement, dated as of October 12, 2018, by and between Stacey Renfro and Vitamin Shoppe Industries Inc.* (Filed herewith)

Exhibit 10.73 October 12, 2018 Stacey Renfro Dear Stacey: Vitamin Shoppe Industries Inc. (“Company” or “The Vitamin Shoppe”) is very pleased to offer you the position of Executive Vice President, Chief Customer and Digital Experience Officer. You will report to Sharon Leite, Chief Executive Officer. Your start date will be on or about November 5, 2018, or such other date as mutually agreed. The fo

February 26, 2019 EX-10.45

Form of Restricted Cash Agreement - 2018 LTIP* (Filed herewith)

Exhibit 10.45 VITAMIN SHOPPE, INC. RESTRICTED CASH AWARD AGREEMENT pursuant to the VITAMIN SHOPPE 2018 LONG-TERM INCENTIVE PLAN * * * * * Participant: Grant Date: Value of Award: $ * * * * * THIS RESTRICTED CASH AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Vitamin Shoppe, Inc., a company organized in the State of Delaware (the “Comp

February 26, 2019 10-K

VSI / Vitamin Shoppe, Inc. 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 29, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to .

February 26, 2019 EX-10.72

Offer Letter Agreement, dated as of October 30, 2018, by and between Andrew Laudato and Vitamin Shoppe Industries Inc.* (Filed herewith)

Exhibit 10.72 October 30, 2018 Andrew Laudato Dear Andrew: Vitamin Shoppe Industries Inc. (“Company” or “The Vitamin Shoppe”) is very pleased to offer you the position of Executive Vice President, Chief Technology Officer. You will report to Sharon Leite, Chief Executive Officer. Your start date will be on or about January 4, 2019, or such other date as mutually agreed. The following will outline

February 26, 2019 EX-21.1

Subsidiaries of the Registrant. (Filed herewith)

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Vitamin Shoppe Industries Inc. Vitamin Shoppe Mariner, Inc. VS Hercules, LLC Vitamin Shoppe Procurement Services, LLC Vitamin Shoppe Global, Inc. Vitamin Shoppe Florida, LLC Betancourt Sports Nutrition, LLC

February 26, 2019 EX-3.2

Fifth Amended and Restated By-laws of Vitamin Shoppe Inc. (Incorporated by reference to Exhibit 3.2 in our Annual Report on Form 10-K filed on February 26, 2019 (File No. 001-34507))

Exhibit 3.2 FIFTH AMENDED AND RESTATED BY-LAWS OF VITAMIN SHOPPE, INC. (hereinafter called the “Corporation”) Article I OFFICES Section 1. Registered Office. The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19808, County of New Castle. The name of its registered agent at that address is Corporation Service C

February 26, 2019 EX-10.74

Amendment to Offer Letter, dated as of November 12, 2018 by and between Stacey Renfro and Vitamin Shoppe Industries Inc.* (Filed herewith)

Exhibit 10.74 November 12, 2018 Stacey Renfro Re: Amendment to Offer Letter Dear Stacey: Vitamin Shoppe Industries Inc. (“Company” or “The Vitamin Shoppe”) amends its offer letter to you dated October 12, 2018 (the “Offer Letter”) as follows: Section 6 Sign-on Equity is hereby deleted in its entirety and replaced with the following language: 6. Sign-On Equity Grant. As an inducement for you to acc

February 26, 2019 EX-10.49

Director Compensation Plan and Stock Ownership Guidelines.* (Filed herewith)

Exhibit 10.49 Vitamin Shoppe, Inc. Director Compensation Plan and Stock Ownership Guidelines Effective January 1, 2019 Director Compensation 1.The non-employee directors will receive the following annual retainers, payable quarterly in advance, on or about the first business day of the fiscal quarter (pro-rated based on the portion of the year such director will serve on the Board): (a) Each non-e

February 12, 2019 SC 13G/A

VSI / Vitamin Shoppe, Inc. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) VITAMIN SHOPPE, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 92849E101 (CUSIP Number) DECEMBER 31, 2018 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule

February 11, 2019 SC 13G/A

VSI / Vitamin Shoppe, Inc. / VANGUARD GROUP INC Passive Investment

vitaminshoppeinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7 )* Name of issuer: Vitamin Shoppe Inc Title of Class of Securities: Common Stock CUSIP Number: 92849E101 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box

February 8, 2019 SC 13G/A

VSI / Vitamin Shoppe, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* VITAMIN SHOPPE INC (Name of Issuer) Common Stock (Title of Class of Securities) 92849E101 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

November 7, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 7, 2018 Vitamin Shoppe, Inc.

November 7, 2018 EX-99.1

Vitamin Shoppe, Inc. Announces Third Quarter 2018 Results

Exhibit 99.1 VITAMIN SHOPPE, INC. 300 Harmon Meadow Blvd Secaucus, NJ 07094 (201) 868-5959 www.vitaminshoppe.com NEWS RELEASE Vitamin Shoppe, Inc. Announces Third Quarter 2018 Results Third Quarter 2018 Highlights: - Total Comparable Sales (1.9%) - Digital commerce increases 22.1% - GAAP earnings per share (EPS) from continuing operations of $0.08. Adjusted EPS from continuing operations of $0.04

November 7, 2018 10-Q

VSI / Vitamin Shoppe, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to .

October 18, 2018 EX-99.1

THE VITAMIN SHOPPE® ANNOUNCES NEW CHIEF CUSTOMER AND DIGITAL EXPERIENCE OFFICER

EX-99.1 2 d639067dex991.htm EX-99.1 Exhibit 99.1 VITAMIN SHOPPE, INC. 300 Harmon Meadow Blvd Secaucus, NJ 07094 (201) 868-5959 VitaminShoppe.com NEWS RELEASE THE VITAMIN SHOPPE® ANNOUNCES NEW CHIEF CUSTOMER AND DIGITAL EXPERIENCE OFFICER SECAUCUS, NJ (October 18, 2018) – Vitamin Shoppe, Inc. (NYSE: VSI) (the “Company”), an omni-channel, specialty retailer of nutritional products, today announced t

October 18, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) October 18, 2018 VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction (Commission (IRS Employer of

August 24, 2018 8-K

Current Report

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) August 24, 2018 VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction of Incorporation) (Commission

August 8, 2018 S-8

VSI / Vitamin Shoppe, Inc. S-8

S-8 As filed with the Securities and Exchange Commission on August 8, 2018 Registration No.

August 8, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 8, 2018 Vitamin Shoppe, Inc.

August 8, 2018 EX-99.1

Vitamin Shoppe, Inc. Announces Second Quarter 2018 Results

Exhibit 99.1 VITAMIN SHOPPE, INC. 300 Harmon Meadow Blvd Secaucus, NJ 07094 (201) 868-5959 www.vitaminshoppe.com NEWS RELEASE Vitamin Shoppe, Inc. Announces Second Quarter 2018 Results Second Quarter 2018 Highlights: - Total Comparable Sales (1.1%) - Digital commerce increases 36.9% - Repurchases $29.9 million face value of convertible debt - GAAP earnings per share (EPS) from continuing operation

August 8, 2018 EX-10.4

Form of Restricted Stock Unit Agreement for Directors - 2018 LTIP* (Filed herewith)

Exhibit 10.4 VITAMIN SHOPPE, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (DIRECTOR FORM) pursuant to the VITAMIN SHOPPE 2018 LONG-TERM INCENTIVE PLAN * * * * * Participant: Grant Date: Number of Restricted Stock Units Granted: * * * * * THIS AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Vitamin Shoppe, Inc., a company organized in the

August 8, 2018 EX-10.8

Offer Letter, dated June 27, 2017, among Vitamin Shoppe, Inc., Vitamin Shoppe Industries Inc. and Bill Wafford* (Filed Herewith)

Exhibit 10.8 June 27, 2017 Bill Wafford c/o Vitamin Shoppe, Inc. 300 Harmon Meadow Blvd. Secaucus, NJ 07094 Re: Offer of Employment Dear Bill: 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 Senior Vice President, Business Development and Strategy. You will report to Co

August 8, 2018 10-Q

VSI / Vitamin Shoppe, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to .

August 8, 2018 EX-10.3

Form of Performance Stock Unit Award Agreement - 2018 LTIP* (Filed herewith)

Exhibit 10.3 VITAMIN SHOPPE, INC. PERFORMANCE STOCK UNIT AWARD AGREEMENT pursuant to the VITAMIN SHOPPE 2018 LONG-TERM INCENTIVE PLAN * * * * * Participant: Grant Date: Number of Performance Stock Units granted (at Target): * * * * * THIS AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Vitamin Shoppe, Inc., a company organized in the S

August 8, 2018 EX-10.2

Form of Restricted Stock Award Agreement - 2018 LTIP* (Filed herewith)

Exhibit 10.2 VITAMIN SHOPPE, INC. RESTRICTED STOCK AWARD AGREEMENT pursuant to the VITAMIN SHOPPE 2018 LONG-TERM INCENTIVE PLAN * * * * * Participant: Grant Date: Fair Market Value per Share on the Grant Date: $ Number of Shares of Restricted Stock granted: * * * * * THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between

August 8, 2018 EX-10.10

General Release and Waiver, dated as of June 4, 2018, among Vitamin Shoppe, Inc., Vitamin Shoppe Industries Inc. and Brenda Galgano (Filed herewith)

Exhibit 10.10 GENERAL RELEASE AND WAIVER This general release and waiver (“Agreement”) is made by and between Brenda Galgano (“Employee”) and Vitamin Shoppe, Inc. and Vitamin Shoppe Industries Inc. (collectively the “Company”). In consideration of the premises and the mutual covenants set forth herein and for other good and valuable consideration, including the Consulting Agreement between the par

August 8, 2018 EX-10.11

Consulting Agreement, dated as of June 6, 2018 by and between Vitamin Shoppe Industries Inc. and Brenda Galgano (Filed herewith)

Exhibit 10.11 CONSULTING AGREEMENT THIS AGREEMENT (“Agreement”) is effective as of this 6th day of June, 2018 (the “Effective Date”) , by and between Vitamin Shoppe Industries Inc., a New York corporation (“VSI”), and Brenda Galgano, an individual (“Consultant”). WHEREAS, VSI wishes to engage Consultant's services, and Consultant wishes to accept such engagement; NOW, THEREFORE, in consideration o

August 8, 2018 EX-10.7

Letter of Promotion, dated as of June 5, 2018, among Vitamin Shoppe, Inc., Vitamin Shoppe Industries Inc. and Bill Wafford* (Filed herewith)

Exhibit 10.7 June 5, 2018 Bill Wafford c/o Vitamin Shoppe, Inc. 300 Harmon Meadow Blvd. Secaucus, NJ 07094 Re: Offer of Promotion Dear Bill: By this letter (the “Promotion Letter”), Vitamin Shoppe, Inc., a Delaware corporation, and Vitamin Shoppe Industries Inc., a New York corporation (together the “Companies”) are very pleased to offer you a promotion to the position of Executive Vice President,

August 8, 2018 EX-10.5

Restricted Stock Unit Award Agreement - Alex Smith, Executive Chairman, July 2, 2018* (Filed herewith)

Exhibit 10.5 RSU # RESTRICTED STOCK UNIT AWARD AGREEMENT pursuant to the VITAMIN SHOPPE 2018 LONG-TERM INCENTIVE PLAN * * * * * Participant: Alex Smith Grant Date: Number of Restricted Stock Units Granted: * * * * * THIS AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Vitamin Shoppe, Inc., a company organized in the State of Delaware (

August 1, 2018 EX-10.2

Performance Share Unit Award Agreement for David Mock* (Incorporated by reference to Exhibit 10.2 in our Current Report on Form 8-K filed on August 1, 2018 (File No. 001-34507))

EX-10.2 Exhibit 10.2 VITAMIN SHOPPE, INC. PERFORMANCE STOCK UNIT AWARD AGREEMENT pursuant to the VITAMIN SHOPPE 2018 LONG-TERM INCENTIVE PLAN * * * * * Participant: David Mock Grant Date: Number of Performance Stock Units granted (at Target): * * * * * THIS AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Vitamin Shoppe, Inc., a company

August 1, 2018 EX-10.3

Offer Letter Agreement, dated as of January 12, 2018, by and between David Mock and Vitamin Shoppe, Inc.* (Incorporated by reference to Exhibit 10.3 in our Current Report on Form 8-K filed on August 1, 2018 (File No. 001-34507))

EX-10.3 Exhibit 10.3 January 12, 2018 David Mock Dear Dave: Vitamin Shoppe Industries Inc. (“Company” or “The Vitamin Shoppe”) is very pleased to offer you the position of Executive Vice President, Chief Merchandising and Marketing Officer. You will report to the Chief Executive Officer. Your start date will be on a date to be mutually agreed after the issuance of an employment visa by U.S. immigr

August 1, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) August 1, 2018 (July 30, 2018) VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction (Commission (I

August 1, 2018 EX-99.1

THE VITAMIN SHOPPE® EXPANDS EXECUTIVE TEAM HIRES EXECUTIVE VICE PRESIDENT, CHIEF MERCHANDISING & MARKETING OFFICER

EX-99.1 Exhibit 99.1 VITAMIN SHOPPE, INC. 300 Harmon Meadow Blvd Secaucus, NJ 07094 (201) 868-5959 VitaminShoppe.com NEWS RELEASE THE VITAMIN SHOPPE® EXPANDS EXECUTIVE TEAM HIRES EXECUTIVE VICE PRESIDENT, CHIEF MERCHANDISING & MARKETING OFFICER SECAUCUS, NJ (August 1, 2018) – Vitamin Shoppe, Inc. (NYSE: VSI), an omni-channel, specialty retailer of nutritional products, today announced that David M

August 1, 2018 EX-10.1

Restricted Stock Unit Award Agreement for David Mock* (Incorporated by reference to Exhibit 10.1 in our Current Report on Form 8-K filed on August 1, 2018 (File No. 001-34507))

EX-10.1 Exhibit 10.1 VITAMIN SHOPPE, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT pursuant to the VITAMIN SHOPPE 2018 LONG-TERM INCENTIVE PLAN * * * * * Participant: David Mock Grant Date: Number of Restricted Stock Units Granted: * * * * * THIS AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Vitamin Shoppe, Inc., a company organized in

July 23, 2018 EX-99.1

THE VITAMIN SHOPPE® ANNOUNCES NEW CHIEF EXECUTIVE OFFICER

EX-99.1 Exhibit 99.1 VITAMIN SHOPPE, INC. 300 Harmon Meadow Blvd Secaucus, NJ 07094 (201) 868-5959 VitaminShoppe.com NEWS RELEASE THE VITAMIN SHOPPE® ANNOUNCES NEW CHIEF EXECUTIVE OFFICER SECAUCUS, NJ (July 23, 2018) – Vitamin Shoppe, Inc. (NYSE: VSI) (the “Company”), an omni-channel, specialty retailer of nutritional products, today announced that it has appointed Sharon M. Leite as Chief Executi

July 23, 2018 EX-10.2

Form on Performance Stock Unit Award Agreement - Sharon Leite* (Incorporated by reference to Exhibit 10.2 in our Current Report on Form 8-K filed on July 23, 2018 (File No. 001-34507))

EX-10.2 Exhibit 10.2 VITAMIN SHOPPE, INC. PERFORMANCE STOCK UNIT AWARD AGREEMENT pursuant to the VITAMIN SHOPPE 2018 LONG-TERM INCENTIVE PLAN * * * * * Participant: Sharon Leite Grant Date: Number of Performance Stock Units granted (at Target): * * * * * THIS AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Vitamin Shoppe, Inc., a compa

July 23, 2018 8-K

VSI / Vitamin Shoppe, Inc. - 8-K - Regulation FD Disclosure, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) July 23, 2018 VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction of Incorporation) (Commission F

July 23, 2018 EX-10.1

Employment and Non-Competition Agreement dated as of July 17, 2018 by and between Sharon Leite, Vitamin Shoppe, Inc. and Vitamin Shoppe Industries Inc.* (Incorporated by reference to Exhibit 10.1 in our Current Report on Form 8-K filed on July 23, 2018 (File No. 001-34507)

EX-10.1 Exhibit 10.1 EMPLOYMENT AND NON-COMPETITION AGREEMENT This EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”) is made as of this 17th day of July, 2018, by and between Sharon Leite (the “Executive”) and Vitamin Shoppe, Inc., a Delaware corporation, (the “Parent”), Vitamin Shoppe Industries Inc., a New York corporation (“VSI”) and all of their subsidiaries and affiliates (collectiv

July 23, 2018 EX-10.3

Relocation and Repayment Agreement, dated as of July 17, 2018, by and between Sharon Leite, Vitamin Shoppe, Inc. and Vitamin Shoppe Industries Inc.* (Incorporated by reference to Exhibit 10.3 in our Current Report on Form 8-K filed on July 23, 2018 (File No. 001-34507))

EX-10.3 Exhibit 10.3 Relocation and Repayment Agreement This Relocation and Repayment Agreement is entered into by and between Sharon Leite (the “Executive” or “I”) and Vitamin Shoppe, Inc. and Vitamin Shoppe Industries Inc. (collectively the “Company”). 1. Relocation. The Company has agreed to provide the Executive with relocation benefits as set forth in the Vitamin Shoppe Domestic Relocation Po

June 29, 2018 8-K

Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 29, 2018 (June 28, 2018) VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction of Incorporatio

June 29, 2018 8-K/A

Current Report

8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 29, 2018 (April 24, 2018) VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Juris

June 28, 2018 SC 13G

VSI / Vitamin Shoppe, Inc. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 VITAMIN SHOPPE, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 92849E101 (CUSIP Number) JUNE 22, 2018 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which thi

June 25, 2018 EX-10.1

Offer Letter, dated as of June 4, 2018, among Vitamin Shoppe, Inc., Vitamin Shoppe Industries Inc. and Chuck Knight* (Incorporated by reference to Exhibit 10.1 in our Current Report on Form 8-K filed on June 25, 2018 (File No. 001-34507))

EX-10.1 Exhibit 10.1 June 4, 2018 Chuck Knight Dear Chuck: Vitamin Shoppe Industries Inc. (“Company” or “The Vitamin Shoppe”) is very pleased to offer you the position of SVP, Chief Accounting Officer and Corporate Controller. You will report to Bill Wafford, EVP Chief Financial Officer. Your start date will be 7/2/2018. Your employment will be subject to all Company policies, procedures and pract

June 25, 2018 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 25, 2018 VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction of Incorporation) (Commission File

June 13, 2018 DEFR14A

VSI / Vitamin Shoppe, Inc. DEFR14A

DEFR14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14 A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

June 7, 2018 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 7, 2018 VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction of Incorporation) (Commission File N

June 4, 2018 8-K

Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 4, 2018 Vitamin Shoppe, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction of Incorporation) (Commission F

May 18, 2018 DEF 14A

Amendment to Vitamin Shoppe 2010 Employee Stock Purchase Plan* (Incorporated by reference to Appendix B to the Definitive Proxy Statement of Vitamin Shoppe, Inc. filed on May 18, 2018 (File No. 001-34507)

Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 18, 2018 8-K

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

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) May 18, 2018 VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction of Incorporation) (Commission Fi

May 15, 2018 8-K

Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 15, 2018 Vitamin Shoppe, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction (Commission (IRS Employer of In

May 9, 2018 EX-99.1

Vitamin Shoppe, Inc. Announces First Quarter 2018 Results •Announces Sale of Nutri-Force

Exhibit 99.1 VITAMIN SHOPPE, INC. 300 Harmon Meadow Blvd Secaucus, NJ 07094 (201) 868-5959 www.vitaminshoppe.com NEWS RELEASE Vitamin Shoppe, Inc. Announces First Quarter 2018 Results •Announces Sale of Nutri-Force First Quarter 2018 Highlights: - Total Comparable Sales (3.6%) - Digital commerce increases 20.7% - Repurchases $45 million face value of convertible debt at a discount - GAAP loss per

May 9, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 vsi-03312018x8k.htm 8-K 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): May 9, 2018 Vitamin Shoppe, Inc. (Exact name of registrant as specified in its charter) Delaware 11-3664322 (State or Other Jurisdiction of Incorporation o

May 9, 2018 10-Q

VSI / Vitamin Shoppe, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to .

April 30, 2018 10-K/A

VSI / Vitamin Shoppe, Inc. 10-K/A (Annual Report)

10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 30, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to . Commission file number: 001-34507 VITAMIN SHOPPE

April 27, 2018 8-K

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

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) April 27, 2018 (April 24, 2018) VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction of Incorporat

April 24, 2018 SC 13D

VSI / Vitamin Shoppe, Inc. / SHAH CAPITAL MANAGEMENT Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Vitamin Shoppe, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 92849E101 (CUSIP Number) Shah Capital Management, Inc. 8601 Six Forks Road, Suite 630 Raleigh, NC 27615 (919) 719-6360 (Name, Address and Telephon

April 24, 2018 EX-99.1

JOINT FILING AGREEMENT

JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, par value $0.

April 24, 2018 SC 13D/A

VSI / Vitamin Shoppe, Inc. / Vintage Capital Management LLC - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Vitamin Shoppe, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 92849E101 (CUSIP Number) Vintage Capital Management, LLC 4705 S. Apopka Vineland Road, Suite 206 Orlando, FL 32819 (407) 909-8015 Shah Capital Ma

April 24, 2018 SC 13D

VSI / Vitamin Shoppe, Inc. / Vintage Capital Management LLC - SCHEDULE 13D Activist Investment

SC 13D 1 tv491665sc13d.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Vitamin Shoppe, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 92849E101 (CUSIP Number) Vintage Capital Management, LLC 4705 S. Apopka Vineland Road, Suite 206 Orlando,

April 23, 2018 EX-10.2

Cooperation Agreement dated as of April 20, 2018 by and among Vitamin Shoppe, Inc., Vintage Capital Management, LLC, Kahn Capital Management, LLC and Brian R. Kahn (Incorporated by reference to Exhibit 10.2 in our Current Report on Form 8-K filed on April 23, 2018 (File No. 001-34507))

EX-10.2 Exhibit 10.2 Execution Version COOPERATION AGREEMENT This Cooperation Agreement, dated April 20, 2018 (this “Agreement”), is by and among Vitamin Shoppe, Inc. (the “Company”) and the entities and natural Persons set forth on Exhibit A hereto (collectively, “Vintage Capital”). WHEREAS, a member of Vintage Capital has nominated certain individuals for election as directors at the Company’s 2

April 23, 2018 EX-10.1

Cooperation Agreement dated as of April 20, 2018 by and among Vitamin Shoppe, Inc., Shah Capital Management, Inc., Shah Capital Opportunity Fund LP and Himanshu H. Shah (Incorporated by reference to Exhibit 10.1 in our Current Report on Form 8-K filed on April 23, 2018 (File No. 001-34507))

EX-10.1 Exhibit 10.1 Execution Version COOPERATION AGREEMENT This Cooperation Agreement, dated April 20, 2018 (this “Agreement”), is by and among Vitamin Shoppe, Inc. (the “Company”) and the entities and natural Persons set forth on Exhibit A hereto (collectively, “Shah Capital”). WHEREAS, a member of Vintage Capital (as defined below) has nominated certain individuals for election as directors at

April 23, 2018 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) April 20, 2018 VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction of Incorporation) (Commission

April 23, 2018 EX-99.1

Vitamin Shoppe to Appoint New Independent Directors to Board

EX-99.1 Exhibit 99.1 Vitamin Shoppe to Appoint New Independent Directors to Board SECAUCUS, N.J. – April 23, 2018 – Vitamin Shoppe, Inc. (NYSE: VSI), an omni-channel, specialty retailer and contract manufacturer of nutritional products, today announced that it will appoint up to five new independent directors to its Board of Directors. Himanshu H. Shah, Sing Wang and Melvin L. Keating will join th

April 23, 2018 SC TO-C

VSI / Vitamin Shoppe, Inc. 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) April 20, 2018 VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction of Incorporation) (Commission File

April 23, 2018 EX-10.2

Cooperation Agreement dated as of April 20, 2018 by and among Vitamin Shoppe, Inc., Vintage Capital Management, LLC, Kahn Capital Management, LLC and Brian R. Kahn.

EX-10.2 Exhibit 10.2 Execution Version COOPERATION AGREEMENT This Cooperation Agreement, dated April 20, 2018 (this “Agreement”), is by and among Vitamin Shoppe, Inc. (the “Company”) and the entities and natural Persons set forth on Exhibit A hereto (collectively, “Vintage Capital”). WHEREAS, a member of Vintage Capital has nominated certain individuals for election as directors at the Company’s 2

April 23, 2018 EX-99.1

Press release dated April 23, 2018.

EX-99.1 Exhibit 99.1 Vitamin Shoppe to Appoint New Independent Directors to Board SECAUCUS, N.J. – April 23, 2018 – Vitamin Shoppe, Inc. (NYSE: VSI), an omni-channel, specialty retailer and contract manufacturer of nutritional products, today announced that it will appoint up to five new independent directors to its Board of Directors. Himanshu H. Shah, Sing Wang and Melvin L. Keating will join th

April 23, 2018 EX-10.1

Cooperation Agreement dated as of April 20, 2018 by and among Vitamin Shoppe, Inc., Shah Capital Management, Inc., Shah Capital Opportunity Fund LP and Himanshu H. Shah.

EX-10.1 Exhibit 10.1 Execution Version COOPERATION AGREEMENT This Cooperation Agreement, dated April 20, 2018 (this “Agreement”), is by and among Vitamin Shoppe, Inc. (the “Company”) and the entities and natural Persons set forth on Exhibit A hereto (collectively, “Shah Capital”). WHEREAS, a member of Vintage Capital (as defined below) has nominated certain individuals for election as directors at

March 29, 2018 8-K

Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): March 29, 2018 Vitamin Shoppe, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction of Incorporation) (Commission

March 19, 2018 EX-99.2

Vintage Capital Management, LLC 4705 S. Apopka Vineland Road, Suite 206 Orlando, FL 32819

Exhibit 2 Vintage Capital Management, LLC 4705 S. Apopka Vineland Road, Suite 206 Orlando, FL 32819 March 8, 2018 [Name] [Address] [Address] Dear Mr. [Last Name]: As you know, Vintage Capital Management, LLC, on behalf of itself and its affiliates (collectively, “VCM”), is considering the possibility of commencing a solicitation (the “Solicitation”) of proxies in connection with the 2018 Annual Me

March 19, 2018 SC 13D

VSI / Vitamin Shoppe, Inc. / Vintage Capital Management LLC - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Vitamin Shoppe, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 92849E101 (CUSIP Number) Vintage Capital Management, LLC 4705 S. Apopka Vineland Road, Suite 206 Orlando, FL 32819 (407) 909-8015 Shah Capital Man

March 19, 2018 EX-99.1

JOINT FILING AND SOLICITATION AGREEMENT

Exhibit 1 JOINT FILING AND SOLICITATION AGREEMENT This joint filing and solicitation agreement (this “Agreement”) is made and entered into as of March 18, 2018, between (a) Vintage Capital Management, LLC, a Delaware limited liability company (“Vintage Capital”), Kahn Capital Management, LLC, a Delaware limited liability company (“Kahn Capital”), and Brian R.

February 27, 2018 EX-99.1

Vitamin Shoppe, Inc. 300 Harmon Meadow Boulevard Secaucus, NJ 07094 February 26, 2018

EX-99.1 Exhibit 99.1 Vitamin Shoppe, Inc. 300 Harmon Meadow Boulevard Secaucus, NJ 07094 February 26, 2018 Colin Watts c/o Vitamin Shoppe, Inc. 300 Harmon Meadow Blvd. Secaucus, NJ 07045 Re: Transition Letter Agreement Dear Colin: This letter agreement (this “Letter Agreement”) confirms our agreement on your separation from Vitamin Shoppe, Inc. (the “Company”), which shall occur no later than May

February 27, 2018 8-K

VSI / Vitamin Shoppe, Inc. 8-K (Current Report)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): February 27, 2018 Vitamin Shoppe, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction of Incorporation) (Commiss

February 27, 2018 EX-99.1

Vitamin Shoppe, Inc. Announces Fourth Quarter 2017 Results •Alexander Smith Appointed Executive Chairman •Chief Executive Officer Colin Watts to Leave in May

Exhibit Exhibit 99.1 VITAMIN SHOPPE, INC. 300 Harmon Meadow Blvd Secaucus, NJ 07094 (201) 868-5959 www.vitaminshoppe.com NEWS RELEASE Vitamin Shoppe, Inc. Announces Fourth Quarter 2017 Results ? Alexander Smith Appointed Executive Chairman ? Chief Executive Officer Colin Watts to Leave in May Fourth Quarter 2017 Highlights: - Total Comparable Sales (4.6%), or (3.2%) adjusted for the holiday timing

February 27, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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): February 27, 2018 Vitamin Shoppe, Inc.

February 27, 2018 10-K

VSI / Vitamin Shoppe, Inc. 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 30, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to .

February 27, 2018 EX-10.52

Form of Restricted Cash Award Agreement* (Filed herewith)

Exhibit 10.52 VITAMIN SHOPPE, INC. RESTRICTED CASH AWARD AGREEMENT * * * * * Participant: Grant Date: Value of Award: $ * * * * * THIS RESTRICTED CASH AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Vitamin Shoppe, Inc., a company organized in the State of Delaware (the “Company”), and the Participant specified above; and WHEREAS, it h

February 27, 2018 EX-21.1

Subsidiaries of the Registrant. (Filed herewith)

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Vitamin Shoppe Industries Inc. Vitamin Shoppe Mariner, Inc. VS Hercules, LLC Vitamin Shoppe Procurement Services, Inc. Vitapath Canada Limited Vitamin Shoppe Global, Inc. FDC Vitamins, LLC Betancourt Sports Nutrition, LLC

February 27, 2018 EX-10.53

Form of Performance Cash Award Agreement* (Filed herewith)

Exhibit 10.53 VITAMIN SHOPPE, INC. PERFORMANCE CASH AWARD AGREEMENT * * * * * Participant: Grant Date: Value of Award:$ * * * * * THIS PERFORMANCE CASH AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Vitamin Shoppe, Inc., a company organized in the State of Delaware (the “Company”), and the Participant specified above; and WHEREAS, it

February 9, 2018 SC 13G/A

VSI / Vitamin Shoppe, Inc. / VANGUARD GROUP INC Passive Investment

vitaminshoppeinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6 )* Name of issuer: Vitamin Shoppe Inc Title of Class of Securities: Common Stock CUSIP Number: 92849E101 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box

February 9, 2018 SC 13G/A

VSI / Vitamin Shoppe, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* VITAMIN SHOPPE INC (Name of Issuer) Common Stock (Title of Class of Securities) 92849E101 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

February 9, 2018 SC 13G

VSI / Vitamin Shoppe, Inc. / BARROW HANLEY MEWHINNEY & STRAUSS LLC - SCHEDULE 13G Passive Investment

SC 13G 1 vsi13g02092018.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Vitamin Shoppe Inc (Name of Issuer) Common Stock (Title of Class of Securities) 92849E101 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate

December 29, 2017 SC 13G/A

VSI / Vitamin Shoppe, Inc. / Vintage Capital Management LLC - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Vitamin Shoppe, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 92849E101 (CUSIP Number) December 28, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

December 15, 2017 SC 13G

VSI / Vitamin Shoppe, Inc. / Vintage Capital Management LLC - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Vitamin Shoppe, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 92849E101 (CUSIP Number) December 5, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

December 5, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) December 5, 2017 (December 4, 2017) VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction of Incorp

December 5, 2017 EX-10.1

Separation Agreement, dated as of December 9, 2017, by and between Michael Beardall and Vitamin Shoppe Industries Inc.* (Incorporated by reference to Exhibit 10.1 in our Current Report on Form 8-K filed on December 5, 2017 (File No. 34507))

EX-10.1 Exhibit 10.1 December 4, 2017 Mr. Michael Beardall c/o Vitamin Shoppe Industries Inc. 300 Harmon Meadow Blvd. Secaucus, NJ 07028 Dear Mike: Vitamin Shoppe Industries Inc. (the ?Company?) acknowledges your intent to resign as President, Nutri-Force Nutrition and as an officer and/or employee of the Company and all of its parents, subsidiaries and affiliates. This letter agreement (the ?Agre

November 8, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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): November 8, 2017 Vitamin Shoppe, Inc.

November 8, 2017 EX-99.1

Vitamin Shoppe, Inc. Announces Third Quarter 2017 Results

Exhibit Exhibit 99.1 VITAMIN SHOPPE, INC. 300 Harmon Meadow Blvd Secaucus, NJ 07094 (201) 868-5959 www.vitaminshoppe.com NEWS RELEASE Vitamin Shoppe, Inc. Announces Third Quarter 2017 Results Third Quarter 2017 Highlights: -Total Comparable Sales Down 6.6%, down 5.8% excluding hurricane impact - GAAP loss per share of $3.72, includes impairment charges of $106.0 million - Launched Sales Driving an

November 8, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to .

October 18, 2017 CORRESP

VSI / Vitamin Shoppe, Inc. ESP

Document Vitamin Shoppe, Inc. 300 Harmon Meadow Blvd., Secaucus, NJ 07094 VIA EDGAR AND FEDERAL EXPRESS October 18, 2017 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: James Allegretto, Senior Assistant Chief Accountant, Office of Consumer Products Re: Vitamin Shoppe, Inc. Form 10-K for Fiscal Year Ended Decembe

August 16, 2017 8-K

Vitamin Shoppe 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) August 16, 2017 (August 10, 2017) VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction of Incorpor

August 11, 2017 SC 13D/A

VSI / Vitamin Shoppe, Inc. / CARLSON CAPITAL L P - AMENDMENT NO. 6 TO SCHEDULE 13D Activist Investment

Amendment No. 6 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Vitamin Shoppe, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 92849E101 (CUSIP Number) Carlson Capital, L.P. Attn: Joseph Brucchieri 2100 McKinney Avenue Suite 1800 Dallas, TX

August 9, 2017 S-8

Vitamin Shoppe S-8

S-8 As filed with the Securities and Exchange Commission on August 9, 2017 Registration No.

August 9, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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): August 9, 2017 Vitamin Shoppe, Inc.

August 9, 2017 EX-99.1

Vitamin Shoppe, Inc. Announces Second Quarter 2017 Results

Exhibit Exhibit 99.1 VITAMIN SHOPPE, INC. 300 Harmon Meadow Blvd Secaucus, NJ 07094 (201) 868-5959 www.vitaminshoppe.com NEWS RELEASE Vitamin Shoppe, Inc. Announces Second Quarter 2017 Results Second Quarter 2017 Highlights: -Total Comparable Sales Down 8.3% - Sports-related categories primary drivers of decline - GAAP loss per share of $6.73 - Records impairment charges of $168.1 million -Company

August 9, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 1, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to .

June 22, 2017 8-K

Vitamin Shoppe 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 22, 2017 (June 17, 2017) VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction (Commission (IR

June 9, 2017 8-K

Vitamin Shoppe 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 7, 2017 VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction of Incorporation) (Commission Fi

May 10, 2017 EX-99.1

FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

EX-99.1 Exhibit 99.1 FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Fourth Amendment to Amended and Restated Loan and Security Agreement (this ?Fourth Amendment?) is executed as of the 9th day of May, 2017 (the ?Fourth Amendment Effective Date?), by and among Vitamin Shoppe Industries Inc., a New York corporation (?Vitamin Shoppe?), Vitamin Shoppe Mariner, Inc., a Delawa

May 10, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) May 9, 2017 VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction of Incorporation) (Commission File Nu

May 10, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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): May 10, 2017 Vitamin Shoppe, Inc.

May 10, 2017 EX-99.1

Vitamin Shoppe, Inc. Announces First Quarter 2017 Results

Exhibit Exhibit 99.1 VITAMIN SHOPPE, INC. 300 Harmon Meadow Blvd Secaucus, NJ 07094 (201) 868-5959 www.vitaminshoppe.com NEWS RELEASE Vitamin Shoppe, Inc. Announces First Quarter 2017 Results First Quarter 2017 Highlights: - Total revenue decreased 5.9% -Total comparable sales down 6.3%, includes approximate 2.5% negative impact from a change in loyalty program - GAAP fully diluted earnings per sh

May 10, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 1, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to .

April 27, 2017 DEFA14A

Vitamin Shoppe DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14 A 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 ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ?

April 27, 2017 DEF 14A

Amended 2009 Equity Incentive Plan* (Incorporated by reference to Annex A of the Definitive Proxy Statement of Vitamin Shoppe, Inc. filed on April 27, 2017 (File No. 001-34507))

Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 6, 2017 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) April 6, 2017 (April 4, 2017) VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction (Commission (IR

April 6, 2017 EX-99.1

The Vitamin Shoppe Appoints Two New Members of Board of Directors

EX-99.1 Exhibit 99.1 VITAMIN SHOPPE, INC. 300 Harmon Meadow Blvd Secaucus, NJ 07094 (201) 868-5959 www.vitaminshoppe.com NEWS RELEASE The Vitamin Shoppe Appoints Two New Members of Board of Directors SECAUCUS, N.J., April 6, 2017 — Vitamin Shoppe, Inc. (NYSE: VSI), a multi-channel specialty retailer and manufacturer of nutritional products, today announced that its Board of Directors voted to expa

April 6, 2017 EX-24

EX-24

poaasmith

April 6, 2017 EX-24

EX-24

poatracydolgin

March 1, 2017 8-K

Results of Operations and Financial Condition

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): March 1, 2017 Vitamin Shoppe, Inc.

March 1, 2017 EX-99.1

Vitamin Shoppe, Inc. Announces Fourth Quarter 2016 Results

Exhibit Exhibit 99.1 VITAMIN SHOPPE, INC. 300 Harmon Meadow Blvd Secaucus, NJ 07094 (201) 868-5959 www.vitaminshoppe.com NEWS RELEASE Vitamin Shoppe, Inc. Announces Fourth Quarter 2016 Results Fourth Quarter 2016 Highlights: - Total revenue increases 3.9% - Total comparable sales down 2.2% - Vitaminshoppe.com sales increased 7% - Records $39.2 million of impairment charges for Nutri-Force, impacts

March 1, 2017 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to .

March 1, 2017 EX-10.65

Lease Agreement dated as of December 21, 2016, by and between Vitamin Shoppe Procurement Services, Inc. and Coldwater Industrial Associates 3, LLC (Incorporated by reference to Exhibit 10.65 in our Annual Report on Form 10-K filed on March 1, 2017 (File No. 001-34507))

Exhibit 10.65 LEASE AGREEMENT BETWEEN COLDWATER INDUSTRIAL ASSOCIATES 3, LLC, a Delaware limited liability company AS LANDLORD, AND VITAMIN SHOPPE PROCUREMENT SERVICES, INC., a Delaware corporation AS TENANT 925 N. 127TH AVENUE AVONDALE, ARIZONA 680272v7 LEASE AGREEMENT (Arizona Net Lease) THIS LEASE AGREEMENT ("Lease") is dated as of December 21, 2016, between COLDWATER INDUSTRIAL ASSOCIATES 3, L

March 1, 2017 EX-21.1

SUBSIDIARIES OF THE REGISTRANT

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Vitamin Shoppe Industries Inc. VS Direct, Inc. Vitamin Shoppe Mariner, Inc. VS Hercules, LLC Vitamin Shoppe Procurement Services, Inc. Vitapath Canada Limited Vitamin Shoppe Global, Inc. FDC Vitamins, LLC Betancourt Sports Nutrition, LLC Vitamin Shoppe Asia Limited

February 21, 2017 EX-10.1

Agreement, dated as of February 21, 2017, by and among Vitamin Shoppe, Inc. and Carlson Capital (Incorporated by reference to Exhibit 10.1 in our Current Report on Form 8-K filed on February 21, 2017 (File No. 001-34507))

EX-10.1 Exhibit 10.1 AGREEMENT This Agreement, dated February 21, 2017 (this ?Agreement?), is by and among Vitamin Shoppe, Inc. (the ?Company?) and the entities and natural Persons set forth on Schedule A hereto (collectively, ?Carlson Capital?). WHEREAS, the Company and Carlson Capital have engaged in various discussions and communications concerning the Company?s business, financial performance

February 21, 2017 EX-99.1

VITAMIN SHOPPE, INC. ANNOUNCES CHANGES TO BOARD OF DIRECTORS

EX-99.1 Exhibit 99.1 VITAMIN SHOPPE, INC. 300 Harmon Meadow Blvd Secaucus, NJ 07094 (201) 868-5959 www.vitaminshoppe.com NEWS RELEASE VITAMIN SHOPPE, INC. ANNOUNCES CHANGES TO BOARD OF DIRECTORS Secaucus, NJ (February 21 2017) ? The Vitamin Shoppe?, a multi-channel specialty retailer and manufacturer of nutritional products, today announced a number of changes to its board of directors. The Compan

February 21, 2017 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 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): February 21, 2017 Vitamin Shoppe, Inc.

February 21, 2017 SC 13D/A

VSI / Vitamin Shoppe, Inc. / CARLSON CAPITAL L P - AMENDMENT NO. 5 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 d350359dsc13da.htm AMENDMENT NO. 5 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Vitamin Shoppe, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 92849E101 (CUSIP Number) Carlson Capital, L.P. Attn: Joe Brucchieri 2100 McKinney A

February 21, 2017 EX-99.1

[Signature Pages Follow]

Exhibit 1 Exhibit 1 AGREEMENT This Agreement, dated February 21, 2017 (this “Agreement”), is by and among Vitamin Shoppe, Inc.

February 14, 2017 SC 13G/A

VSI / Vitamin Shoppe, Inc. / CANYON CAPITAL ADVISORS LLC - CANYON CAPITAL ADVISORS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Vitamin Shoppe Inc (Name of Issuer) COMMON STOCK (Title of Class of Securities) 92849E101 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

February 10, 2017 SC 13G/A

VSI / Vitamin Shoppe, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 vitaminshoppeinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5 )* Name of issuer: Vitamin Shoppe Inc Title of Class of Securities: Common Stock CUSIP Number: 92849E101 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to designate the rule pursuant to

February 9, 2017 SC 13G

VSI / Vitamin Shoppe, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* VITAMIN SHOPPE INC (Name of Issuer) Common Stock (Title of Class of Securities) 92849E101 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

February 9, 2017 SC 13G

VSI / Vitamin Shoppe, Inc. / BARROW HANLEY MEWHINNEY & STRAUSS LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Vitamin Shoppe, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92849E101 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate the rule pursuant to which this Schedul

December 22, 2016 8-K

Current Report

8-K 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): December 21, 2016 Vitamin Shoppe, Inc.

November 2, 2016 EX-99.1

Vitamin Shoppe, Inc. Announces Third Quarter 2016 Results

Exhibit Exhibit 99.1 VITAMIN SHOPPE, INC. 300 Harmon Meadow Blvd Secaucus, NJ 07094 (201) 868-5959 www.vitaminshoppe.com NEWS RELEASE Vitamin Shoppe, Inc. Announces Third Quarter 2016 Results Third Quarter 2016 Highlights: - Total revenue essentially flat and total comparable sales down 1.9% - GAAP fully diluted earnings per share of $0.48, and adjusted fully diluted earnings per share of $0.50 SE

November 2, 2016 8-K

Vitamin Shoppe 8-K (Current Report/Significant Event)

Document 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): November 2, 2016 Vitamin Shoppe, Inc.

November 2, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 24, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to .

August 3, 2016 EX-99.1

Vitamin Shoppe, Inc. Announces Second Quarter 2016 Results

Exhibit Exhibit 99.1 VITAMIN SHOPPE, INC. 300 Harmon Meadow Blvd Secaucus, NJ 07094 (201) 868-5959 www.vitaminshoppe.com NEWS RELEASE Vitamin Shoppe, Inc. Announces Second Quarter 2016 Results Second Quarter 2016 Highlights: - Total revenue up 3.2% - Total comparable sales increased 1.6% - E-commerce sales increased 9.4% - GAAP fully diluted earnings per share of $0.44, and adjusted fully diluted

August 3, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 3, 2016 Vitamin Shoppe, Inc.

August 3, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 25, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to .

July 12, 2016 EX-24

EX-24

powerofattorneyjasonreis

June 16, 2016 EX-99.1

THE VITAMIN SHOPPE®EXPANDS EXECUTIVE TEAM WITH HIRING OF CHIEF OPERATING OFFICER

EX-99.1 Exhibit 99.1 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 Chi

June 16, 2016 EX-10.1

Offer Letter, dated as of June 6, 2016, among Vitamin Shoppe, Inc., Vitamin Shoppe Industries Inc. and Jason Reiser * (Incorporated by reference to Exhibit 10.1 in our Current Report on Form 8-K filed on June 16, 2016 (File No. 001-34507))

EX-10.1 Exhibit 10.1 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 C

June 16, 2016 8-K

Regulation FD Disclosure

Form 8-K 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.

June 10, 2016 EX-3.1

Amended and Restated Certificate of Incorporation of Vitamin Shoppe, Inc. (Incorporated by reference to Exhibit 3.1 in our Current Report on Form 8-K filed on June 10, 2016 (File No. 001-34507))

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION VITAMIN SHOPPE, INC. Pursuant to Sections 242 and 245 of the Delaware General Corporation Law Vitamin Shoppe, Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify as follows: 1. The name of the Corporation is Vitamin Shoppe, Inc

June 10, 2016 8-K

Current Report

Form 8-K 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 10, 2016 (June 7, 2016) Vitamin Shoppe, Inc.

May 4, 2016 8-K

Vitamin Shoppe 8-K (Current Report/Significant Event)

8-K 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): May 4, 2016 Vitamin Shoppe, Inc.

May 4, 2016 EX-99.1

Vitamin Shoppe, Inc. Announces First Quarter 2016 Results

Exhibit Exhibit 99.1 VITAMIN SHOPPE, INC. 300 Harmon Meadow Blvd Secaucus, NJ 07094 (201) 868-5959 www.vitaminshoppe.com NEWS RELEASE Vitamin Shoppe, Inc. Announces First Quarter 2016 Results First Quarter 2016 Highlights: - Total revenue was flat with the same period of the prior year - Total comparable sales were (1.9)% - GAAP fully diluted earnings per share of $0.59, and adjusted fully diluted

May 4, 2016 EX-10.06

Form of Performance Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.06 in our Quarterly Report on Form 10-Q filed on May 4, 2016 (File No. 001-34507))

Exhibit 10.06 PSU # PERFORMANCE STOCK UNIT AWARD AGREEMENT pursuant to the VITAMIN SHOPPE 2009 EQUITY INCENTIVE PLAN * * * * * Participant: Grant Date: Number of Performance Stock Units granted (at Target): * * * * * THIS AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Vitamin Shoppe, Inc., a company organized in the State of Delaware

May 4, 2016 EX-10.01

Vitamin Shoppe, Inc. Executive Severance Pay Policy, amended and restated effective as of March 4, 2016 (Incorporated by reference to Exhibit 10.01 in our Quarterly Report on Form 10-Q filed on May 4, 2016 (File No. 001-34507))

Exhibit 10.01 Vitamin Shoppe, Inc. Executive Severance Pay Policy Amended and Restated As of March 4, 2016 (the "Effective Date") I. POLICY This Executive Severance Pay Policy (the "Policy") constitutes a program whereby Vitamin Shoppe, Inc. and its subsidiaries or affiliated companies (including those formed after the date hereof, collectively, the "Company") provide severance pay and other benef

May 4, 2016 EX-10.08

Form of Restricted Stock Award Agreement (Incorporated by reference to Exhibit 10.08 in our Quarterly Report on Form 10-Q filed on May 4, 2016 (File No. 001-34507))

Exhibit 10.08 Time Vesting Restricted Stock Award Number RES RESTRICTED STOCK AWARD AGREEMENT pursuant to the VITAMIN SHOPPE 2009 EQUITY INCENTIVE PLAN Participant: Grant Date: Fair Market Value per Share on the Grant Date: Number of Shares of Restricted Stock granted: * * * * * THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by

May 4, 2016 EX-10.03

Offer Letter, dated as of March 24, 2016 among Vitamin Shoppe, Inc., Vitamin Shoppe Industries Inc. and Brenda Galgano * (Incorporated by reference to Exhibit 10.03 in our Quarterly Report on Form 10-Q filed on May 4, 2016 (File No. 001-34507))

Exhibit 10.03 March 24, 2016 Brenda Galgano c/o Vitamin Shoppe, Inc. 300 Harmon Blvd. Secaucus, NJ 07982 Re: Continued Employment Dear Brenda: This letter will serve as confirmation of the terms of your continued employment with Vitamin Shoppe, Inc., a Delaware corporation (“Parent”), and Vitamin Shoppe Industries Inc., a New York corporation (the “Company”). You hereby acknowledge that the Employ

May 4, 2016 EX-10.07

Form of Non-Qualified Stock Option Agreement (Incorporated by reference to Exhibit 10.07 in our Quarterly Report on Form 10-Q filed on May 4, 2016 (File No. 001-34507))

Exhibit 10.07 NON-QUALIFIED STOCK OPTION AGREEMENT pursuant to the VITAMIN SHOPPE 2009 EQUITY INCENTIVE PLAN * * * * * Optionee: Grant Date: Per Share Exercise Price: Number of Option Shares subject to this Option: * * * * * THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Vitamin Shoppe, Inc., a company organi

May 4, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 26, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to .

April 25, 2016 DEFA14A

Vitamin Shoppe DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14 A 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: ? Preliminary ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement x

April 25, 2016 DEF 14A

Vitamin Shoppe DEFINITIVE PROXY

Definitive Proxy Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 15, 2016 PRE 14A

Vitamin Shoppe PRE 14A

PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 12, 2016 8-K

Vitamin Shoppe FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) April 12, 2016 (April 8, 2016) VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction of Incorp

March 10, 2016 EX-24

EX-24

POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints David M.

March 9, 2016 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) March 9, 2016 (March 8, 2016) VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction of Incorporatio

March 9, 2016 EX-99.1

The Vitamin Shoppe Announces New Member of Board of Directors

EX-99.1 Exhibit 99.1 VITAMIN SHOPPE, INC. 300 Harmon Meadow Blvd Secaucus, NJ 07094 (201) 868-5959 NEWS www.vitaminshoppe.com RELEASE The Vitamin Shoppe Announces New Member of Board of Directors SECAUCUS, N.J., March 9, 2016 ? Vitamin Shoppe, Inc. (NYSE: VSI), a multi-channel specialty retailer and manufacturer of nutritional products, today announced that its Board of Directors voted to expand t

March 2, 2016 EX-24

EX-24

POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS,that the undersigned hereby constitutes and appoints David M.

March 1, 2016 EX-99.1

The Vitamin Shoppe Announces New Member of Board of Directors

Exhibit 99.1 Exhibit 99.1 VITAMIN SHOPPE, INC. 300 Harmon Meadow Blvd Secaucus, NJ 07094 (201) 868-5959 www.vitaminshoppe.com NEWS RELEASE The Vitamin Shoppe Announces New Member of Board of Directors SECAUCUS, N.J., March 1, 2016 ? Vitamin Shoppe, Inc. (NYSE: VSI), a multi-channel specialty retailer and manufacturer of nutritional products, today announced that its Board of Directors voted to exp

March 1, 2016 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) March 1, 2016 (February 26, 2016) VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction (Commission (IR

February 24, 2016 SC 13D/A

VSI / Vitamin Shoppe, Inc. / CARLSON CAPITAL L P - AMENDMENT NO.4 TO SCHEDULE 13D Activist Investment

Amendment No.4 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Vitamin Shoppe, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 92849E101 (CUSIP Number) Shahla Ali Carlson Capital, L.P. 2100 McKinney Avenue Dallas, TX 75201 (214) 932-9600 Wit

February 23, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 23, 2016 Vitamin Shoppe, Inc.

February 23, 2016 EX-99.1

Vitamin Shoppe, Inc. Announces Fourth Quarter and Full Year 2015 Results

EX-99.1 2 d98760dex991.htm EX-99.1 Exhibit 99.1 VITAMIN SHOPPE, INC. 300 Harmon Meadow Blvd Secaucus, NJ 07094 (201)868-5959 NEWS www.vitaminshoppe.com RELEASE Vitamin Shoppe, Inc. Announces Fourth Quarter and Full Year 2015 Results Fourth Quarter 2015 Highlights: • Total revenue increased 1.2% • Total comparable sales were (0.3)% • GAAP fully diluted earnings per share of $0.22, and adjusted full

February 23, 2016 EX-21.1

SUBSIDIARIES OF THE REGISTRANT

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Vitamin Shoppe Industries Inc. VS Direct, Inc. Vitamin Shoppe Mariner, Inc. VS Hercules, LLC Vitamin Shoppe Procurement Services, Inc. Vitapath Canada Limited Vitamin Shoppe Global, Inc. FDC Vitamins, LLC Betancourt Sports Nutrition, LLC Vitamin Shoppe Asia Limited

February 23, 2016 EX-10.29

Joinder Agreement, dated as of March 20, 2015 by and between Vitamin Shoppe Procurement Services and JPMorgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.29 in our Annual Report on Form 10-K filed on February 23, 2016 (File No. 001-34507))

EX-10.29 Exhibit 10.29 JOINDER AGREEMENT THIS JOINDER AGREEMENT (this “Agreement”), dated as of March 20, 2015, is entered into among VITAMIN SHOPPE PROCUREMENT SERVICES, INC., a Delaware corporation (the “New Subsidiary”), JPMORGAN CHASE BANK, N.A., in its capacity as Agent (“Agent”), under that certain Amended and Restated Loan and Security Agreement dated as of January 20, 2011, by and among VI

February 23, 2016 EX-10.13

Letter Agreement, dated as of January 29, 2016, by and among Vitamin Shoppe Industries Inc., VS Direct Inc., Vitamin Shoppe Mariner, Inc., and Vitamin Shoppe Global, Inc., VS Hercules LLC, FDC Vitamins LLC, Betancourt Sports Nutrition, LLC, Vitamin Shoppe Procurement Services, Inc., as Borrowers, the guarantors parties thereto, the lenders parties thereto, and JPMorgan Chase Bank, N.A., as Agent. (Incorporated by reference to Exhibit 10.13 in our Annual Report on Form 10-K filed on February 23, 2016 (File No. 001-34507))

Exhibit 10.13 January 29, 2016 Vitamin Shoppe Industries Inc. 300 Harmon Meadow Blvd. Secaucus, NJ 07094 Attn: Chief Financial Officer Re: Credit Agreement Amendment Ladies and Gentlemen: Reference is made to that certain Amended and Restated Loan and Security Agreement dated as of January 20, 2011, by and among Vitamin Shoppe Industries Inc., a New York corporation (the “Administrative Borrower”)

February 23, 2016 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 26, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to .

February 23, 2016 EX-10.35

Vitamin Shoppe, Inc. Executive Severance Pay Policy, amended and restated effective as of October 29, 2014. (Incorporated by reference to Exhibit 10.35 in our Annual Report on Form 10-K filed on February 23, 2016 (File No. 001-34507))

Exhibit 10.35 Vitamin Shoppe, Inc. Executive Severance Pay Policy Amended and Restated Effective as of October 29, 2014 (the ?Effective Date?) I. POLICY This Executive Severance Pay Policy (the ?Policy?) constitutes a program whereby Vitamin Shoppe, Inc. and its subsidiaries or affiliated companies (collectively, the ?Company?) provide severance pay and other benefits to certain of its executive e

February 23, 2016 EX-10.53

2

EX-10.53 6 d116751dex1053.htm EX-10.53 Exhibit 10.53 January 29, 2016 Louis H. Weiss c/o Vitamin Shoppe, Inc. 300 Harmon Meadow Boulevard Secaucus, NJ 07082 Re: Severance and Release Agreement Dear Louis: This letter agreement (the “Agreement”) sets forth the terms of the severance and release agreement that Vitamin Shoppe, Inc. (“Parent”) and Vitamin Shoppe Industries Inc. (the “Company”) are off

February 23, 2016 EX-3.2

Fourth Amended and Restated By-laws of Vitamin Shoppe, Inc. (Incorporated by reference to Exhibit 3.2 in our Annual Report on Form 10-K filed on February 23, 2016 (File No. 001-34507))

Exhibit 3.2 FOURTH AMENDED AND RESTATED BY-LAWS OF VITAMIN SHOPPE, INC. (hereinafter called the ?Corporation?) ARTICLE I OFFICES Section 1. Registered Office. The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19808, County of New Castle. The name of its registered agent at that address is Corporation Service

February 16, 2016 SC 13G/A

VSI / Vitamin Shoppe, Inc. / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 v430198sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Vitamin Shoppe, Inc. (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) 92849E101 (CUSIP Number) December 3

February 12, 2016 SC 13G

VSI / Vitamin Shoppe, Inc. / CANYON CAPITAL ADVISORS LLC - CANYON CAPITAL ADVISORS LLC Passive Investment

SC 13G 1 vsi21216.htm CANYON CAPITAL ADVISORS LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Vitamin Shoppe Inc (Name of Issuer) COMMON STOCK (Title of Class of Securities) 92849E101 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r

February 11, 2016 SC 13G/A

VSI / Vitamin Shoppe, Inc. / VANGUARD GROUP INC Passive Investment

vitaminshoppeinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4 )* Name of issuer: Vitamin Shoppe Inc Title of Class of Securities: Common Stock CUSIP Number: 92849E101 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropriate box

February 2, 2016 SC 13G

VSI / Vitamin Shoppe, Inc. / BARROW HANLEY MEWHINNEY & STRAUSS LLC - SCHEDULE 13G Passive Investment

SC 13G 1 sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Vitamin Shoppe, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92849E101 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate the rul

January 19, 2016 8-K

Current Report

8-K 1 d122347d8k.htm 8-K 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): January 19, 2016 Vitamin Shoppe, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction of Incor

January 12, 2016 SC 13D/A

VSI / Vitamin Shoppe, Inc. / CARLSON CAPITAL L P - AMENDMENT NO.3 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 d103498dsc13da.htm AMENDMENT NO.3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Vitamin Shoppe, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 92849E101 (CUSIP Number) Shahla Ali Carlson Capital, L.P. 2100 McKinney Avenue Dalla

January 12, 2016 EX-10.1

Agreement, dated as of January 12, 2016, by and between the Company and Carlson Capital. (Incorporated by reference to Exhibit 10.1 in our Current Report on Form 8-K filed on January 12, 2016 (File No. 001-34507))

EX-10.1 Exhibit 10.1 AGREEMENT This Agreement, dated January 12, 2016 (this ?Agreement?), is by and among Vitamin Shoppe, Inc. (the ?Company?) and the entities and natural Persons set forth on Schedule A hereto (collectively, ?Carlson Capital?). WHEREAS, the Company and Carlson Capital have engaged in various discussions and communications concerning the Company?s business, financial performance a

January 12, 2016 8-K

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 ) January 12, 2016 VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction of Incorporation) (Commission F

January 12, 2016 EX-99.1

VITAMIN SHOPPE, INC. ANNOUNCES ENHANCEMENTS TO BOARD OF DIRECTORS

EX-99.1 Exhibit 99.1 VITAMIN SHOPPE, INC. NEWS RELEASE 300 Harmon Meadow Blvd Secaucus, NJ 07094 (201) 868-5959 www.vitaminshoppe.com VITAMIN SHOPPE, INC. ANNOUNCES ENHANCEMENTS TO BOARD OF DIRECTORS Secaucus, NJ (January 12, 2016) ? The Vitamin Shoppe?, a multi-channel specialty retailer and manufacturer of nutritional products, today announced a number of enhancements to its board of directors,

January 12, 2016 EX-99.1

8 With a copy (which shall not constitute notice) to: Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 Attention: Daniel E. Wolf Michael P. Brueck Email: [email protected] [email protected] if to Carlson Capital: Carlson

EX-1 Exhibit 1 AGREEMENT This Agreement, dated January 12, 2016 (this “Agreement”), is by and among Vitamin Shoppe, Inc.

January 4, 2016 EX-10.1

2 RELEASE AGREEMENT

EX-10.1 Exhibit 10.1 Mr. Richard L. Markee c/o Vitamin Shoppe, Inc. 300 Harmon Meadow Blvd. Secaucus, New Jersey 07094 Dear Rick: Reference is made to the Employment and Non-Competition Agreement (the ?Agreement?) dated January 1, 2015, as amended, between you and Vitamin Shoppe, Inc. (the ?Parent?) and Vitamin Shoppe Industries Inc. (the ?Company?). Capitalized terms used herein without definitio

January 4, 2016 EX-10.2

Director Compensation Plan and Stock Ownership Guidelines.* (Incorporated by reference to Exhibit 10.2 in our Current Report on Form 8-K filed on January 4, 2016 (File No. 001-34507))

EX-10.2 Exhibit 10.2 Vitamin Shoppe, Inc. Director Compensation Plan and Stock Ownership Guidelines Effective January 1, 2016 Director Compensation 1. The non-employee directors will receive the following annual retainers, payable quarterly in advance, on or about the first business day of the fiscal quarter: (a) The non-executive chairman of the Board will receive a $200,000 annual cash retainer;

January 4, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) January 4, 2016 (December 29, 2015) VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction of Incorporat

December 10, 2015 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 7, 2015 VITAMIN SHOPPE,

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): December 7, 2015 VITAMIN SHOPPE, INC. (Exact name of registrant as specified in its charter) Delaware 001-34507 11-3664322 (State or Other Jurisdiction (Commission (IRS Employer o

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