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:

VITAMIN SHOPPE, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Notice of Annual Meeting

and

Proxy Statement

2018 Annual Meeting of Stockholders

June 28, 2018

VITAMIN SHOPPE, INC.

300 Harmon Meadow Blvd.

Secaucus, New Jersey 07094

May 18, 2018

To our stockholders:

You are cordially invited to attend the 2018 Annual Meeting of Stockholders of Vitamin Shoppe, Inc., which will be held at the office of Kirkland & Ellis LLP, 601 Lexington Avenue, New York, NY, 10022, on Thursday, June 28, 2018, beginning at 10:00 a.m., Eastern Daylight Time.

The formal notice of the annual meeting is provided in the enclosed proxy statement. At the annual meeting, stockholders will vote on the following:

The enclosed proxy statement provides you with detailed information regarding the business to be considered at the 2018 Annual Meeting. Your vote is important. We urge you to please vote your shares now whether or not you plan to attend the 2018 Annual Meeting. You may revoke your proxy at any time before the proxy is voted by following the procedures described in the enclosed proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the 2018 Annual Meeting. The rules of the Securities and Exchange Commission allow us to furnish our proxy materials over the internet. We are sending stockholders a notice with instructions for accessing the materials and voting via the internet, rather than mailing a full paper set of the materials. The notice of availability contains instructions on how to access our proxy materials on the internet, as well as instructions on obtaining a paper copy of the proxy materials. All stockholders who do not receive such a notice of availability will receive a full set of paper proxy materials by U.S. mail. This process will reduce our costs to print and distribute our proxy materials.

Voting by the internet or telephone is fast and convenient, and your vote is immediately confirmed and tabulated. If you receive a paper copy of the proxy materials, you may also vote by completing, signing, dating and returning the accompanying proxy card in the enclosed return envelope furnished for that purpose. By using the internet or telephone, you help us reduce postage and proxy tabulation costs.

Sincerely,

Alexander W. Smith

Executive Chairman

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Alexander W. Smith

Executive Chairman

May 18, 2018

TABLE OF CONTENTS

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INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Why did I receive these Proxy Materials?

We are providing this notice of our annual meeting of stockholders, proxy statement, voting instructions and annual report to stockholders (the “Proxy Materials”) in connection with the solicitation by the board of directors (the “Board”) of Vitamin Shoppe, Inc. (“Vitamin Shoppe,” the “Company,” “we,” “us” or “our”), a Delaware corporation, of proxies to be voted at our 2018 annual meeting of stockholders and at any adjournment or postponement (the “2018 Annual Meeting”).

We anticipate that the notice of internet availability of Proxy Materials will first be sent to stockholders on or about May 18, 2018. The proxy statement and the form of proxy relating to the 2018 Annual Meeting are first being made available to stockholders on or about May 18, 2018.

You are invited to attend the 2018 Annual Meeting on June 28, 2018, beginning at 10:00 a.m., Eastern Daylight Time. The 2018 Annual Meeting will be held at the office of Kirkland & Ellis LLP, 601 Lexington Avenue, New York, NY, 10022. Stockholders will be admitted to the 2018 Annual Meeting beginning at 9:30 a.m., Eastern Daylight Time. Seating will be limited.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with our transfer agent, Computershare Shareowner Services, you are considered the “stockholder of record” with respect to those shares. If you are a stockholder of record, we are sending the Proxy Materials directly to you.

If your shares are held in a stock brokerage account or by a bank or other holder of record, those shares are held in “street name.” You are considered the “beneficial owner” of shares held in street name. The Proxy Materials have been forwarded to you by your broker, bank or other holder of record who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by using the proxy or voting instructions included in the mailing or by following their instructions for voting by telephone or on the internet.

Why did I receive in the mail a Notice of Internet Availability of Proxy Materials?

Under rules adopted by the Securities and Exchange Commission (the “SEC”), we are providing access to our Proxy Materials over the internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to many of our stockholders. If you received a notice by mail, you will not receive a printed copy of the Proxy Materials unless you request one. The notice tells you how to access and review the Proxy Materials over the internet at www.envisionreports.com/VSI. The notice also tells you how to access your proxy card to vote on the internet. If you received a notice by mail and would like to receive a printed or email copy of the Proxy Materials, please follow the instructions included in the notice.

What should I bring with me to attend the 2018 Annual Meeting?

Stockholders must present a form of personal identification to be admitted to the 2018 Annual Meeting.

If your shares are held beneficially in the name of a broker, bank or other holder of record and you plan to attend the 2018 Annual Meeting, you must also present proof of your ownership of Vitamin Shoppe common stock, such as a brokerage or bank account statement, to be admitted to the 2018 Annual Meeting.

No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the 2018 Annual Meeting.

Who is entitled to vote at the 2018 Annual Meeting?

Stockholders of record at the close of business on May 10, 2018, the record date for the 2018 Annual Meeting, are entitled to receive notice of and vote at the 2018 Annual Meeting. You are entitled to one vote on each matter presented at the 2018 Annual Meeting for each share of common stock you owned at that time. Stockholders have no right to cumulative voting as to any matter, including the election of directors. At the close of business on May 10, 2018, there were 24,231,448 shares of our common stock outstanding.

How do I vote?

You may vote using any of the following methods:

By Mail

If you received paper copies of the Proxy Materials, you may vote by completing, signing and dating your proxy card and returning it in the enclosed envelope.

By Internet

We encourage you to vote and submit your proxy over the internet at www.envisionreports.com/VSI.

By Telephone

You may vote by telephone by calling 1-800-652-8683.

In person at the 2018 Annual Meeting

All stockholders may vote in person at the 2018 Annual Meeting. You may also be represented by another person at the 2018 Annual Meeting by executing a proper proxy designating that person. If you are a beneficial owner of shares, you must obtain a legal proxy from your broker, bank or other holder of record and present it to the inspector of election with your ballot to be able to vote at the 2018 Annual Meeting.

What can I do if I change my mind after I vote my shares?

If you are a stockholder of record, you can revoke your proxy before it is exercised by:

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank or other holder of record. You may also vote in person at the 2018 Annual Meeting if you obtain a legal proxy as described in the answer to the previous question.

Can I vote if my shares are held in “street name”?

If the shares you own are held in “street name” by a brokerage firm, your brokerage firm, as the record holder of your shares, is required to vote your shares according to your instructions. To vote your shares, you will

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need to follow the directions your brokerage firm provides you. Many brokers also offer the option of voting over the internet or by telephone, instructions for which would be provided by your brokerage firm on your voting instruction form.

Under the current rules of the New York Stock Exchange (“NYSE”), if you do not give instructions to your brokerage firm, it will still be able to vote your shares with respect to certain “discretionary” items, but it will not be allowed to vote your shares with respect to certain “non-discretionary” items. The ratification of Deloitte & Touche LLP as our independent registered public accounting firm (Proposal Five) is considered to be a discretionary item under the NYSE rules, and your brokerage firm will thus be able to vote on that item even if it does not receive instructions from you, so long as it holds your shares in its name. The election of directors (Proposal One), the “say-on-pay” proposal (Proposal Two), the approval of the 2018 Long-Term Incentive Plan (Proposal Three), and the approval of the first amendment to the 2010 Employee Stock Purchase Plan (Proposal Four) are “non-discretionary” items; therefore if you do not instruct your broker how to vote with respect to these proposals, your broker is not permitted to vote with respect to these proposals and those votes will thus be considered “broker non-votes.” “Broker non-votes” are shares that are held in “street name” by a bank or brokerage firm that indicates on its proxy that it does not have or did not exercise discretionary authority to vote on a particular matter.

If your shares are held in street name, you must bring an account statement or letter from your bank or brokerage firm showing that you are the beneficial owner of the shares as of the record date (May 10, 2018) to be admitted to the 2018 Annual Meeting on June 28, 2018. To be able to vote your shares held in street name at the 2018 Annual Meeting, you will need to obtain a proxy card from the holder of record.

How will votes be counted?

Each share of common stock will be counted as one vote according to the instructions contained on a proper proxy card, whether submitted in person, by mail, over the internet or by telephone, or on a ballot voted in person at the 2018 Annual Meeting.

What constitutes a quorum?

For business to be conducted at the 2018 Annual Meeting, a quorum must be present in person or represented by valid proxies. For each of the proposals to be presented at the 2018 Annual Meeting, a quorum consists of the holders of a majority of the shares of common stock issued and outstanding on May 10, 2018, the record date, or at least 12,115,725 shares.

Shares of common stock present in person or represented by proxy (including “broker non-votes” and shares that abstain or do not vote with respect to a particular proposal) will be counted for purposes of determining whether a quorum exists at the 2018 Annual Meeting.

If a quorum is not present, the 2018 Annual Meeting will be adjourned until a quorum is obtained.

What vote is required for each item and how does the Board recommend that I vote?

Proposal One – Election of Directors. Under our bylaws, a nominee for director will be elected to the Board if the votes cast “for” the nominee’s election exceed the votes cast “against” the nominee’s election. Abstentions and broker non-votes are not considered votes cast for or against the nominee and will have no effect on the proposal. If you do not instruct your broker how to vote with respect to this proposal, your broker cannot vote your shares with respect to the election of directors.

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Our bylaws provide further that if an incumbent director is not elected by a majority of votes cast, the incumbent director shall promptly tender his or her resignation to the Board for consideration. The Nomination and Governance Committee will make a recommendation to the Board on whether to accept or reject the director’s resignation, or whether other action should be taken. The Board will act on the Nomination and Governance Committee’s recommendation and publicly disclose its decision within 90 days from the date of the certification of the election results. An incumbent director who tenders his or her resignation for consideration will not participate in the Nomination and Governance Committee’s recommendation, the Board’s decision or any related deliberations.

THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE EIGHT (8) NOMINEES NAMED IN THE ENCLOSED PROXY MATERIALS TO THE BOARD

Proposal Two – Say-on-Pay. The Board is seeking a non-binding advisory vote to approve the compensation paid to our named executive officers, as described in the Compensation Discussion and Analysis section (“CD&A”), executive compensation tables and accompanying narrative disclosures contained in this proxy statement. Under our bylaws, the affirmative vote of the holders of a majority of the total number of votes of our common stock present in person or represented by proxy and entitled to vote on the proposal is needed to approve this proposal. Abstentions count as votes against the proposal. Because shares treated as “broker non-votes” are not entitled to vote on the proposal, they will have no effect on the vote on the proposal. If you do not instruct your broker how to vote with respect to this proposal, your broker cannot vote with respect to this proposal.

The vote is advisory and non-binding in nature, but the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ADVISORY AND NON-BINDING VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

Proposal Three – Approval of the 2018 Long-Term Incentive Plan. With respect to this proposal, the affirmative vote of a majority of the total number of votes cast at the meeting is needed to approve the Company’s 2018 Long-Term Incentive Plan. If the shares you own are held in “street name” by a brokerage firm, your brokerage firm, as the record holder of your shares, is required to vote your shares according to your instructions. Abstentions count as votes against the proposal. Because shares treated as “broker non-votes” are not entitled to vote on the proposal, they will have no effect on the vote on the proposal. If you do not instruct your broker how to vote with respect to this item, your broker may not vote with respect to this proposal.

THE BOARD RECOMMENDS THAT YOU VOTE FOR APPROVAL OF THE 2018 LONG-TERM INCENTIVE PLAN

Proposal Four – Approval of the First Amendment to the 2010 Employee Stock Purchase Plan. Subject to stockholder approval, and based upon the recommendation of the Compensation Committee, the Board approved the first amendment to the Company’s 2010 Employee Stock Purchase Plan. The amendment primarily increases the shares available for sale under the plan. If the shares you own are held in “street name” by a brokerage firm, your brokerage firm, as the record holder of your shares, is required to vote your shares

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according to your instructions. Abstentions count as votes against the proposal. Because shares treated as “broker non-votes” are not entitled to vote on the proposal, they will have no effect on the vote on the proposal. If you do not instruct your broker how to vote with respect to this item, your broker may not vote with respect to this proposal.

THE BOARD RECOMMENDS THAT YOU VOTE FOR APPROVAL OF THE FIRST AMENDMENT TO THE 2010 EMPLOYEE STOCK PURCHASE PLAN

Proposal Five – Ratification of Independent Registered Public Accounting Firm. Under our bylaws, the affirmative vote of the holders of a majority of the total number of votes of our common stock present in person or represented by proxy and entitled to vote on the proposal is needed to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm. Abstentions count as votes against the proposal. If you do not provide instructions to your brokerage firm regarding how to vote your shares on this proposal, your broker may (a) vote your shares on your behalf (because this proposal is a “discretionary” item) or (b) leave your shares unvoted. Our bylaws do not require that stockholders ratify the appointment of Deloitte & Touche LLP as our independent auditors. However, we are submitting the appointment of Deloitte & Touche LLP to the stockholders for ratification as a matter of good corporate governance. If our stockholders fail to ratify the selection, we will consider that failure as a direction to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm, at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

THE BOARD RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Where can I find the voting results?

We will report the voting results in a Current Report on Form 8-K within four business days after the end of our 2018 Annual Meeting.

Could other matters be decided at the 2018 Annual Meeting?

At the date this proxy statement went to press, we did not know of any matters to be raised at the 2018 Annual Meeting other than those described in this proxy statement.

If other matters are properly presented at the 2018 Annual Meeting for consideration, the proxies appointed by the Board will have the discretion to vote on those matters for you.

Who will pay for the cost of this proxy solicitation?

We will pay for the cost of this proxy solicitation. We do not intend to solicit proxies other than by use of the mail or website posting, but certain of our directors, officers and other employees, without additional compensation, may solicit proxies personally or by telephone, facsimile or email on our behalf.

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Who will count the vote?

Computershare Shareowner Services, the inspector of elections appointed for the 2018 Annual Meeting, will tabulate all votes.

What is “householding” and how does it affect me?

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders of record who have the same address and last name will receive only one copy of the Proxy Materials, unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. This procedure will reduce our printing costs and postage fees.

Stockholders who participate in householding will continue to receive separate proxy cards. Also, householding will not in any way affect dividend check mailings, if any.

If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of the Proxy Materials, or if you hold stock in more than one account, and in either case you wish` to receive only a single copy of each of these documents for your household, please make a written request to the: Corporate Secretary, Vitamin Shoppe, Inc., 300 Harmon Meadow Blvd., Secaucus, New Jersey 07094 or call (201) 868-5959. If multiple stockholders of record who have the same address received only one copy of the Proxy Materials and would like to receive additional copies, or if they would like to receive a copy for each stockholder living at that address in the future, send a written request to the address above. Upon such written request, we will promptly deliver separate Proxy Materials to any stockholders who receive one paper copy at a shared address.

Beneficial owners can request information about householding from their brokers, banks or other holders of record.

Other information

Our annual report to stockholders, which includes our Annual Report on Form 10-K for the 52-week fiscal year ended December 30, 2017 (fiscal 2017), accompanies this proxy statement. No material contained in the annual report to stockholders is to be considered a part of the Proxy Materials. “Fiscal 2017” refers to the 52-week fiscal year that ended on December 30, 2017, “Fiscal 2016” refers to the 53-week fiscal year that ended on December 31, 2016 and “Fiscal 2015” refers to the 52-week fiscal year that ended on December 26, 2015. The contents of our corporate website (http://www.vitaminshoppe.com) are not incorporated by reference into this proxy statement.

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PROPOSAL ONE—ELECTION OF DIRECTORS

As of the date of this proxy statement, the Board consists of thirteen (13) members. All directors are elected annually. The Board proposes that the eight (8) nominees described below, be elected for a new term of one year expiring at the Company’s 2019 annual meeting of stockholders (the “2019 Annual Meeting”) and until their successors are duly elected and qualified. Proxies cannot be voted for more than the number of nominees proposed for election.

Each of the nominees has consented to be named as a nominee. If any of them should become unavailable to serve as a director (which is not now expected), the Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board.

The Board believes that it is necessary for each of our directors to possess many qualities and skills. When searching for new candidates, the Nomination and Governance Committee considers the evolving needs of the Board and searches for candidates that fill any current or anticipated future gap. The Board also believes that all directors must possess a considerable amount of business management (such as experience as a chief executive officer or chief financial officer) experience. The Nomination and Governance Committee first considers a candidate’s management experience and then considers issues of judgment, background, stature, conflicts of interest, integrity, ethics and commitment to the goal of maximizing stockholder value. The Nomination and Governance Committee does not have a formal policy with respect to Board diversity. The Board and the Nomination and Governance Committee believe that it is desirable to contribute to a variety of viewpoints on the Board, which may be enhanced by a mix of different professional and personal backgrounds and experience. In considering candidates for the Board, the Nomination and Governance Committee considers the entirety of each candidate’s credentials in the context of these standards. With respect to the nomination of continuing directors for re-election, the individual’s contributions to the Board are also considered.

All our directors bring to the Board extensive executive leadership and board experience derived from their service as executives and, in many cases, service as chief executive officers. We describe the process undertaken by the Nomination and Governance Committee in recommending qualified director candidates below under “Corporate Governance – Director Nomination Process.” We also describe some of the individual qualifications and skills of our directors that contribute to the Board’s effectiveness as a whole.

On March 9, 2018, Vintage Capital Management, LLC, Kahn Capital Management, LLC and Brian R. Kahn (together “Vintage Capital”) delivered a director nomination notice to nominate a slate of ten nominees for election as directors at the 2018 Annual Meeting in opposition to director nominees recommended by the Board.

On April 20, 2018, the Company entered into a cooperation agreement with Shah Capital Management, Inc., Shah Capital Opportunity Fund LP and Himanshu H. Shah (together “Shah Capital” and such agreement the “Shah Capital Agreement”) regarding, among other things, the membership and composition of the Board. On the same date, the Company also entered into a cooperation agreement with Vintage Capital (such agreement, the “Vintage Capital Agreement,” and together with the Shah Capital Agreement, the “Cooperation Agreements”) regarding, among other things, the membership and composition of the Board.

Pursuant to the Vintage Capital Agreement, Mr. Kahn irrevocably withdrew his director nomination notice for the 2018 Annual Meeting.

Pursuant to the Cooperation Agreements, the Company appointed each of Himanshu H. Shah and Sing Wang (collectively, the “Shah Designees”) and Melvin L. Keating (the “Vintage Designee” and, together with the Shah Designees, the “Cooperation Directors”) to the Board, on April 24, 2018. The Company has also agreed to consider appointing up to two additional independent directors. If appointed by the Board, one independent

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director would be proposed by the Company and be reasonably acceptable to Shah Capital and Vintage Capital (the “Company Designee”), and the other independent director would be mutually selected by Shah Capital, Vintage Capital and the Company (the “Independent Designee” and, together with the Cooperation Directors, the “New Directors”). If the Board determines to appoint either the Company Designee or the Independent Designee, such director will be appointed following the 2018 Annual Meeting.

The Cooperation Agreements provide that the Board was required to be expanded by up to five members (from its current size of ten members) in order to appoint up to five New Directors at the 2018 Annual Meeting and the 2019 Annual Meeting. Pursuant to the resignation of the Company’s current chief executive officer, Colin Watts, the size of the Board will be immediately reduced by one member. Upon the appointment of a successor chief executive officer, the Company expects to increase the size of the Board by one member in order to appoint the successor chief executive officer to the Board after the 2018 Annual Meeting. Immediately after the 2018 Annual Meeting and prior to the completion of the 2019 Annual Meeting, the size of the Board will be no more than 11 directors. Before the completion of the 2019 Annual Meeting, Shah Capital and Vintage Capital will have customary replacement rights with respect to the Cooperation Directors, and Shah Capital, Vintage Capital and the Company must mutually agree on any replacements for any Company Designee or Independent Designee.

Shah Capital’s right to designate or replace one of the Shah Designees expires at the time that Shah Capital’s aggregate net long position in the Company’s common stock is less than 10%. Shah Capital’s right to designate or replace the second Shah Designee expires at the time that Shah Capital’s aggregate net long position in the Company’s common stock is less than 5%. Vintage Capital’s right to designate or replace the Vintage Designee expires at the time that Vintage Capital’s aggregate net long position in the Company’s common stock is less than 5%. At any time Shah Capital or Vintage Capital lose the right to designate a director as set forth above, the applicable Cooperation Director will immediately resign from the Board and all of its committees upon the Board’s request.

The names of the eight (8) nominees, along with their present positions, their principal occupations and directorships held with other public corporations during the past five years, their ages and the month and year first elected as a director, are provided below. No directors or executive officers have any family relationship to any other director, nominee for director or executive officer.

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9

10

11

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		THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES LISTED ABOVE

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CORPORATE GOVERNANCE

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines, which are available on the Investor Relations page of our website, www.vitaminshoppe.com. The Corporate Governance Guidelines describe our corporate governance practices and address corporate governance areas such as Board composition and responsibilities, compensation of directors and executive succession planning.

Director Independence

Based on the NYSE and SEC’s director independence requirements, the Corporate Governance Guidelines provide certain guidelines to assist the Board in its determination of director independence. Our Corporate Governance Guidelines provide that a majority of the members of the Board, and each member of the Audit, Compensation and Nomination and Governance Committees, must meet certain criteria for independence.

The Nomination and Governance Committee reviews the independence of all members of the Board for purposes of determining which Board members are deemed independent. Based on the director independence listing standards of the NYSE and the Corporate Governance Guidelines, the Nomination and Governance Committee and the Board affirmatively determined that each of Ms. Derby, Mr. Edwab, Mr. Keating, Mr. Marmol, Mr. Shah, Mr. Theriault, Mr. Wang, B. Michael Becker, John D. Bowlin, Tracy Dolgin, Beth M. Pritchard Catherine E. Buggeln, who served on the Board in 2017, is independent. Mr. Becker, Mr. Bowlin, Mr. Dolgin and Ms. Pritchard will not stand for re-election. Ms. Buggeln did not stand for re-election at the 2017 annual meeting. Mr. Smith was considered an independent director until February 27, 2018, when he was appointed Executive Chairman. None of the non-employee directors has any material relationship with us other than being a director and stockholder, or any transaction or arrangement that interferes with each director’s independence.

Policies with Respect to Transactions with Related Persons

The Nomination and Governance Committee and the Board have adopted Standards of Business Conduct, which set forth various policies and procedures intended to promote the ethical behavior of all of our employees, officers and directors. The Standards of Business Conduct describe our policy on conflicts of interest. The Company distributes the Standards of Business Conduct to all of its employees, officers and directors. The conflicts of interest policy in the Standards of Business Conduct describes the types of relationships that may constitute a conflict of interest with us. All employees, officers and directors are required to annually complete a questionnaire about potential conflicts of interest and certify compliance with our policy.

The named executive officers and the Board are also required to complete a questionnaire on an annual basis that requires them to disclose any related person transactions and potential conflicts of interest. The General Counsel reviews the responses to the questionnaires and, if a related person transaction or potential conflict of interest is reported by an independent director or named executive officer, the questionnaire is submitted to the Chairman of the Audit Committee for review. If necessary, the Audit Committee will determine whether the relationship is material and will have any effect on the director’s independence. After making that determination, the Audit Committee will report its recommendation on whether the entire Board should approve or ratify the transaction.

Director Nomination Process

The Nomination and Governance Committee is responsible for, among other things, screening potential director candidates and recommending qualified candidates to the Board for nomination.

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When identifying and evaluating candidates, the Nomination and Governance Committee first determines whether there are any evolving needs of the Board that require an expert in a particular field. The Nomination and Governance Committee may retain a third-party search firm to assist the committee in locating qualified candidates that meet the needs of the Board at that time. The search firm provides information on a number of candidates, which the Nomination and Governance Committee considers. The Chairman of the Nomination and Governance Committee and some or all of the members of the Nomination and Governance Committee, as well as the Non-Executive Chairman and our Chief Executive Officer (or Executive Chairman pending the appointment of a new Chief Executive Officer), will interview potential candidates that the Nomination and Governance Committee deems appropriate. If the Nomination and Governance Committee determines that a potential candidate meets the needs of the Board, has the qualifications, and meets the independence standards required by the NYSE and as set forth in the Corporate Governance Guidelines, it will recommend the nomination of the candidate to the Board.

The Nomination and Governance Committee’s policy is to consider director candidates recommended by stockholders, if those recommendations are properly submitted to us. Stockholders wishing to recommend persons for consideration by the Nomination and Governance Committee as nominees for election to the Board can do so by writing to the Corporate Secretary at Vitamin Shoppe, Inc., 300 Harmon Meadow Blvd., Secaucus, New Jersey 07094. Recommendations must include the proposed nominee’s name, detailed biographical data outlining the candidate’s relevant background, professional and business experience and other significant accomplishments, a statement outlining the reasons why the candidate’s skills, experience and background would make a valuable contribution to the Board, a minimum of two references who have either worked with the candidate, served on a board of directors or board of trustees with the candidate (or can otherwise provide relevant perspective on the candidate’s capabilities as a potential Board member), as well as a written statement from the candidate consenting to be named and, if nominated and elected, to serve as a director. Recommendations must also follow our procedures for nomination of directors by stockholders as provided in our charter and bylaws. The Nomination and Governance Committee will consider the candidate and the candidate’s qualifications in the same manner in which it evaluates nominees identified by the Nomination and Governance Committee. The Nomination and Governance Committee may contact the stockholder making the nomination to discuss the qualifications of the candidate and the stockholder’s reasons for making the nomination. The Nomination and Governance Committee may then interview the candidate if it deems the candidate to be appropriate. The Nomination and Governance Committee may use the services of a third-party search firm to provide additional information about the candidate before making a recommendation to the Board.

The Nomination and Governance Committee’s nomination process is designed to ensure that the Nomination and Governance Committee fulfills its responsibility to recommend candidates who are properly qualified to serve us for the benefit of all of our stockholders, consistent with the standards established by the Nomination and Governance Committee under the Corporate Governance Guidelines.

On March 9, 2018, Vintage Capital delivered a director nomination notice to nominate a slate of ten nominees for election as directors at the 2018 Annual Meeting in opposition to director nominees recommended by the Board.

On April 20, 2018, the Company entered into the Shah Capital Agreement with Shah Capital regarding, among other things, the membership and composition of the Board. On the same date, the Company also entered into the Vintage Capital Agreement with Vintage Capital regarding, among other things, the membership and composition of the Board.

Pursuant to the Vintage Capital Agreement, Mr. Kahn irrevocably withdrew his director nomination notice for the 2018 Annual Meeting.

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Pursuant to the Cooperation Agreements, the Company appointed each of Himanshu H. Shah and Sing Wang and Melvin L. Keating to the Board, on April 24, 2018. The Company has also agreed to consider appointing up to two additional independent directors. If appointed by the Board, one independent director would be proposed by the Company and be reasonably acceptable to Shah Capital and Vintage Capital, and the other independent director would be mutually selected by Shah Capital, Vintage Capital and the Company. If the Board determines to appoint either the Company Designee or the Independent Designee, such director will be appointed following the 2018 Annual Meeting.

The Cooperation Agreements provide that the Board was required to be expanded by up to five members (from its current size of ten members) in order to appoint up to five New Directors, at the 2018 Annual Meeting and the 2019 Annual Meeting. Pursuant to the resignation of the Company’s current chief executive officer, Colin Watts, Mr. Watts will resign from the Board, and the size of the Board will be reduced by one member. Upon the appointment of a successor chief executive officer, the Company expects to increase the size of the Board by one member in order to appoint the successor chief executive officer to the Board after the 2018 Annual Meeting. Immediately after the 2018 Annual Meeting and prior to the completion of the 2019 Annual Meeting, the size of the Board will be no more than 11 directors. Before the completion of the 2019 Annual Meeting, Shah Capital and Vintage Capital will have customary replacement rights with respect to the Cooperation Directors, and Shah Capital, Vintage Capital and the Company must mutually agree on any replacements for any Company Designee or Independent Designee.

Shah Capital’s right to designate or replace one of the Shah Designees expires at the time that Shah Capital’s aggregate net long position in the Company’s common stock is less than 10%. Shah Capital’s right to designate or replace the second Shah Designee expires at the time that Shah Capital’s aggregate net long position in the Company’s common stock is less than 5%. Vintage Capital’s right to designate or replace the Vintage Designee expires at the time that Vintage Capital’s aggregate net long position in the Company’s common stock is less than 5%. At any time Shah Capital or Vintage Capital lose the right to designate a director as set forth above, the applicable Cooperation Director will immediately resign from the Board and all of its committees upon the Board’s request.

From the date of the Cooperation Agreements until the 15th day prior to the advance notice deadline for making director nominations at the Company’s 2020 annual meeting of stockholders (the “Standstill Period”), each of Shah Capital and Vintage Capital have agreed to abide by certain standstill provisions. The standstill provisions provide, among other things, that each of Shah Capital and Vintage Capital cannot: (1) solicit proxies of stockholders or participate in or assist any third party in any solicitation of proxies to vote any shares of the Company’s common stock; (2) join or form a group with respect to the Company’s common stock, (3) present any proposal for consideration at any stockholders’ meeting or propose any nominee for election to the Board; or (4) institute, solicit or join any litigation against the Company or its present or former directors, officers or employees (other than pursuant to customary exceptions, such as to enforce the applicable Cooperation Agreement).

At the 2018 Annual Meeting, each of Shah Capital and Vintage Capital have agreed to vote all shares the Company’s common stock beneficially owned by them in favor of the Company’s director nominees and otherwise in accordance with the Board’s recommendation for any other matter. Shah Capital has further agreed to vote in favor of the Company’s director nominees and otherwise in accordance with the Board’s recommendation for any other matter at any meeting of stockholders held during the Standstill Period. Vintage Capital has further agreed to vote in favor of the Company’s director nominees at any meeting of stockholders held during the Standstill Period.

Please see “Certain Relationships and Related Person Transactions.”

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Communication with the Board

The Board encourages communication from our stockholders. Any interested parties who wish to communicate with the non-management directors should send any such communication to the General Counsel in care of the Company’s executive offices at 300 Harmon Meadow Blvd. Secaucus, New Jersey 07094. All such stockholder communication will be reviewed by the General Counsel who will determine the appropriate response or course of action.

BOARD LEADERSHIP STRUCTURE

Board Leadership

Following the announcement on February 27, 2018 of the expected resignation no later than May 31, 2018 of Colin Watts, our Chief Executive Officer, the Company appointed Alex Smith, as Executive Chairman who at the time of the appointment was, and since January 1, 2018 had been, serving as our Non-Executive Chairman. He will serve in this position temporarily until a new Chief Executive Officer is appointed, at which time we expect Mr. Smith to resume his position as our Non-Executive Chairman.

The Chief Executive Officer is responsible for setting our strategic direction and our day-to-day leadership and performance, while our Non-Executive Chairman of the Board (or pending the appointment of a new Chief Executive Officer, our Executive Chairman) sets the agenda for Board meetings and presides over meetings of the full Board. In addition, the Non-Executive Chairman of the Board had (and will have after the appointment of our new Chief Executive Officer) the responsibility of consulting with our Chief Executive Officer on Board and committee meeting agendas, acting as a liaison between management and the non-management directors, including maintaining frequent contact with our Chief Executive Officer and advising him on the efficiency of the Board meetings, facilitating teamwork and communication between the non-management directors and management, as well as additional responsibilities that are more fully described in the Corporate Governance Guidelines.

Two of the key responsibilities of the Board are to develop and approve strategic direction and hold management accountable for the execution of strategy once it is developed. Independent directors and management have different perspectives and roles in strategy development. Our independent directors bring experience, oversight and expertise from outside the Company and industry, while our Chief Executive Officer previously did, and we expect will bring company-specific experience and expertise.

The Board believes that having separate roles of Non-Executive Chairman and our Chief Executive Officer promotes strategy development and execution, and facilitates information flow between management and the Board, which are essential to effective governance. The Board believes that this structure is in the best interests of stockholders because it provides the appropriate balance between strategy development and oversight of management. The Board expects Mr. Smith to resume his role as our Non-Executive Chairman promptly after we appoint a new Chief Executive Officer.

Executive Sessions

Pursuant to the Corporate Governance Guidelines, non-management directors of the Board are required to meet on a regularly scheduled basis without the presence of management. The Board generally holds executive sessions at each regular Board meeting. Executive sessions are chaired by the Chairman of the Board.    

Meeting Attendance

The Board met eleven (11) times in 2017. Each director attended at least 75% of the total meetings of the Board and committees of the Board of which the director was a member. In addition to participation in Board

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and committee meetings, our directors discharge their responsibilities throughout the year through personal meetings and other communications, including telephone contact with our Non-Executive Chairman and Chief Executive Officer and others regarding matters of interest and concern to us.

We do not have a formal policy requiring members of the Board to attend the annual meeting, although all directors are strongly encouraged to attend. All of our directors attended the 2017 annual meeting of stockholders.

Self-Evaluations

The Board and each committee of the Board conduct an annual self-evaluation, which considers a number of elements, such as the performance of the Chief Executive Officer and named executive officers, each committee and the Board as a whole. The self-evaluation also provides a forum for the Board and committee members to address specific concerns regarding how the Board and/or committee functions, the level of participation from its respective members, and actions to be taken to improve the Board and/or committee’s effectiveness. The results of these evaluations are discussed with the Board and committee members once completed.

Risk Management

The Board has an active role, as a whole and at the committee level, in overseeing management of our risks. The Board regularly reviews information regarding our credit, liquidity, operations and cybersecurity, as well as the risks associated with each. The Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The Audit Committee oversees management of financial risks. The Nomination and Governance Committee manages risks associated with the independence of the Board and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about those risks. The Board seeks to ensure that management has in place processes for dealing appropriately with risk. It is the responsibility of our senior management to develop and implement our short- and long-term objectives and to identify, evaluate, manage and mitigate the risks inherent in seeking to achieve those objectives. Management is responsible for identifying risks and risk controls related to significant business activities and Company objectives and developing programs to determine the sufficiency of risk identification, the balance of potential risk to potential reward and the appropriate manner in which to control risk.

BOARD COMMITTEES

The Board has established an Audit Committee, a Compensation Committee and a Nomination and Governance Committee. The Audit, Compensation and Nomination and Governance Committees are composed entirely of independent directors, as defined under applicable SEC rules, NYSE listing standards and the Corporate Governance Guidelines. The charters of each committee are available on the Investor Relations section of our website, www.vitaminshoppe.com.

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A list of current Committee memberships can be found on the Investor Relations section of our website, www.vitaminshoppe.com. The Committee memberships as of the date of this proxy statement are listed below:

(1) Mr. Becker, Mr. Bowlin and Ms. Pritchard will not stand for re-election.

Audit Committee

The Audit Committee held five (5) meetings in 2017. The Audit Committee annually reviews and reassesses the adequacy of its charter. In December 2017, the Audit Committee reviewed and approved the Audit Committee Charter and determined that no changes need to be made. As more fully described in its charter, the primary responsibilities of the Audit Committee are to:

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Each member of the Audit Committee is financially literate and has accounting or financial management expertise. The Board has determined that both Mr. Becker and Mr. Edwab have financial management expertise and, based upon their education and experience as a public accountant and experience in advising, auditing and reporting on the financial statements and on internal control over financial reporting of large publicly held companies, including retail companies, the Board has determined that both Mr. Becker and Mr. Edwab are an audit committee financial experts as defined in Item 407(d)(5)(ii) and (iii) of Regulation S-K. The Board has also determined that each Audit Committee member is independent under the listing standards of the NYSE, the Corporate Governance Guidelines and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Compensation Committee

The Compensation Committee held five (5) meetings in 2017. The Compensation Committee annually reviews and reassesses the adequacy of its charter. In December 2017, the Compensation Committee reviewed and approved an updated Compensation Committee Charter, which was submitted to, and approved by, the Board. The Compensation Committee’s primary functions are to:

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The Board has determined that each Compensation Committee member is (i) independent under the listing standards of the NYSE, the Corporate Governance Guidelines and Rule 10C-1 under the Exchange Act, (ii) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act and (iii) an “outside director” within the meaning of Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986 (the “Code”); provided, that in light of the Tax Act (discussed below), the importance of being an outside director for purposes of Section 162(m) will generally be limited to the administration of certain performance-based compensation amounts that are maintained under written binding contracts dated on or prior to November 2, 2017.

Compensation Committee Procedures

The Compensation Committee directs management to prepare financial data used by the Compensation Committee in determining executive compensation. In addition, members of our human resources department assist in providing historical information on compensation paid to executives. Management provides recommendations to the Compensation Committee regarding the level and type of compensation to provide to officers who hold the office of Vice President or higher. Members of our legal department provide the Compensation Committee with general advice on laws applicable to executive compensation and the directors’ fiduciary duties in setting compensation, and the Compensation Committee may from time to time consult with outside legal counsel.

In accordance with its charter, the Compensation Committee has the authority to engage, retain and terminate a compensation consultant. In 2017, the Compensation Committee retained Frederic W. Cook & Co, Inc., (“FW Cook”), as an independent consultant with respect to executive and director compensation matters. FW Cook focuses on advising boards on executive compensation and provides executive compensation advisory

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services. The Compensation Committee assesses the independence of a consultant from management, taking into consideration all factors relevant to the advisor’s independence, including the factors specified in the listing standards of the NYSE and Rule 10C-1 under the Exchange Act. The Compensation Committee believes that FW Cook has been independent throughout its service to the Compensation Committee and there is no conflict of interest between FW Cook and the Compensation Committee. Additional information regarding the Compensation Committee’s engagement of FW Cook can be found in the section below entitled “Compensation Discussion and Analysis – Compensation Determinations and the Role of Consultants.”

Our Chief Executive Officer, Executive Vice President, Chief Financial Officer, Senior Vice President, General Counsel/Corporate Secretary, Senior Vice President, Human Resources and other officers have attended Compensation Committee meetings from time to time as the Compensation Committee deems appropriate. Our Chief Executive Officer’s feedback about each officer’s performance is considered by the Compensation Committee in their determination of the officer’s salary and incentive compensation.

The Compensation Committee may delegate all or any part of its authority and powers under the Vitamin Shoppe 2009 Equity Incentive Plan and under the Vitamin Shoppe 2018 Long-Term Incentive Plan to one or more members of the Board and/or our officers, except that the Compensation Committee may not delegate its authority or power if prohibited by law, or if the delegation would cause the awards or other transactions under the plan to cease to be exempt from Section 16(b) of the Exchange Act or not qualify for, or, as applicable, cease to qualify for, a grandfathered exemption under Section 162(m).

Nomination and Governance Committee

The Nomination and Governance Committee met two (2) times in 2017. The Nomination and Governance Committee annually reviews and reassesses the adequacy of its charter. In December 2017, the Nomination and Governance Committee reviewed and approved an updated Nomination and Governance Committee Charter, which was submitted to, and approved by, the Board. The Nomination and Governance Committee’s primary functions are to:

The Board has determined that each Nomination and Governance Committee member is independent under the listing standards of the NYSE and the Corporate Governance Guidelines.

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Compensation Committee Interlocks and Insider Participation

Deborah M. Derby, Beth M. Pritchard, B. Michael Becker and Katherine E. Buggeln each served as a member of the Compensation Committee during 2017. Ms. Pritchard and Mr. Becker will not stand for re-election. Ms. Buggeln did not stand for re-election at the 2017 annual meeting. No person who served as a member of the Compensation Committee during the last fiscal year has served as one of our officers or employees. No person who served as a member of the Compensation Committee during the fiscal year has any relationship requiring disclosure under Item 404 of Regulation S-K, and none of our executive officers serves as a member of the board of directors or as a member of a compensation committee of any other company that has an executive officer serving as a member of the Board or the Compensation Committee.

Other Corporate Governance Resources

The charters of each committee, the Corporate Governance Guidelines, our Standards of Business Conduct and our Code of Ethics for our Senior Financial Employees are available on the Investor Relations Section of our website, www.vitaminshoppe.com.

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DIRECTOR COMPENSATION

We had ten (10) directors on December 30, 2017, the last day of our 2017 fiscal year. During fiscal 2017, only non-management and independent directors received compensation for their services on the Board. Mr. Watts who served as our Chief Executive Officer and also as director during fiscal 2017, did not receive any compensation for his services on the Board.

In 2017, we paid each non-management and independent member of the Board a $55,000 annual cash retainer, paid quarterly, and no meeting attendance fees. The non-executive chairman, each independent committee chairperson and the committee members received additional annual cash retainers, paid in quarterly installments, as follows:

In addition to the above fees, directors are compensated on an ad hoc basis for special committee or subcommittee meetings held or tasks performed by a committee or subcommittee designated by either the full Board or by a standing committee of the full Board, with such compensation determined upon completion of the tasks performed.

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Effective January 1, 2018, the Compensation Committee decided, based on the presentation and recommendation of FW Cook, our independent compensation consultant, to increase the annual cash retainer payable to each non-management and independent member of the Board from $55,000 to $60,000. The annual cash retainer will continue to be paid quarterly and the directors will not receive meeting attendance fees. In addition, the Compensation Committee increased the additional cash retainers as follows:

Each non-employee director was granted an award of restricted stock units on July 3, 2017, with a grant date value of approximately $70,000 and with vesting in equal quarterly installments on October 2, 2017, January 2, 2018, April 2, 2018, and July 2, 2018, subject to the director’s continued service as a Board member, except that if the director is not nominated or re-elected to serve on the Board after the 2018 Annual Meeting, that director’s final quarterly vesting will be accelerated and will vest the day following the 2018 Annual Meeting. Each of the Company’s non-employee directors will have the option to defer receiving our common stock upon the vesting of the restricted stock units to three or five years after the vesting date or until their resignation.

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The following table provides information concerning the compensation of each director who served in fiscal 2017 other than Mr. Watts whose compensation is described elsewhere in this proxy statement and who did not receive any compensation for his services on the Board:

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The table below shows the aggregate number of shares underlying stock options and the number of restricted stock units held by our non-employee directors as of December 30, 2017.

STOCK OWNERSHIP GUIDELINES FOR DIRECTORS

The stock ownership guidelines for the non-management and independent members of the Board were designated to continue to encourage significant ownership of our common stock and to further align the personal interests of the directors with the interests of our stockholders. Each covered director is prohibited from selling any shares of our common stock unless at the time of such sale, and on a pro forma basis giving effect to such sale, such director holds an aggregate value of five (5) times such director’s base retainer, or $275,000, in our common stock and/or deferred stock units.

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SECURITY OWNERSHIP

The following table describes, as of April 30, 2018, the beneficial ownership of our common stock by:

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Equity Compensation Plan Information

The following table sets forth, as of December 30, 2017, certain information related to our equity compensation plans.

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EXECUTIVE OFFICERS

The following table sets forth the name, age and principal position of each of our executive officers as of the date of this proxy statement:

Colin Watts, has served as our Chief Executive Officer since April 6, 2015. Prior to joining us, Mr. Watts was President of Weight Watchers Health Solutions from July 2013 to March 2015. He previously served as Senior Vice President, Health Solutions and Global Innovation at Weight Watchers from 2012 through July 2013. Before joining Weight Watchers, Mr. Watts was the Chief Innovation Officer and a member of the executive team at Walgreens from December 2008 through December 2011. Prior to that, he was General Manager of US Soup at Campbell Soup Company from February 2007 to November 2008. Mr. Watts also previously served as Worldwide President of two Johnson & Johnson operating companies: McNeil Nutritionals from 2002 to 2005 and McNeil Consumer Healthcare from 2005 to 2007. On February 27, 2018, Mr. Watts informed the Company of his departure as the Chief Executive Officer. Mr. Watts will continue employment with the Company as its Chief Executive Officer through no later than May 31, 2018.

Brenda Galgano, CPA, has served as our Executive Vice President and Chief Financial Officer since March 31, 2011. She previously served as Senior Vice President and Chief Financial Officer for The Great Atlantic & Pacific Tea Company, Inc. from November 2005 through March 2011, and from February 2010 was additionally appointed Treasurer. Ms. Galgano served as Senior Vice President and Corporate Controller, from November 2004 to November 2005, Vice President, Corporate Controller from February 2002 to November 2004, Assistant Corporate Controller from July 2000 to February 2002 and Director of Corporate Accounting from October 1999 to July 2000. Prior to joining The Great Atlantic & Pacific Tea Company, Inc., Ms. Galgano was with PricewaterhouseCoopers LLP as Senior Manager, Assurance and Business Advisory Services.

David M. Kastin has served as our Senior Vice President, General Counsel and Corporate Secretary since August 2015. Mr. Kastin previously served as the Senior Vice President, General Counsel and Corporate Secretary of Town Sports International Holdings, Inc. from August 2007 to July 2015. From March 2007 through July 2007, Mr. Kastin was Senior Associate General Counsel and Corporate Secretary of Sequa Corporation, a diversified manufacturer. From March 2003 through December 2006, Mr. Kastin was in-house counsel at Toys “R” Us, Inc., most recently as Vice President, Deputy General Counsel. From 1996 through 2003, Mr. Kastin was an associate in the corporate and securities departments at several prominent New York law firms, including Bryan Cave LLP. From September 1992 through October 1996, Mr. Kastin was a Staff Attorney in the Northeast Regional Office of the U.S. Securities and Exchange Commission.

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PROPOSAL TWO—ADVISORY AND NON-BINDING VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

General

In accordance with Section 14A of the Exchange Act, we are requesting stockholder approval of the compensation paid to our named executive officers as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K (including in the CD&A, compensation tables and accompanying narrative disclosures). In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and the related SEC rules, this is an advisory vote, which means that this proposal is not binding on us.

The Board recommends that you vote “FOR” the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion in this proxy statement, is hereby APPROVED.”

As described in detail below under the headings Compensation Discussion and Analysis and Executive Compensation, our compensation arrangements are designed to:

Required Vote

Please consider whether you agree with the objectives and philosophy in the CD&A, as well as whether the amounts we pay as a result are appropriate. Because your vote is advisory, it will not be binding upon the Board or Compensation Committee.

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PROPOSAL THREE -- APPROVAL OF THE 2018 LONG-TERM INCENTIVE PLAN

General Background

The Board believes that providing an equity stake in the future success of the business encourages and incentivizes employees to achieve long-term business goals and to increase stockholder value.

Description of the 2018 Long-Term Incentive Plan

The following description of the 2018 Long-Term Incentive Plan (the “2018 Plan”) is a summary only and is qualified in its entirety by reference to the complete text of the 2018 Plan that is included as Appendix A to this proxy statement. Subject to shareholder approval of the 2018 Plan, no further grants will be made under the Prior Plan (as defined herein). If shareholder approval of the 2018 Plan is not obtained, the Prior Plan will continue as currently in effect.

Summary of Key Features of the 2018 Plan

Administration

The Compensation Committee (the “Committee”) of the Board administers the 2018 Plan (or if no compensation committee exists, the Board, or such other successor committee appointed by the Board). The Committee has broad discretion to determine which eligible employees, directors, and independent contractors receive awards under the 2018 Plan, the amount and type of grants and their terms and conditions, and any other rules it deems necessary or appropriate to administer the 2018 Plan. Individual grants will generally be based on a person’s position and present and potential contributions to the Company. The Committee may delegate this authority to a committee of the Board or an executive of the Company, subject to certain limitations. The Board has generally delegated responsibility to the Committee.

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Eligibility

Our employees, non-employee directors, and independent contractors may be granted awards under the 2018 Plan. However, incentive stock options (as defined below) may only be granted to employees.

Shares

The shares issuable pursuant to awards granted under the 2018 Plan will be shares of our common stock. The maximum number of shares that may be issued pursuant to awards granted under the 2018 Plan is 2,100,000 shares (reduced by any shares issued after March 31, 2018 under our 2009 Equity Incentive Plan and 2006 Stock Option Plan, collectively, the “Prior Plan”). The maximum number of shares, which may be issued pursuant to incentive stock options, is 500,000. The total number of authorized shares are subject to adjustment, as described below.

Each share issued pursuant to an award will reduce the total authorized shares by one share.

If any outstanding shares subject to an award under the 2018 Plan are forfeited, if an award under the 2018 Plan expires or is settled in cash (in whole or in part), or if after March 31, 2018 any shares subject to an award under the Prior Plan are forfeited, the applicable number of shares will again be available for awards under the 2018 Plan. If any outstanding shares subject to an award under the Prior Plan are forfeited, or if an award terminates, expires, or is settled in cash, after March 31, 2018, the applicable number of shares will be available for awards under the 2018 Plan. However, the following shares will not become again available for awards under the 2018 Plan: (i) shares tendered or withheld in payment of the purchase price of an option issued under the 2018 Plan or, after March 31, 2018, shares tendered with respect to awards issued under the Prior Plan, (ii) shares withheld to satisfy any tax withholding obligation with respect to awards under the 2018 Plan or, after March 31, 2018, awards under the Prior Plan, (iii) shares subject to a SAR or, after March 31, 2018, SARs under the Prior Plan that are not issued in connection with its stock settlement on exercise thereof, and (iv) shares reacquired by the Company on the open market or otherwise, using cash proceeds from the exercise of options or, after March 31, 2018, options under the Prior Plan.

The Company has not specifically determined the nature and amount of any awards that will be granted in the future to any eligible individual or group of individuals, except the per person limitations as stated below.

The passage of the Tax Act (discussed below), which prohibits deductions for performance-based compensation in excess of $1 million, greatly reduces the applicability of the award limitations discussed above. The 2018 Plan permits the grant of options, SARs, restricted stock, RSUs, performance awards, other stock-based awards, and other cash-based awards (collectively “awards”). Awards may be denominated or paid in shares, cash or other property. Cash performance awards may be annual or long-term incentive awards.

On May 10, 2018, the closing price per share of our common stock on the NYSE was $4.75.

Types of Awards

The Committee is authorized to grant the following types of awards. Unless otherwise determined by the Committee, each award is evidenced by an award agreement containing the terms and conditions applicable to the award granted. In no event shall dividends or dividend equivalents be paid with respect to options or SARs.

Options. The Committee may grant either incentive stock options (“ISOs”), which are intended to qualify for special tax treatment under Section 422 of the Code, or non-qualified stock options (“NQSOs”). Each option entitles the holder to purchase a number of shares of our common stock at a set exercise price, as specified

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in the award agreement. The exercise price for an option is determined by the Committee, but in no event will the exercise price be less than the fair market value of our common stock on the date of grant. Options are exercisable over an exercise period determined by the Committee, which will not exceed ten years from the date of grant.

Stock Appreciation Rights. The Committee may issue SARs either independently or in tandem with an option. SARs entitle the holder to the right to be paid an amount measured by the appreciation in fair market value of our common stock from the date of grant to the date of the exercise of the right. Payment of SARs may be made in cash, our common stock, or property, as determined at the discretion of the Committee. SARs are exercisable over an exercise period determined by the Committee, which will not exceed ten years from the date of grant. The grant price of SARs (used in calculating appreciation at exercise) will be no less than the fair market value of a share of our common stock on the date of grant.

Restricted Stock. Restricted stock is an award of shares that may be conditioned upon satisfying certain vesting requirements and/or performance criteria, as well as, subject to certain restrictions, such as on transferability, and a risk of forfeiture in the event of certain types of termination of the grantee’s employment. Generally, the holder of restricted stock is entitled to the same rights as a stockholder, including the right to vote the restricted stock and the right to receive dividends. No dividends (or dividend equivalents) shall be payable with respect to any restricted shares until such share has vested.

Restricted Stock Unit. An RSU entitles the holder to the right to receive shares or cash at the end of a deferral period, and may be conditioned upon satisfying specified vesting requirements and/or performance criteria. The Committee may impose restrictions or conditions as to the vesting of an RSU, which may include the achievement of performance goals as set by the Committee or a risk of forfeiture in the event of certain types of termination of the grantee’s employment. Upon the vesting of an RSU, the grantee will become entitled to receive a number of shares of common stock equal to the number of vested RSUs.

Performance Awards. A performance award (“Performance Award”) is a right or other interest granted to an individual that may be denominated in cash or shares and payable in shares, cash or in a combination of both. Performance Awards are granted with value and payment is contingent upon the achievement of performance goals relating to performance periods specified by the Committee. The terms and conditions of Performance Awards are determined by the Committee.

Other Stock-Based Awards. The Committee may grant awards in the form of other stock-based awards, which may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, our common stock, including but not limited to, shares of common stock awarded purely as a bonus and not subject to restrictions or conditions, shares of common stock in payment of the amounts due under an incentive or performance plan, stock equivalent units, RSUs, and awards valued by reference to book value of shares of common stock. Other stock-based awards may be granted either alone or in addition to or in tandem with other awards granted under the 2018 Plan. The terms and conditions of any other stock-based awards are determined by the Committee.

Other Cash-Based Awards. The Committee may grant awards in the form of other cash-based awards, in such amounts, on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by applicable law, as it shall determine in its sole discretion. Other cash-based awards may be granted subject to the satisfaction of vesting conditions or may be awarded purely as a bonus and not subject to restrictions or conditions, and if subject to vesting conditions, the Committee may accelerate the vesting of such awards at any time in its sole discretion. The grant of Other Cash-Based Awards shall not require a segregation of any of the Company’s assets for satisfaction of the Company’s payment obligation thereunder.

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Performance Goals

Performance goals are pre-established by the Committee, in its sole discretion, based on one or more of the following criteria: (a) revenue, (b) earnings per share, (c) net income per share, (d) share price, (e) pre-tax profits, (f) net earnings, (g) net income, (h) operating income, (i) cash flow, (j) earnings before interest, taxes, depreciation and amortization, (k) sales, (l) total stockholder return relative to assets, (m) total stockholder return relative to peers, (n) financial returns (including, without limitation, return on assets, return on equity and return on investment), (o) cost reduction targets, (p) customer satisfaction, (q) customer growth, (r) employee satisfaction, (s) gross margin, (t) revenue growth, (u) store openings, (v) any combination of the foregoing or (w) such other criteria as the Committee may determine. Performance goals may be based upon the attainment of specified levels of performance by the Company, or a business unit, division, subsidiary, or affiliate of the Company, or individual performance. In addition, performance goals may be based upon the attainment of specified levels of performance under one or more of the measures described above relative to the performance of other entities.

Measurement of performance relative to performance goals generally will exclude the impact of losses or charges in connection with restructurings or discontinued operations. In addition, the Committee, in its sole discretion, will have the authority to make equitable adjustments to the performance goals in recognition of unusual or non-recurring events affecting the Company or any subsidiary or the financial statements of the Company or any subsidiary in response to changes in applicable laws or regulations, including changes in generally accepted accounting principles or practices, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles.

Per Person Limitations

The 2018 Plan limits the: (i) number of stock options and SARS that may be granted to any one participant other than non-employee directors during any calendar year to 500,000 shares, (ii) number of awards (other than stock options and SARs) that may be paid to any one participant other than non-employee directors in any calendar year to 750,000 shares, and (iii) amount of equity compensation that may be paid to a non-employee director in any one-year period under the 2018 Plan (together with any cash fees paid to such non-employee director during the fiscal year) to $500,000. The maximum amount of cash that may be payable to settle cash-denominated awards hereunder to any one individual (other than a non-employee director) under the 2018 Plan during any calendar year is to $4,000,000. In the case of multi-year performance periods, the amount which is paid for any one calendar year of the performance period is the amount paid for the performance period divided by the number of calendar years in the period.

Adjustment to Shares

In the event that any extraordinary dividend or other distribution, recapitalization, common stock split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or share exchange, or other similar corporate transaction or event, affects our common stock such that an adjustment is appropriate to prevent dilution or enlargement of the rights of award grantees, the Committee will make equitable changes or adjustments to outstanding awards to prevent such dilution or enlargement of rights, and adjustments to the number of shares reserved under the 2018 Plan and the per-person limits relating to shares. The changes may include the number and kind of shares of common stock or other property, the exercise price, grant price, or purchase price.

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Change-in-Control Provisions

For awards made pursuant to the 2018 Plan, in the event of a change in control, the 2018 Plan does not generally provide for automatic “single-trigger” vesting. Instead, for future awards, the 2018 Plan utilizes “double-trigger” vesting, under which awards vest if the participant’s employment is terminated by the Company without cause within a two-year period of the change in control. If a change in control occurs prior to the end of a specified performance period, in the case of awards subject to performance goals, such performance goals and other conditions pertaining to awards under which payments shall be deemed to be fulfilled on a pro-rata basis for (i) the number of whole months elapsed from the commencement of the relevant performance period through the change in control over (ii) the number of whole months included in the original performance period, measured at the actual performance level achieved, and are waived by the Company.

Non-transferability

Awards granted generally are not transferable except by will or the laws of descent and distribution and are only exercisable during the lifetime of the recipient of the award or the recipient’s guardian or legal representative. The Committee can permit transfers of certain awards for estate planning purposes, but transfers to third parties for value are not permitted.

Repricing Prohibition

The Committee shall not without the approval of the Company’s shareholders take any action with respect to an option or SAR that would be treated as a repricing under the rules and regulations of the principal national securities exchange on which the shares are listed. Shareholder approval is required for any 2018 Plan amendment or other action that would constitute a repricing of outstanding options or SARs.

Clawback

All awards granted under the 2018 Plan may be recouped by the Company subject to any right that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act or in accordance with any Company recoupment policy or other agreement or arrangement with the participant.

Amendment and Termination

The Board may alter, amend, suspend or terminate the 2018 Plan in whole or in part. Shareholder approval generally would be required for an amendment increasing the shares reserved for the 2018 Plan, expanding eligibility, or increasing benefits to participants, or cancelling an option or SAR when the option price per share exceeds the Fair Market Value of one share in exchange for cash or another award (other than in connection with a change in control).

However, not all amendments that would have the effect of increasing the cost of the 2018 Plan or increasing the value of outstanding awards would require shareholder approval. No amendment or termination of the 2018 Plan may materially adversely affect the rights of the holder of any award previously granted without the holder’s consent. Unless earlier terminated by the Board, the 2018 Plan will expire on the tenth anniversary of its effective date.

New Plan Benefits Table

Awards that will be made pursuant to the 2018 Plan are within the discretion of the Committee, and the Committee has not yet made a determination of the amounts and/or types of such awards that will be granted

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going forward. Therefore, it is not possible to determine the benefits that will be received by executive officers and directors if the 2018 Plan is approved by the stockholders. However, the following table sets forth the benefits or amounts which would have been received by or allocated to each of the executive officers named below, all current executive officers as a group, all non-employee directors as a group, and all other employees, in each case, for the last completed fiscal year if the 2018 Plan had been in effect. As of December 30, 2017, the fair market value of a share of Company common stock was $4.40.

In accordance with SEC rules, the following table lists all options granted to the individuals and groups indicated below since the original adoption of the 2009 Plan.

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Burn Rate

The following table sets forth information regarding stock-settled, time-vested equity awards granted and performance-based, stock-settled equity awards granted over each of the last three fiscal years:

Overhang as of March 31, 2018

Our potential dilution, or “overhang,” from outstanding awards and shares available for future awards is projected at approximately 14.82% percent. This percentage is calculated on a fully diluted basis, based on the total shares underlying outstanding stock-based awards (394,980 stock options and 1,731,524 full-value shares) under our 2009 Plan and our 2006 Stock Option Plan, the new shares available for future awards under the 2018 Plan if approved by shareholders at the June 28, 2018 annual meeting (2,100,000), and the total shares of Company common stock outstanding as of March 31, 2018 (24,291,415). Fully diluted overhang is calculated as the sum of grants outstanding and shares available for future awards (numerator) divided by the sum of the numerator and basic common shares outstanding.

The following table sets forth certain information as of March 31, 2018, unless otherwise noted, with respect to the Company’s existing equity compensation plans:

Equity Compensation Plan Information

For certain information related to the Company’s equity compensation plans, see “Equity Compensation Plan Information.”

Federal Income Tax Consequences

The following is a brief, general summary of certain federal income tax consequences applicable to awards based on current federal income tax laws, regulations (including proposed regulations), and judicial and

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administrative interpretations. Federal income tax laws and regulations are amended frequently, and such amendments may or may not be retroactive. Individual circumstances may vary these results. Further, employees and other award recipients may be subject to taxes other than federal income taxes, such as federal employment taxes, state and local income taxes and estate or inheritance taxes. This summary is intended for the information of stockholders in connection with the proposal to approve the 2018 Plan and not as tax advice to plan participants.

NQSOs. An individual is not subject to any federal income tax upon the grant of an NQSO. Upon exercise of an NQSO, however, he or she generally will recognize ordinary income in an amount equal to the excess of the fair market value of the shares transferred to him or her over the exercise price for the shares, with such fair market value generally determined on the date the shares are transferred pursuant to the exercise. If shares acquired upon exercise of an NQSO are later sold by the individual, then the difference between the sales price and the fair market value of the shares on the date that ordinary income previously was recognized on the shares generally will be taxable as long-term or short-term capital gain or loss (depending upon whether the shares have been held for more than one year). We normally will be entitled to a federal income tax deduction equal to the amount of ordinary income recognized by the individual in the year the income is recognized.

Incentive Stock Options. An individual is not subject to any federal income tax upon the grant of an ISO. In addition, normally he or she will not recognize income for federal income tax purposes as the result of the exercise of an ISO and the related transfer of shares of our common stock to him or her. However, the excess of the fair market value of the shares transferred upon exercise of the ISO over the exercise price will constitute an adjustment to income for purposes of calculating alternative minimum tax for the year in which the ISO is exercised, and an employees’ federal income tax liability may be increased as a result under the alternative minimum tax rules of the Code.

If an individual holds the shares acquired upon exercise of an ISO for at least two years following grant of the option and at least one year following exercise, he or she generally will recognize long-term capital gain or loss upon the disposition of the shares equal to the difference between the amount realized on the disposition and the exercise price for the shares. If an individual disposes of shares acquired upon exercise of an ISO before satisfying the one- and two-year holding periods described above, he or she may recognize both ordinary income and capital gain in the year of disposition. The amount of the ordinary income generally will be the lesser of (i) the amount realized on disposition less the exercise price for the shares, and (ii) the amount by which the fair market value of the shares transferred to the individual upon exercise exceeded the exercise price for the shares. The balance, if any, of the gain recognized on the disposition will be taxable as long-term or short-term capital gain (depending upon whether the shares have been held for more than one year).

We generally are not entitled to any federal income tax deduction on the grant or the exercise of an ISO or upon an employees’ disposition of the shares acquired after satisfying the holding periods described above. If the holding periods are not satisfied, we may be entitled to a federal income tax deduction in the year the shares are disposed of in an amount equal to any ordinary income recognized by an associate.

Stock Appreciation Rights. An individual will recognize ordinary income for federal income tax purposes upon the exercise of a SAR for cash, our common stock, property, or a combination thereof, and the amount of income that the associate or other individual will recognize will equal the amount of cash and the fair market value of our common stock or other property that he or she receives as a result of the exercise. We generally will be entitled to a federal income tax deduction in an amount equal to the ordinary income recognized by the employees or other individual in the same taxable year in which the income is recognized.

Restricted Stock. An associate or other individual is not subject to any federal income tax upon the grant of restricted stock, nor does the grant of restricted stock result in an income tax deduction for us, unless generally

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the restrictions on the stock do not present a substantial risk of forfeiture under Section 83 of the Code. In the year that the restricted stock is no longer subject to a substantial risk of forfeiture, the associate or other individual will recognize ordinary income in an amount equal to the fair market value of the shares of our common stock transferred to him or her, generally determined on the date the restricted stock is no longer subject to a substantial risk of forfeiture. If the restricted stock is forfeited, the employees or other individual will recognize no income. An associate or other individual may elect under Section 83(b) of the Code to recognize the fair market value of our common stock as ordinary income at the time of grant of the restricted stock. If the employees or individual so elects, (i) he or she will not otherwise be taxed in the year that the restricted stock is no longer subject to a substantial risk of forfeiture (unless such stock is then sold), and (ii) if the restricted stock is subsequently forfeited, he or she will be allowed no deduction for the forfeiture.

Restricted Stock Units. An associate or other individual generally is not subject to any federal income tax upon the grant of an RSU, nor does the grant of an RSU result in an income tax deduction for us. In the year that the RSU is paid in shares of our common stock, the associate or other individual generally will recognize ordinary income in an amount equal to the fair market value of the shares of our common stock paid under the RSU, determined at the time of payment. If the RSU is forfeited, the associate or other individual will recognize no gain.

Performance Awards. An associate or other individual generally will not be subject to any federal income tax upon the grant of a Performance Award. In the year that the Performance Award is paid in cash or shares of our common stock, the associate or other individual generally will recognize ordinary income in an amount equal to the cash and the fair market value of the shares of our common stock paid, determined at the time of such payment, provided that, if the shares are subject to a substantial risk of forfeiture, income with respect to the shares will not be recognized until generally the shares are no longer subject to a substantial risk of forfeiture. We normally will be entitled to a deduction at the time when, and in the amount that, the associate or other Performance Award holder recognizes ordinary income.

Other Stock-Based Awards. The taxation of an associate or other individual who receives other stock-based awards will depend on the form and terms and conditions of the award. We normally will be entitled to a deduction at the time when, and in the amount that, the associate or other individual recognizes ordinary income from another stock-based award, subject in certain cases to a $1 million annual deduction limitation under Section 162(m) with respect to certain officers.

Other Cash-Based Awards. The taxation of an associate or other individual who receives other cash-based awards will depend on the form and terms and conditions of the award. We normally will be entitled to a deduction at the time when, and in the amount that, the associate or other individual recognizes ordinary income, subject in certain cases to a $1 million annual deduction limitation under Section 162(m) with respect to certain officers.

Effect of Section 409A. Depending on the terms of a grant of RSUs, performance awards, other stock-based awards, and other awards, the award may be treated as deferred compensation subject to the rules under Section 409A. In that case, and if the award fails to satisfy applicable requirements under such rules, an associate or other award recipient may be subject to additional taxes and interest.

Deductibility of Awards. Section 162(m) places an annual $1 million per person limit on the deductibility of compensation paid by us to certain executives. Under the Tax Cuts and Jobs Act, signed into law on December 22, 2017 (“Tax Act”), covered companies will no longer receive a deduction for “qualified performance-based compensation” in excess of the $1 million annual deduction limitation under Section 162(m); provided, that such change will not apply to compensation paid pursuant to a written contract in effect on November 2, 2017. The Tax Act also provides that principal financial officers of covered companies, or the Chief Financial Officer in our case, will be subject to the deduction limitations set forth in Section 162(m).

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Certain Other Tax Issues. In addition to the matters described above, (i) any entitlement to a tax deduction on the part of the Company is subject to applicable federal tax rules, (ii) the exercise of an incentive stock option may have implications in the computation of alternative minimum taxable income, and (iii) if the exercisability or vesting of an award is accelerated because of a change in control, such award (or a portion thereof), either alone or together with certain other payments, may constitute parachute payments under Section 280G of the Code, which excess amounts may be subject to excise taxes. Officers and directors of the Company subject to Section 16(b) of the Exchange Act, may be subject to special tax rules regarding the income tax consequences concerning their awards. The 2018 Plan is not, nor is it intended to be, qualified under Section 401(a) of the Code, and is not subject to any of the requirements of the Employee Retirement Income Security Act of 1974, as amended.

The Board requests that stockholders approve the following resolution.

RESOLVED, that the Vitamin Shoppe 2018 Long-Term Incentive Plan, is hereby approved.

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PROPOSAL FOUR -- VOTE ON APPROVAL OF THE FIRST AMENDMENT TO THE 2010 EMPLOYEE STOCK PURCHASE PLAN

General Background

In December 16, 2009, the Board approved the Company’s 2010 Employee Stock Purchase Plan, as amended from time to time (the “Purchase Plan”) and authorized it to be funded with 200,000 shares (adjusted for stock dividends and splits) of the Company’s common stock. At the 2010 annual meeting, the stockholders approved the Purchase Plan and authorized it to be funded with 200,000 shares (adjusted for stock dividends and splits) of common stock. On August 15, 2017, the Compensation Committee of the Board (“Compensation Committee”) approved the first amendment to the Purchase Plan (the “Amendment”) to increase in the share reserve by 500,000 shares, subject to stockholder approval at the 2018 annual meeting. In addition, the Amendment expanded the definition of “Fair Market Value” in the Purchase Plan to provide a clear definition of the “Fair Market Value” of our common stock in the event that our common stock (a) is readily traded on a principle exchange, (b) is no longer traded on a public exchange or (c) if the “Fair Market Value” cannot be determined under clause (a) or (b) above, or if the Compensation Committee determines in its sole discretion that the common stock is too thinly traded for “Fair Market Value” to be determined pursuant to clause (a) and (b), the “Fair Market Value” would be determined by the Compensation Committee, in its sole discretion, on a good faith basis.

The primary purpose of the Purchase Plan is to provide eligible employees an opportunity to participate in the ownership of the Company by purchasing common stock through payroll deductions. The Purchase Plan is intended to benefit the Company as well as its stockholders and eligible employees. The Purchase Plan gives eligible employees an opportunity to purchase shares of common stock at a discounted price and we believe that our stockholders benefit from the increased interest on the part of participating, eligible employees in the profitability of the Company. Furthermore, the Company benefits from the periodic investments of equity capital provided by participants in the Purchase Plan.

Description of the ESPP

The following description of the principal features of the Purchase Plan is a summary only and is qualified in its entirety by reference to the complete text of the Amendment that is included as Appendix B to this proxy statement, as well as the complete text of the Purchase Plan, and incorporated by reference to Exhibit 10.16 in our Annual Report on Form 10-K filed on March 17, 2010.

Administration

The Purchase Plan is administered by the Compensation Committee. All questions of interpretation or application of the Purchase Plan are determined in the sole discretion of the Compensation Committee, and its decision are final, conclusive and binding upon all persons.

Eligibility

Any individual who has completed at least three (3) months of employment with the Company or any subsidiary and who is an employee as of the entry date of a given exercise period.

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Exercise Periods

While the Compensation Committee has discretion to establish changes regarding the duration or the frequency of the exercise periods, shares of common stock are offered under the Purchase Plan through consecutive offering periods of approximately three months, generally beginning on the first trading day of the NYSE in April, June, October, and January each year.

Purchase of Stock; Payroll Deductions

Under the Purchase Plan, eligible employees may purchase, through payroll deductions of not less than 0.5% and not more than 10% of basic compensation, full book-entry shares of the Company’s common stock at a price which is not less than 85% of the fair market value of the common stock on the exercise date as determined annually by the Company’s Board. The fair market value of the shares purchased may not exceed $25,000 in any calendar year, and an eligible employee is limited to purchase up to 5,000 shares during an offering period under the Purchase Plan. Any payroll deductions not applied to the purchase of shares due to the application of this limitation will be refunded to the participant.

Withdrawal; Termination of Employment

A participant may terminate his or her interest in a given offering by signing and delivering a notice of withdrawal from the Purchase Plan at least seven days prior to the exercise date of the applicable offering period. Upon termination of a participant’s employment for any reason, any plan contributions credited to the participant’s account and not yet invested in common stock will be returned to the participant.

Shares

The Purchase Plan is presently authorized to issue 200,000 shares of the Company’s common stock subject to the adjustments as provided below, if the amendment is approved by stockholders, a maximum of 500,000 additional shares will be available for issuance under the Purchase Plan.

On May 10, 2018, the closing price per share of our common stock on the NYSE was $4.75.

Transferability

No grants of common stock under the Purchase Plan will be transferable, except by will or the laws of inheritance following a participant’s death.

Amendment and Termination of the Purchase Plan

The Purchase Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by our Board or Compensation Committee; provided that (i) no such amendment may make any change in any option theretofore granted which adversely affects the rights of any participant in the Purchase Plan or (ii) the Purchase Plan may not be amended in any way that will cause rights issued under the Purchase Plan to fail to meet the requirements for employee stock purchase plans as defined in Section 423 of the Code or any successor thereto.

Federal Income Tax Consequences

The following is a brief, general summary of certain federal income tax consequences applicable to awards based on current federal income tax laws, regulations (including proposed regulations), and judicial and administrative interpretations. Federal income tax laws and regulations are amended frequently, and such

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amendments may or may not be retroactive. Individual circumstances may vary these results. Further, employees and other award recipients may be subject to taxes other than federal income taxes, such as federal employment taxes, state and local income taxes and estate or inheritance taxes. This summary is intended for the information of stockholders in connection with the proposal to approve the Amendment to the Purchase Plan and not as tax advice to plan participants.

The Purchase Plan, and the right of participants to make purchases thereunder, is intended to qualify under the provisions of Section 423 of the Code, including that any material amendments thereto (including the Amendment) must be approved by shareholders within twelve months in order for participants to receive the beneficial tax treatment described herein. Under the applicable provisions, no income will be taxable to a participant, and no deductions will be allowable to the Company, upon either the grant or the exercise of the purchase rights. If the participant sells or otherwise disposes of the purchased common stock within two years after the start date of the exercise period in which the common stock was acquired or within one year after the actual purchase date of that common stock, then the participant generally will recognize ordinary income in the year or sale or disposition equal to the amount by which the fair market value of the common stock on the purchase date exceeded the purchase price paid for that common stock, and the Company will be entitled to an income tax deduction, for the taxable year in which such disposition occurs equal in the amount of such excess. The amount of this ordinary income will be added to the participant’s basis in the common stock, and any resulting gain or loss recognized upon the sale or disposition will be a capital gain or loss. If the common stock has been held for more than one year since the date of purchase, the gain or loss will be long-term.

New Plan Benefits Table

Benefits that will be received pursuant to the Purchase Plan are within the discretion of each participant and are not fully determinable at this time. However, the following table sets forth the benefits or amounts that were received by or allocated to each of the executive officers named below, all current executive officers as a group, all non-employee directors as a group, and all other employees, in each case, under the Purchase Plan for both (a) the last completed fiscal year and (b) in the aggregate since the Purchase Plan’s inception in 2009 and through the last completed fiscal year.

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Aggregate Past Purchases Under the Employee Stock Purchase Plan

As of December 30, 2017, 242,459 shares of the Company’s common stock had been purchase under the Purchase Plan since its inception in 2009. The following number of shares have been purchased by the persons and groups identified below.

(1) The dollar value of shares purchased under the ESPP was computed by multiplying the number of shares purchased times the price equal to 85% of the lesser of the fair market values of the common stock on the first day of the offering period or the last day of the purchase period. The purchases set forth in the above table complied with the $25,000 limitation under the Purchase Plan as such limit is based on the fair market value of the common stock at the time the right to purchase is granted. As of December 30, 2017, the fair market value of a share of Company common stock was $4.40.

The Board requests that stockholders approve the following resolution.

RESOLVED, that the Vitamin Shoppe 2010 Employee Stock Purchase Plan, as modified by the Amendment, is hereby approved.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis explains the compensation principles under which our executive compensation program operates and the key actions taken by the Compensation Committee for fiscal 2017 with respect to the compensation of our named executive officers included in the compensation tables that follow. Under applicable SEC rules, our named executive officers for 2017 are as follows:

Executive Summary

Fiscal year 2017 was a challenging year for the Company. We continued to focus on implementing initiatives tied to our turn-around; however, competitive trends such as broader channel availability, particularly for sports protein products, more aggressive competitor pricing and promotional strategies, and significantly increased expenditures in marketing by our competitors continued to intensify. Our operations were impacted, resulting in lower customer traffic, negative same store sales and a reduction in net sales. To combat these headwinds and turn the business around, in 2017, we launched a few key initiatives, which yielded promising results. For example, (i) we increased spending and focus on customer acquisition (digital and grassroots), which resulted in customer acquisition turning positive in Q4 for the first time in Fiscal 2017 and (ii) in August 2017, we launched the “SPARK Auto Delivery™,” a new subscription program, resulting in approximately 400,000 subscriptions by Fiscal 2017 year end.

In addition to the initiatives above, we continued to identify and implement opportunities in key areas to improve efficiencies and reduce costs. In Fiscal 2017, the Company:

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On February 27, 2018, the Company announced the naming of Alex Smith as Executive Chairman effective immediately and the upcoming departure of its Chief Executive Officer, Colin Watts. Mr. Watts will continue employment with the Company as its Chief Executive Officer through no later than May 31, 2018.

Stockholder Outreach

Communicating with our stockholders and the broader investment community is critically important. We believe that regular, transparent communications along with a proactive stockholder outreach program is essential to our commitment to keeping the investment community and all relevant stockholders informed as to our business performance. We communicate with our stockholders through a variety of means, including in person meetings at our headquarters, the stockholder’s office, or at investor conferences, via phone calls, our website or in print, which includes press releases. During Fiscal year 2017, our management team engaged with institutional investors representing more than 75% of our outstanding shares to discuss our long-term business strategy, financial and operating performance, capital allocation and other issues specific to our industry and Company. In these meetings, we heard many constructive comments on the strategy, our capital allocation plans and stockholder communications. We value the views of our stockholders and other stakeholders, and our outreach efforts provide us with a valuable understanding of our stockholders’ perspectives and an opportunity to exchange views. On at least a quarterly basis the Board receives a report from management on stockholder engagement and investor feedback. In addition to speaking with our institutional investors, we respond to inquiries from our retail investors and other stakeholders.

We also conduct general “off-season” outreach to the governance teams at our top twenty stockholders, representing approximately 85% of our outstanding shares. In our discussions with these teams we sought their input on a variety of corporate governance topics as well as executive compensation practices. Investors’ feedback was generally positive with respect to our corporate governance practices and the structure of our executive compensation plan. This information was also shared with the Board.

Although stockholder outreach is primarily a function of the management team, members of our Board, including the Chairman of the Board and Chair of the Compensation Committee, also participate when appropriate. Our Board believes these meetings are important because they help us better understand and respond to our stockholders’ priorities and perspectives.

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As a result of stockholder feedback and an analysis of industry trends and best practices, we took several important actions to enhance the Company’s corporate governance practices.

Say on Pay

At our 2017 Annual Meeting of Stockholders, 98% of the votes cast were in favor of our 2017 executive compensation program. Although investors provided us with their overwhelming approval of our compensation program, some investors expressed concerns regarding the continual increase in named executive officer’s compensation despite the Company’s decline in market value.

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Recommendations from our compensation consultant were also considered by our Compensation Committee in setting named executive officer compensation for fiscal 2017 and 2018. Important changes were as follows:

General Compensation Philosophy and Objectives

We work to attract and retain proven and talented industry executives who we believe will help to place us in the best position to resume growth and to meet our objectives. We seek to recruit executives with retail or other experience that we believe is transferable to our business with the expectation that they will share their knowledge to develop and manage a large and successful retail organization. We seek to provide our named executive officers with a compensation package that is competitive for a given position in our industry and geographic region. In establishing executive compensation, we believe each of the following:

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We believe our compensation objectives are best pursued through a combination of base salary, annual bonus, equity compensation and other benefits.

We offer a market-competitive base salary that is intended to attract and retain executives and recognize each executive’s position, role, responsibility and experience. We use an annual cash incentive and long-term incentives to directly tie our executives’ realized compensation to achievement of pre-established financial and strategic goals. We also use long-term equity awards that encourage our executives to stay committed to the Company, and, in addition, we maintain minimum stock ownership guidelines and a general insider trading policy that includes various prohibitions that could otherwise misalign the mutual interests of our executives and our stockholders.

Executive Compensation Practices

Summarized below are some of the key executive compensation practices we believe promote good governance and best serve the interest of our stockholders, alongside those practices we do not employ.

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Compensation Committee Process

The Compensation Committee approves all compensation and awards to our named executive officers. Annually, the Compensation Committee reviews the performance and compensation of our Chief Executive Officer and establishes our Chief Executive Officer’s compensation for the subsequent year. Our Chairman and our Chief Executive Officer review with the Compensation Committee the performance of our other named executive officers, but no other named executive officer has any input in executive compensation decisions. Our Chief Executive Officer does not, and in fiscal 2017 did not, participate in the Compensation Committee’s deliberations with regard to his own compensation. The Compensation Committee gives substantial weight to our Chairman’s and our Chief Executive Officer’s evaluations and recommendations because they are particularly able to assess our other named executive officers’ performance and contributions.

The Compensation Committee evaluates all elements of named executive officer compensation each year after a review of achievement of financial and other strategic, non-financial and corporate objectives with respect to the prior year’s results. Additionally, following discussions with our Chairman and our Chief Executive Officer and, when the Compensation Committee determines that it is appropriate, with input from other advisors, the Compensation Committee establishes the compensation for our other named executives for the subsequent year. Early in the calendar year, the Compensation Committee determines the performance objectives for the Company and each named executive officer for that year. The Compensation Committee may, however, review and adjust compensation at other times as the result of new appointments or promotions during the year. In addition to the Compensation Committee members, our Chief Executive Officer, our Chairman, our Chief Financial Officer, our General Counsel/Corporate Secretary, our Senior Vice President of Human Resources and other officers and Board members have provided input to the Compensation Committee from time to time.

Compensation Determinations and the Role of Consultants

Compensation Consultants

The Compensation Committee retained FW Cook as its compensation consultant. The compensation consultant reports directly to, and acts solely at the discretion of, the Compensation Committee and the Compensation Committee may replace the compensation consultant or hire additional consultants at any time. A

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representative of the compensation consultant attends meetings of the Compensation Committee, as requested, and communicates with the Compensation Committee Chair between meetings. Management may use, as needed, other outside consultants to assist with the day-to-day management of our programs and in the development of proposals for review by the Compensation Committee and its compensation consultant. In fiscal 2017, management did not engage a separate consultant.

During fiscal 2017, the compensation consultant performed the following services:

Selection of Peer Group

The Compensation Committee recognizes the value of using a peer group to further its understanding of the competitive market for setting executive and non-employee director compensation levels, although we do not attempt to link any single element of compensation to specific peer company percentiles.

For guidance in establishing senior executive and non-employee director compensation levels for fiscal 2017, FW Cook reviewed our peer group to ensure that it continues to serve as an appropriate benchmark and, if appropriate, recommend changes for the Compensation Committee’s consideration. FW Cook applied the following criteria to the Company’s existing peer group and to other companies considered for inclusion: revenue between forty percent and two and one-half times the Company’s and market capitalization between one-fifth and five times the Company, similar business models, including manufacturing and presence in health and wellness space, companies that current peers are using for comparison and companies that consider the Company a peer.

Based upon FW Cook’s analysis, they recommended we remove companies whose business characteristics, product mix and revenue/market capitalization were materially different from the Company.

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As a result of FW Cook’s review, the following companies were removed from the peer group:

In addition, in accordance with FW Cook’s recommendation, the following companies were added to the peer group that was used for guidance in establishing senior executive and non-employee director compensation levels for fiscal 2017:

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Relative to the 15-company peer group, our revenues ranked at the 40th percentile and our market capitalization was below the 25th percentile.

No changes were made to the peer group for establishing senior executive and non-employee director compensation levels for fiscal 2018.

Review of External Data

The Compensation Committee may also consider other data, including trends and best practices in executive compensation, proxy data from our peer group and legal and regulatory changes to assess our compensation practices in the businesses and markets in which we compete for executive talent. We have determined, and continue to believe, that our compensation levels should be competitive in our market and that compensation packages should be aligned with our business goals and objectives. However, we strongly believe in engaging the best talent in critical functions, and this can entail negotiations with individual executives who have significant compensation and/or retention packages in place with other employers. As a result, the Compensation Committee may determine to provide compensation outside of our normal practices to certain individuals to achieve attraction and retention objectives. Our named executive officers did not receive compensation outside of normal practice in 2017.

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ELEMENTS OF TOTAL COMPENSATION

Compensation for our named executive officers includes both fixed and performance-based components. Performance-based components are designed so that above-target performance is rewarded with above-target payouts and vice versa. The fixed components of compensation are designed to be competitive and encourage retention.

The following table briefly describes each element of compensation. A detailed explanation of each component is provided in the next section, “Fiscal Year 2017 Compensation.”

Compensation     Component

Reason to Provide

Performance Based

Not- Performance Based

Value Linked to Stock Price

Value Not Linked to Stock Price

Management   Incentive Plan

Rewards our Named Executive Officers for achieving the annual financial and operational performance goals established by the Compensation Committee.

Long-term   Incentive: PSUs

Granted annually to all Named Executive Officers to drive focus on Vitamin Shoppe’s long-term performance, align their interest with the interest of our stockholders and link to the achievement of long-term value creation.

Long-term   Incentive:   RSAs

Granted annually to Named Executive Officers to encourage retention. Although the number of shares earned is fixed, provided the executive is still employed, their value rises and falls with the price of our common stock, adding a performance element.

Base salary

Paid to all Named Executive Officers; competitive base salaries are necessary to attract and retain qualified, high-performing executives. Prior experience, scope of responsibility and performance are key elements considered in setting base salaries.

Executive   Severance Pay   Policy

Applicable to all executive officers, including Named Executive Officers, to encourage retention.

Benefits &   Limited   Perquisites

Offered to all Named Executive Officers; competitive benefits and modest perquisites are necessary to attract and retain qualified, high-performing executives.

The Compensation Committee believes a substantial portion of an executive’s pay should be comprised of awards that are directly tied to the Company and individual performance. A large percentage of total target compensation is “at risk” through long-term equity awards and annual bonuses. These awards are linked to actual performance and include a substantial portion of equity. The following charts illustrate the weighting of base

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salary, annual incentive awards and long-term incentive awards at target for the CEO and the other named executive officers during 2017:

Target and Realizable Compensation. Consistent with our pay-for performance philosophy, 50% of our CEO’s and 39% of our other named executive officer’s target compensation is at-risk and performance-based. Accordingly, we believe that the CEO and other named executive officer’s financial incentives are aligned with the Company’s actual operational, financial and stock price performance. Further, the value of realizable compensation can differ substantially from the target compensation in ways that emphasize the practical impact of our pay-for-performance philosophy. The chart below illustrates what percentage of the CEO’s and other named executive officer’s total target compensation in 2017 is at risk and performance based.

2017 CEO – Total Target and Realizable Compensation

The chart below compares the CEO’s total target compensation in 2017 to the values realized in light of the Company’s performance in a challenging year.

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Target Total Direct Compensation- CEO Target Total Direct Compensation Other NEOs

Fiscal Year 2017 Compensation

Base Salary

Base salaries for our named executive officers are determined based on the specific level of the executive, the responsibilities of his or her position, and certain peer group data and labor market factors. Generally, our goal is to provide a salary that is competitive with the salary for similar positions in similar industries. Salaries are reviewed annually to determine whether any change is appropriate. Any increase in salary for our named executive officers is subject to Compensation Committee approval. In addition, base salaries may be adjusted on occasion at the Compensation Committee’s discretion to realign a particular executive’s salary with those prevailing in the market.

The following table provides information concerning the annual base salaries of our named executive officers for the periods specified. The amounts represent the salaries approved by the Compensation Committee.

In Fiscal 2016, FW Cook completed an assessment of each component of compensation for our named executive officers, including base salary, annual cash incentive and annual long-term incentive equity grants, which included an analysis of compensation within our peer group. FW Cook’s analysis revealed that Mr. Watts’ and Mr. Kastin’s base salaries were below median. In light of Mr. Watts’ maturation as a chief executive officer and the critical nature of his role in the execution of our Reinvention Strategy, the Compensation Committee increased Mr. Watts’ base salary by 10% to bring it closer to the median of the Company’s peer group. In addition, the Compensation Committee reviewed Mr. Kastin’s contributions to the Company, not only as head of the Company’s legal and regulatory function but as a strategic advisor to senior management and head of real estate, and determined that it would be appropriate to raise Mr. Kastin base salary by 7.8%, which brings it closer to the median of the Company’s peer group.

Since our fiscal year 2017 was challenging, we did not increase the base salaries of the named executive officers for fiscal year 2018.

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Annual Cash Incentive – Management Incentive Program

Our philosophy is that annual cash incentives are to be used to incent achievement of short-term objectives. Our MIP is a cash-based, pay-for-performance annual incentive plan. The MIP allows for a range of cash awards based on the named executive officer’s base salary and level of employment, and our operating results and/or achievement of Key Performance Indicators (KPI) goals.

Annual cash incentives under the 2017 MIP are based upon a combination of corporate financial targets and KPIs. We believe that focusing on operating income targets, which include depreciation and amortization expense, will encourage disciplined capital investment to fuel profitable growth. Our KPIs are directly linked to our Reinvention Strategy and shared by the named executive officers, which encourages cross-functional teamwork and successful implementation of future business drivers, such as growth of private brands and an enhanced loyalty program.

The Compensation Committee approves the structure of the MIP including the corporate financial targets and the KPI goals. The Committee also retains the discretion to award lesser amounts under the MIP to individuals based upon Company or individual performance, based upon the recommendation of our Chief Executive Officer or such other factors that the Committee deems appropriate. The Compensation Committee Chair, the Audit Committee Chair and our outside auditors generally discuss our audited financial results in connection with the determination of MIP payouts.

Target bonuses are expressed as a percentage of base salary and range from 45% to 100% of salary for our named executive officers (as provided in the table on page 58). The table below describes the target bonus for each named executive officer, which is expressed as a percentage of salary in the fiscal year, and the performance metrics, which make up the target bonus.

Target Bonus Metrics and Weightings

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Performance Achievement Percentage Multiplier

As set forth in the chart below, The Vitamin Shoppe Financial Objectives component and The Nutri-Force Nutrition Financial Objectives component are subject to a multiplier based on a Performance Achievement Percentage, which ranges from 25% to 200% of target, based on the level of Adjusted Operating Income achieved in the fiscal year 2017.

Achievement of less than the threshold level of Adjusted Operating Income results in a multiplier of 0%. In addition, achievement of less than the threshold Adjusted Operating Income results in the maximum award under the KPI component being reduced from 150% to 100%. In addition, The KPI component is subject to a multiplier based on Strategic Performance Percentage, which ranges from 25% to 150% based upon the Company’s performance against the KPIs.

Adjusted Operating Income

Adjusted Operating Income for The Vitamin Shoppe represents the Company’s reported operating income (excluding Nutri-Force), along with adjustments for extraordinary, unusual or non-recurring items during the year as determined by the Compensation Committee. Adjusted Operating Income for Nutri-Force represents Nutri-Force’s portion of the Company’s reported operating income, along with adjustments for extraordinary, unusual or non-recurring items during the year as determined by the Compensation Committee.

Key Performance Indicators (KPIs)

For 2016, the Compensation Committee implemented an incentive compensation plan that focused our named executive officers on achieving specific business goals directly supporting the Company’s short and long - term goals. For 2017, the Compensation Committee decided to maintain the same structure used for the 2016 MIP, but changed the KPIs to better align our named executive officers compensation with the Company’s strategic goals of revenue growth, margin improvement, cost containment and improved customer experience. The Compensation Committee also decided to continue to apply the same KPIs to each named executive officer in order to foster strong cross-functional support and better align our senior management team with the Company’s corporate goals. The KPIs consisted of five (5) initiatives: (i) Private Brands Growth, (ii) Customer Engagement, (iii) Vendor Negotiations, (iv) Brand Defining Store Transformations, and (v) Nutri-Force and Supply Chain, each of which contained measurable performance metrics which were used to calculate the KPI portion of the MIP bonus for each named executive officer.

MIP Calculation

The following formula provides an illustration of how annual cash incentive awards pursuant to the MIP were calculated for Mr. Watts, Mr. Kastin, Mr. Reiser and Ms. Galgano:

Step 1: Participant’s eligible earnings x Participant’s Target Bonus % = Target Bonus Amount.

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Step 2:

Step 3: (Vitamin Shoppe Financial Objectives Component x Performance Achievement Percentage Multiplier, capped at 200%) + (Nutri-Force Nutrition Financial Objectives Component x Performance Achievement Percentable Multiplier, capped at 200%) + (KPI Component x Strategic Performance Achievement Percentage Multiplier, capped at 150%) = MIP Award.

The following formula provides an illustration of how the annual cash incentive award pursuant to the MIP was calculated for Mr. Beardall:

Step 1: Participant’s eligible earnings x Participant’s Target Bonus % = Target Bonus Amount.

Step 2:

Step 3: (Vitamin Shoppe Financial Objectives Component x Performance Achievement Percentage Multiplier, capped at 200%) + (Nutri-Force Nutrition Financial Objectives Component x Performance Achievement Percentable Multiplier, capped at 200%) + (KPI Component x Strategic Performance Achievement Percentage Multiplier, capped at 150%) = MIP Award.

MIP Payouts

For fiscal 2017, The Vitamin Shoppe did not achieve our minimum threshold Adjusted Operating Income of $93.7 million, and therefore the Performance Achievement Percentage Multiplier was 0%. However, Nutri-Force exceeded its Adjusted Operating Income target maximum of $(7.1) million, resulting in a Performance Achievement Percentage Multiplier of 200%.

As set forth in the chart below, our named executive officers also achieved a portion of the KPIs, which resulted in a payout to each of the named executive officers of approximately 53% of the KPI portion of their target bonus.

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The following table shows targeted and actual bonus amounts calculated as described above for our named executive officers for 2017.

Long-Term Incentive Compensation

We believe that granting equity that vests over an extended period of time encourages our named executive officers to focus on our future success and aligns their interests with the interests of our stockholders. In addition, we typically employ (x) time-based vesting to retain our named executive officers and (y) performance-based metrics to incentivize them to accomplish our goals. In certain instances, we also use time-based awards as a means for inducing potential employees to join us, as a means of rewarding current employees in connection with a promotion, for taking on new responsibilities, or for retention purposes. All such equity awards are granted under the Prior Plan. The total equity granted to recipients is based in part on their position with us and the reason for the grants. All grants to named executive officers require the approval of the Board.

In 2017, we provided our named executive officers with annual grants comprised of 50% Time Vesting Restricted Stock and 50% Performance Share Units to directly tie compensation to achievement of multi-year financial performance and increases in stock price, while supporting our retention objective during execution of our long-term strategy. We believe this mix of equity increases accountability for results and total upside earnings potential.

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Time Vesting Restricted Stock

Provided the named executive officer is employed by the Company, the Time Vesting Restricted Stock shall become unrestricted and vested: (i) as to the first 50% of the shares of restricted stock, on the second anniversary of the grant date, and (ii) as to the second 50% of the shares of restricted stock, on the third anniversary of the grant date. If the named executive officer is no longer employed by the Company for any reason (other than death or disability) prior to the vesting of all or any portion of the restricted stock, such unvested portion of the restricted stock shall immediately be cancelled and the named executive officer shall forfeit any rights or interests in and with respect to any such shares of restricted stock; provided, however, in the event the named executive officer’s employment is terminated due to death or disability, the shares of restricted stock shall become unrestricted and vested as of the date of any such termination.

Performance Share Units

The Performance Share Units have a three-year performance period (“Performance Period”) and 50% of the Performance Stock Units shall be eligible to vest at the end of the Performance Period based on the achievement of adjusted operating income growth targets (the “Adjusted Operating Income Units”) and 50% of the Performance Stock Units shall be eligible to vest at the end of the Performance Period based on the achievement of return on invested capital targets (the “ROIC Units”). Performance goals for the Adjusted Operating Income Units and ROIC Units are established at the beginning of the Performance Period. The number of Adjusted Operating Income Units that vest is equal to the target number of Adjusted Operating Income Units multiplied by the Adjusted Operating Income Applicable Percentage. The “Adjusted Operating Income Applicable Percentage” is equal to the average of the Adjusted Operating Income Vesting Percentages, which range from 0% (below threshold) to 150% (outstanding) determined for each year during the Performance Period. The “Adjusted Operating Income Vesting Percentage” for fiscal 2017 is measured against a pre-established range, and a payout percentage, if any, would be calculated, but not paid. The same methodology is repeated for Fiscal 2018 and 2019. At the end of Fiscal 2019, the calculated payout percentages from each of the three years’ performance results are averaged to determine the actual share delivery. If the percentage growth in Adjusted Operating Income for a particular fiscal year falls between the indicated performance levels, the Adjusted Operating Income Vesting Percentage will be determined based on straight-line interpolation. For performance levels below the threshold level, straight-line interpolation will not be applied and the Adjusted Operating Income Vesting Percentage will be 0%.

The number of ROIC Units that performance vest as of the end of the Performance Period is equal to the target number of ROIC Units multiplied by the ROIC Applicable Percentage. The “ROIC Applicable Percentage” is equal to the average of the ROIC Vesting Percentages, which range from 0% (below threshold) to 150% (outstanding) determined for each year during the Performance Period. The “ROIC Vesting Percentage” for fiscal 2017 is measured against a pre-established range, and a payout percentage, if any, would be calculated, but not paid. The same methodology is repeated for Fiscal 2018 and 2019. At the end of Fiscal 2019, the calculated payout percentages from each of the three years’ performance results are averaged to determine the actual share delivery. For return on invested capital performance levels that fall between the indicated performance levels, the Vesting Percentage will be determined based on straight-line interpolation. For performance levels below the threshold level, straight-line interpolation will not be applied and the ROIC Vesting Percentage will be 0%.

In the event the participant’s employment with the Company is terminated before the end of the Performance Period due to the participant’s death, disability or retirement, the participant shall be entitled to a pro-rata portion of the Performance Stock Units equal to (x) the percentage of the Performance Period that the Participant was employed by the Company (calculated using the number of days employed during the

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Performance Period) multiplied by (y) the number of Performance Stock Units that would otherwise have performance vested as of the end of the Performance Period.

Fiscal 2018 Compensation Summary

In light of the Company’s performance in Fiscal 2017, the Compensation Committee took the following actions for Fiscal 2018 to recognize the continuing challenges that the Company is expected to face in 2018 while providing incentives to execute the long-term plan and supporting the Company’s attraction and retention objectives during the multi-year turnaround. To accomplish these goals, for Fiscal 2018, the Compensation Committee decided to make the following changes:

Other Benefits and Perquisites

Our named executive officers are provided with basic health and welfare insurance coverage, life insurance, and are eligible to participate in our 401(k) plan. Perquisites may be awarded to our named executive officers on a limited case-by-case basis, subject to Board and/or Compensation Committee approval. The Compensation Committee approved an annual car allowance for Mr. Watts of $20,000 effective March 17, 2017. Except for Mr. Watts’ car allowance, no additional material perquisites are being provided to our named executive officers.

Equity Award Grant Date Policy

We do not time or select the grant dates of any stock-based awards in coordination with our release of material non-public information, nor do we have any program, plan or practice to do so.

Executive Severance Pay Policy; Change in Control Benefits

Our named executive officers are generally provided severance protection under our Executive Severance Pay Policy, except for Mr. Beardall, who is provided severance protection under the Nutri-Force Executive Severance Pay Policy (“Nutri-Force Policy”). We believe that the Executive Severance Pay Policy, the Nutri-Force Policy and the severance protection provided in the employment agreements of our named executive officers, as applicable, provide a reasonable level of protection in the event of change in control-related terminations and help ensure continuity of management under circumstances that reduce or eliminate job security and might otherwise lead to accelerated departures. The Compensation Committee believes that the aggregate value of benefits, covenants and other terms and conditions under the severance arrangements covering our executive management are market-competitive for a company of our size. In the Compensation Committee’s view, severance benefits, including in the event of a change in control, are event-contingent and operate as a form

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of insurance rather than as a principal component of our compensation strategy. The Compensation Committee does not, therefore, take severance benefits into account when setting the other elements of compensation. The table in the Potential Payments Upon Termination or Change in Control section and the accompanying narrative below provide the estimated values and details of the termination benefits under various scenarios for each of our named executive officers as of December 30, 2017.

Nonqualified Deferred Compensation

We do not have a nonqualified deferred compensation plan or program for our employees, officers or directors.

Stock Ownership Guidelines for Officers

We believe that our named executive officers should be subject to certain stock ownership guidelines to encourage significant ownership of our common stock and to further align the personal interests of our named executive officers with the interests of our stockholders. Under these guidelines, our named executive officers are required to accumulate and hold an aggregate market value of our common stock equal to a multiple of annual base salary. Applicable multiples are:

Effective February 21, 2017, we revised our Stock Ownership Guidelines to ensure that executives are making progress towards meeting the ownership guidelines. Under the Revised Stock Ownership Guidelines, the level of ownership set forth above remains unchanged, however, there is no longer a deadline for the required level of ownership to be reached. Instead, our named executive officers are required to retain a portion of shares received pursuant to grants in 2017 and beyond until they have achieved the required level of ownership (“Retention Ratio”). The Retention Ratio for the chief executive officer is 75% and 50% of the net after-tax shares realized upon the vesting and earn out of awards or exercise of options received in 2017 and beyond, for all other named executive officers. Ownership includes shares owned, deferred stock units and unvested restricted stock. The Compensation Committee will evaluate compliance with this policy on an annual basis.

Compensation Recovery Policies

In 2010, the Compensation Committee began adding clawback language into equity grants, giving the Board the discretion to seek recoupment of the incentive-based compensation paid or granted to certain executive officers in the event of a material restatement of our financial statements (other than to comply with changes in applicable accounting principles). Provisions for recoupment of incentive-based compensation are included in the employment agreements and equity award agreements with each of our named executive officers. The Compensation Committee will re-evaluate and, if necessary, revise our clawback policy to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act once the SEC adopts final rules implementing the clawback requirements.

The proposed 2018 Long-Term Incentive Plan provides that, notwithstanding anything to the contrary, if a participant in the Plan receives an amount in excess of what he or she should have received pursuant to an incentive award under the Plan by reason of a material financial restatement, then such participant shall be required to promptly repay to the Company any such excess amount as determined by the Committee.

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Insider Trading Policy

Our insider trading policy prohibits certain employees, directors and service providers (including our named executive officers) from trading and/or tipping while aware of material, non-public information, restricts the disclosure of certain non-public information, and includes certain periods subject to black-out and other limitations regarding trading of our stock. Our insider trading policy also prohibits certain aggressive and speculative trading in our stock, including the trading of options, short sales, or engaging in hedging transactions (including the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds). Similarly, our insider trading policy generally prohibits pledging shares of the Company’s common stock as collateral for a loan or other financial arrangement. Company employees are prohibited from trading in Company shares during certain prescribed blackout periods, typically beginning fifteen (15) calendar days prior to the end of each fiscal quarter and ending two full trading days after the public release of our quarterly earnings announcement.

Tax and Accounting Treatment

Section 162(m) limits the tax deductibility of compensation paid by a public company to certain of its highly compensated executive officers to $1 million annually. The Tax Act eliminates the exception to the limit on deductibility for performance-based compensation and provides that the “covered employees” include, in addition to the Chief Executive Officer and certain other highly compensated executive officers, the Chief Financial Officer; provided, that such change will not apply to compensation paid pursuant to a written contract in effect on November 2, 2017. The Compensation Committee considers the impact of Section 162(m) generally when developing and implementing our executive compensation program, and it will continue to do so in light of the Tax Act. However, the Compensation Committee also believes that it is important to preserve flexibility in administering compensation programs in a manner designed to promote varying corporate goals, and accordingly, it has never adopted a policy that all compensation must qualify as deductible under Section 162(m). Going forward, we will continue to monitor IRS guidance on the Tax Act in developing an executive compensation pay structure that incentivizes our officers while considering the potential loss of tax benefits available to the Company.

The 2009 Equity Incentive Plan is not the exclusive means by which annual or long-term incentive payments may be made to covered employees. The Compensation Committee may make such awards, at its discretion, and within the NYSE rules.

We follow FASB ASC Topic 718 for our stock-based compensation awards. FASB ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards. FASB ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that an executive officer is required to render service in exchange for the option or other award.

Compensation Risks

The Compensation Committee has conducted a risk assessment of our compensation policies and practices, and it believes that the mix and design of the elements of compensation do not encourage management or employees to assume excessive risks. All aspects of our compensation programs, including base salary, annual incentive compensation, long-term incentive compensation, and benefits, including severance benefits, have been reviewed in terms of the long-term best interests of stockholders. The Compensation Committee believes that our executive pay practices provide adequate financial security and incentives for executive officers to achieve the

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optimal short-term and long-term objectives of the Company. The Compensation Committee believes that our executive pay does not promote unreasonableness in risk-taking behavior. The value of short-term incentives is counterbalanced by long-term incentives and stock ownership guidelines, which the Compensation Committee believes reward sustained performance that is aligned with stockholder interests. The Compensation Committee has concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us.

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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation Committee

Deborah M. Derby – Chair

Guillermo Marmol

Beth M. Pritchard

The Compensation Committee Report on Executive Compensation set forth in this proxy statement shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange Act. In addition, it shall not be deemed incorporated by reference by any statement that incorporates this proxy statement by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that we specifically incorporate this information by reference.

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EXECUTIVE COMPENSATION

The following table sets forth the compensation earned by our named executive officers for all services rendered to us in all capacities in the fiscal years ended December 30, 2017, December 31, 2016, and December 26, 2015.