Current Report Filing (8-k)
02 June 2017 - 7:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 1, 2017
GNC HOLDINGS,
INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-35113
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20-8536244
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(State of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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300 Sixth Avenue
Pittsburgh, Pennsylvania 15222
(Address of principal executive offices, including zip code)
(412)
288-4600
(Registrants telephone number, including area code)
N/A
(Former Name or
Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act
(17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act
(17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of
this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Jeffrey R. Hennion, the Chief Marketing and
e-Commerce
Officer of GNC Holdings, Inc. (the Company) and a named executive officer in the Companys most recent proxy statement filed on April 11, 2017, resigned from his position with the
Company, effective June 1, 2017. Mr. Hennion will remain eligible for a
pro-rata
bonus for 2017 contingent upon the Companys performance. Mr. Hennions outstanding equity awards, in
the form of time vested restricted stock, performance vested restricted stock, and stock options are and will continue to be governed by the terms and conditions of the underlying equity incentive plans and award agreements pursuant to which such
awards were issued, giving effect to his resignation.
In connection with his resignation from the Company, Mr. Hennion and the Company agreed in
principle to a consulting arrangement for a period not to exceed one year, unless extended by the parties. Mr. Hennion has agreed to customary
non-competition
and
non-solicitation
terms, and a customary release of claims. Mr. Hennion will provide consulting services to the Company on an
as-needed,
non-exclusive
basis for projects as may be assigned by the Company from time to time, subject to minimum required amounts, for which Mr. Hennion will be compensated by the Company on a mutually agreed basis not
to exceed his current base salary.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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GNC HOLDINGS, INC.
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Dated: June 1, 2017
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By:
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/s/ Kevin G. Nowe
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Kevin G. Nowe
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Senior Vice President, Chief Legal Officer
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