DEFA14A 1 gnc-defa14a_052317.htm ADDITIONAL MATERIAL
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A
 
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
 
Filed by the Registrant ☒
 
Filed by a Party other than the Registrant ☐
 
Check the appropriate box:
☐
Preliminary Proxy Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐
Definitive Proxy Statement
☒
Definitive Additional Materials
☐
Soliciting Material Pursuant to §240.14a-12
 
GNC HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)
 
☒
No fee required
☐
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
(1)
Title of each class of securities to which transaction applies
 
(2)
Aggregate number of securities to which transaction applies:
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
(4)
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(5)
Total fee paid:
 
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
(1)
Amount Previously Paid:
 
(2)
Form, Schedule or Registration Statement No.:
 
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Date Filed:
 
 
*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for
the Shareholder Meeting to Be Held on May 22, 2018
 
 
 
 
  
 
 
 
 
 
 
  
Meeting Information
           
GNC HOLDINGS, INC.
 
 
 
  
Meeting Type: Annual Meeting
For holders as of: March 26, 2018
  
 
 
 
  
Date: May 22, 2018          Time: 8:00 AM EDT
 
 
 
  
Location:
Omni William Penn Hotel
530 William Penn Place
 Pittsburgh, PA 15219
 
 
 
 
  
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
You are receiving this communication because you hold shares in the above named company.
 
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
 
We encourage you to access and review all of the important information contained in the proxy materials before voting.
 
 
 
  
 
 
 
 
  
See the reverse side of this notice to obtain proxy materials and voting instructions.
 
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Before You Vote
 
 
 
 
 
 
How to Access the Proxy Materials
 
 
 
 
 
 
 
 
 
 
 
 
Proxy Materials Available to VIEW or RECEIVE:
 
 
 
 
 
 
 
 
 
1. Notice & Proxy Statement
2. Form 10-K
 
 
 
 
 
 
 
 
 
How to View Online:
Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com.
 
 
 
 
 
 
 
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
 
 
 
 
1)
 BY INTERNET:
www.proxyvote.com
 
 
 
 
2)
 BY TELEPHONE:
1-800-579-1639
 
 
 
 
3)
 BY E-MAIL*:
sendmaterial@proxyvote.com
 
 
 
 
 
 
 
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.
 
 
 
 
 
 
 
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 08, 2018 to facilitate timely delivery.
 
 
 
 
 
 
 
 
 
How To Vote
 
 
 
 
 
 
Please Choose One of the Following Voting Methods 
 
 
 
 
 
 
Vote In Person: If you choose to vote these shares in person at the meeting, you must request a "legal proxy." To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.
 
 
 
 
 
 
 
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow  available and follow the instructions. 
 
 
 
 
 
 
 
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.
 
 
 
 
 
 
 
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Voting items
 
The Board of Directors recommends that you vote FOR the following:
 
 
 
 
1.     Election of Directors
 
 
 
Nominees
 
 
 
 
01    Jeffrey P. Berger
 
02    Alan D. Feldman
 
03    Michael F. Hines
 
04    Amy B. Lane
 
05    Philip E. Mallott
06    Kenneth A. Martindale
 
07    Robert F. Moran
 
08    Richard J. Wallace
 
 
 
 
 
The Board of Directors recommends you vote FOR the following proposal(s):
 
 
2.
The adoption, by non-binding vote, of the advisory resolution to approve the compensation paid to the Company's named executive officers in 2017, as disclosed in the proxy materials.
 
 
3.
Approval of the adoption of the 2018 Stock and Incentive Plan.
 
 
4.
The ratification of the appointment of PricewaterhouseCoopers LLP as independent auditors for the Company's 2018 fiscal year.
 
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
  
 
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Voting Instructions
 
 
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