VSI Vitamin Shoppe Inc

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:

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):

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION, DATED SEPTEMBER 30, 2019

VITAMIN SHOPPE, INC.

300 Harmon Meadow Blvd.

Secaucus, New Jersey 07094

[●], 2019

Dear Vitamin Shoppe, Inc. Stockholder:

You are cordially invited to attend a special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of stockholders of Vitamin Shoppe, Inc. (“Vitamin Shoppe” or the “Company”) to be held on [●], 2019, at [●], at [●] [a/p].m. Eastern Time.

At the Special Meeting, you will be asked to consider and vote on (i) a proposal to adopt the Agreement and Plan of Merger, dated August 7, 2019 (the “Merger Agreement”), by and among Vitamin Shoppe, Franchise Group, Inc. (formerly known as Liberty Tax, Inc.) (“Parent”) and Valor Acquisition, LLC (“Merger Sub”), (ii) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”) and (iii) a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Certain affiliates of Vintage Capital Management, LLC (“Vintage Capital”) are investors in Parent and its subsidiaries and certain Vintage Capital personnel are members of the board of directors of Parent. Vintage Capital is a value-oriented, operations-focused, private and public equity investor specializing in the defense, manufacturing and consumer sectors.

Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Vitamin Shoppe, with Vitamin Shoppe continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”). If the Merger is completed, you will be entitled to receive $6.50 in cash, without interest thereon and net of any applicable withholding of taxes, for each share of common stock (“common stock”) that you own (unless you have not voted in favor of the adoption of the Merger Agreement or consented thereto in writing and have properly exercised your statutory rights of appraisal in respect of such shares of common stock under Delaware law), which represents a premium of approximately 43% to its closing share price on August 7, 2019, and a premium of approximately 59% to the 30-day volume weighted average price for the period ended on August 7, 2019.

A special committee of the board of directors of the Company (the “Board of Directors”) comprised entirely of independent and disinterested directors (the “Special Committee”) reviewed and considered the terms and conditions of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger. The Special Committee unanimously determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to, and in the best interests of, the Company and its stockholders, and recommended that the Board of Directors approve and declare advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, and recommend that stockholders of the Company adopt the Merger Agreement.

The Board of Directors, after considering the factors more fully described in the enclosed proxy statement, acting upon the unanimous recommendation of the Special Committee, has: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company and the stockholders; (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby; (iii) recommended that the stockholders adopt the Merger Agreement; and (iv) directed that the Merger Agreement be submitted to the stockholders of the Company for their adoption. The Board of Directors recommends that you vote “FOR” the adoption of the Merger Agreement, “FOR” the Compensation Proposal and “FOR” the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement.

The proxy statement also describes the actions and determinations of the Special Committee and Board of Directors in connection with their evaluation of the Merger Agreement and the Merger. You should carefully read and consider the entire enclosed proxy statement and its annexes, including the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you.

Whether or not you plan to attend the Special Meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted. The failure to vote will have the same effect as a vote against approval of the proposal to adopt the Merger Agreement.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. If you hold your shares through a bank, broker or other nominee and want to vote in person at the Special Meeting, you must obtain a “legal proxy.” The failure to instruct your bank, broker or other nominee to vote your shares for approval of the proposal to adopt the Merger Agreement will have the same effect as a vote against approval of the proposal to adopt the Merger Agreement.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the proposal to adopt the Merger Agreement is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of common stock.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

D.F. King & Co.

48 Wall Street, 22nd Floor

New York, NY 10005

Call Toll-free: (800) 758-5378

Banks and Brokers Call: (212) 269-5550

vsi@dfking.com

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of this matter.

The accompanying proxy statement is dated [●], 2019 and, together with the enclosed form of proxy card, is first being mailed on or about [●], 2019.

VITAMIN SHOPPE, INC.

300 Harmon Meadow Blvd.

Secaucus, New Jersey 07094

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you are a stockholder of record, voting in person by ballot at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote in person at the Special Meeting.

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the internet or by telephone or (3) vote by ballot in person at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement, but will have no effect on the Compensation Proposal or the proposal to adjourn the Special Meeting.

You should carefully read and consider the entire accompanying proxy statement and its annexes, including the Merger Agreement, along with all of the documents incorporated by reference into the accompanying proxy statement, as they contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of the Company’s common stock, please contact our proxy solicitor:

D.F. King & Co.

48 Wall Street, 22nd Floor

New York, NY 10005

Call Toll-free: (800) 758-5378

Banks and Brokers Call: (212) 269-5550

vsi@dfking.com

Table of Contents

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. You should carefully read and consider the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement, including the Merger Agreement, along with all of the documents we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under the caption “Where You Can Find More Information.”

Even if you plan to attend the Special Meeting in person, to ensure that your shares will be represented at the Special Meeting we encourage you to sign, date and return the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote in person by ballot, your vote will revoke any proxy previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting form that you will receive from your bank, broker or other

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nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. If you hold your shares in “street name,” you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

If a quorum is present at the Special Meeting, the failure of any stockholder of record to: (1) submit a signed proxy card; (2) grant a proxy over the internet or by telephone (using the instructions provided in the enclosed proxy card); or (3) vote in person by ballot at the Special Meeting will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If you hold your shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If a quorum is present at the Special Meeting, abstentions will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

Under certain specified circumstances, Vitamin Shoppe or Parent may be required to pay the other party a termination fee in connection with the termination of the Merger Agreement, as described in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Termination Fees.”

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If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the Special Meeting. However, because you are not the stockholder of record, you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

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A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of common stock, and to confirm that your voting instructions have been properly recorded when voting electronically over the internet or by telephone (using the instructions provided in the enclosed proxy card). Please be aware that, although there is no charge for voting your shares, if you vote electronically over the internet or by telephone, you may incur costs such as internet access and telephone charges for which you will be responsible.

Even if you plan to attend the Special Meeting in person, you are strongly encouraged to vote your shares of common stock by proxy. If you are a stockholder of record or if you obtain a “legal proxy” to vote shares that you beneficially own, you may still vote your shares of common stock in person by ballot at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting and vote in person by ballot, your previous vote by proxy will not be counted.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the internet or by telephone. To vote over the internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting form provided by your bank, broker or nominee.

If you hold your shares of common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

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If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting forms. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting form for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card.

D.F. King & Co.

48 Wall Street, 22nd Floor

New York, NY 10005

Call Toll-free: (800) 758-5378

Banks and Brokers Call: (212) 269-5550

vsi@dfking.com

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FORWARD-LOOKING STATEMENTS

This proxy statement contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, those that contain, or are identified by, words such as “outlook,” “guidance,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “could” or the negative version of these words or other comparable words. Forward-looking statements may include, but are not limited to, statements relating to any proposed transaction with Parent (the “proposed transaction”). These statements are subject to various risks and uncertainties, many of which are outside the Company’s control, including, among others, the risks detailed in our filings with the SEC, including in our most recent filings on Forms 10-K and 10-Q, factors and matters described or incorporated by reference in this proxy statement, and the following factors:

Actual results may differ materially from anticipated results or outcomes discussed in any forward-looking statement. Additional factors that could cause actual results to differ materially from forward-looking statements include:

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The Company believes that all forward-looking statements are based on reasonable assumptions when made; however, the Company cautions that it is impossible to predict actual results or outcomes or the effects of risks, uncertainties or other factors on anticipated results or outcomes with certainty and that, accordingly, one should not place undue reliance on these statements. Forward-looking statements speak only as of the date when made and the Company undertakes no obligation to update these statements in light of subsequent events or developments.

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THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the Board of Directors for use at the Special Meeting.

Date, Time and Place

We will hold the Special Meeting on [●], 2019 at [●], at [●] [a/p].m. Eastern Time.

Purpose of the Special Meeting

At the Special Meeting, we will ask stockholders to vote on proposals to: (1) adopt the Merger Agreement; (2) approve, on an advisory (non-binding) basis, the Compensation Proposal; and (3) adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Record Date; Shares Entitled to Vote; Quorum

Only stockholders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. A list of stockholders entitled to vote at the Special Meeting will be available at our headquarters, 300 Harmon Meadow Blvd., Secaucus, New Jersey 07094, during regular business hours for a period of no less than 10 days before the Special Meeting and at the place of the Special Meeting during the meeting.

As of the Record Date, there were [●] shares of common stock outstanding and entitled to vote at the Special Meeting.

The holders of a majority of the shares of common stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, will constitute a quorum at the Special Meeting. In the event that a quorum is not present at the Special Meeting, it is expected that the meeting will be adjourned to solicit additional proxies.

Vote Required; Abstentions and Broker Non-Votes

The affirmative vote of the holders of a majority of the outstanding shares of common stock is required to adopt the Merger Agreement. As of the Record Date, [●] shares of common stock constitute a majority of the outstanding shares of common stock. Adoption of the Merger Agreement by stockholders is a condition to the completion of the Merger.

The affirmative vote of the holders of a majority of the shares of common stock represented at the Special Meeting and entitled to vote on the Compensation Proposal (provided a quorum is present) is required to approve, on an advisory (non-binding) basis, the Compensation Proposal.

Approval of the proposal to the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting, whether or not a quorum is present, requires the affirmative vote of the holders of a majority of the shares of common stock represented at the Special Meeting and entitled to vote on the matter at the Special Meeting.

If a stockholder abstains from voting, that abstention will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement and “AGAINST” the proposal to approve, on an advisory (non-binding) basis, the Compensation Proposal. For stockholders who attend the meeting or are represented by proxy and abstain from voting, the abstention will have the same effect as a vote “AGAINST” any proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

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Each “broker non-vote” will also count as a vote “AGAINST” the proposal to adopt the Merger Agreement, but will have no effect on the Compensation Proposal or any proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. A “broker non-vote” generally occurs when a bank, broker or other nominee holding shares on your behalf does not vote on a proposal because the bank, broker or other nominee has not received your voting instructions and lacks discretionary power to vote the shares. “Broker non-votes,” if any, will be counted for the purpose of determining whether a quorum is present.

Shares Held by Vitamin Shoppe Directors and Executive Officers

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, [●] shares of common stock, representing approximately [●]% of the shares of common stock outstanding as of the Record Date (and approximately [●]% of the shares of common stock outstanding when taking into account Options, RSUs, PSUs and RSAs held, in the aggregate, by our directors and executive officers).

Although none of them has entered into any agreement obligating them to do so, we currently expect that all of our directors and executive officers will vote all of their respective shares of common stock: (1) “FOR” adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Voting of Proxies

If your shares are registered in your name with our transfer agent, Computershare Shareowner Services, you may cause your shares to be voted by returning a signed and dated proxy card in the accompanying prepaid envelope, or you may vote in person at the Special Meeting. Additionally, you may grant a proxy electronically over the internet or by telephone (using the instructions provided in the enclosed proxy card). You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the internet or by telephone. Based on your proxy cards or internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend the Special Meeting and wish to vote in person, you will be given a ballot at the Special Meeting. If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting in person. If you attend the Special Meeting and vote in person by ballot, your vote will revoke any previously submitted proxy.

Voting instructions are included on your proxy card. All shares represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted: (1) “FOR” adoption of the Merger Agreement; (2) “FOR,” on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or attending the Special Meeting and voting in person with a “legal proxy” from your bank, broker or other nominee. If such a service is provided, you may vote over the internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the internet

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or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote in person with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement but will not have any effect on the Compensation Proposal or the proposal to adjourn the Special Meeting.

Revocability of Proxies

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is exercised at the Special Meeting by:

If you have submitted a proxy, your appearance at the Special Meeting will not have the effect of revoking your prior proxy provided that you do not vote in person or submit an additional proxy or revocation, which, in each case, will have the effect of revoking your proxy.

If you hold your shares of common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

Any adjournment, postponement or other delay of the Special Meeting, including for the purpose of soliciting additional proxies, will allow stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned, postponed or delayed.

Board of Directors’ Recommendation

After careful consideration, the Board of Directors, upon the unanimous recommendation of the Special Committee, and after considering various factors described in the section of this proxy statement captioned “The Merger—Recommendation of the Board of Directors and Reasons for the Merger,” has: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company and the stockholders; (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby; (iii) recommended that the stockholders adopt the Merger Agreement; and (iv) directed that the Merger Agreement be submitted to the stockholders for their adoption.

Accordingly, the Board of Directors recommends that you vote “FOR” the adoption of the Merger Agreement, “FOR,” on an advisory (non-binding) basis, the Compensation Proposal and “FOR” the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Solicitation of Proxies

The expense of soliciting proxies will be borne by Vitamin Shoppe. We have retained D.F. King & Co. (“D.F. King”), a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $25,000, plus expenses. We will also indemnify D.F. King against losses arising out of its provision of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the internet or other means of communication. No additional compensation will be paid for such services.

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Anticipated Date of Completion of the Merger

Assuming timely satisfaction of necessary closing conditions, including the approval by stockholders of the proposal to adopt the Merger Agreement, we anticipate that the Merger will be consummated in the fourth quarter of 2019.

Appraisal Rights

If the Merger is consummated, stockholders who continuously hold shares of common stock through the Effective Time who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares and do not withdraw their demands or otherwise lose their rights to seek appraisal will be entitled to appraisal of their shares in connection with the Merger under Section 262. This means that stockholders who perfect their appraisal rights, who do not thereafter withdraw their demand for appraisal, and who follow the procedures in the manner prescribed by Section 262 will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid on the amount determined to be fair value (or in certain circumstances described in further detail in the section of this proxy statement captioned “The Merger—Appraisal Rights,” on the difference between the amount determined to be the fair value and the amount paid by the Surviving Corporation in the Merger to each stockholder entitled to appraisal prior to the entry of judgment in any appraisal proceeding). Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares are encouraged to review Section 262 carefully and to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 could be more than, the same as or less than the value of the consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares.

To exercise your appraisal rights, you must: (1) submit a written demand for appraisal to Vitamin Shoppe before the vote is taken on the adoption of the Merger Agreement; (2) not submit a proxy, or otherwise vote, in favor of the proposal to adopt the Merger Agreement; (3) continue to hold your shares of common stock of record through the Effective Time; and (4) strictly comply with all other procedures for exercising appraisal rights under Section 262. Your failure to follow exactly the procedures specified under Section 262 may result in the loss of your appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of the Merger unless certain stock ownership conditions are satisfied by the stockholders seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in the section of this proxy statement captioned “The Merger—Appraisal Rights,” which is qualified in its entirety by Section 262, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 is reproduced and attached as Annex C to this proxy statement and incorporated herein by reference. If you hold your shares of common stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by your bank, brokerage firm or other nominee.

Delisting and Deregistration of Vitamin Shoppe Common Stock

If the Merger is completed, there will be no further market for our common stock, and it will be delisted from the NYSE and deregistered under the Exchange Act. As a result, following the Merger we will no longer file periodic or current reports with the SEC.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on [●], 2019

The proxy statement is available at investors.vitaminshoppe.com.

Householding of Special Meeting Materials

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 this proxy statement, 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.

If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of this proxy statement, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of our disclosure 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 this proxy statement 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 statements 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 stockholders of record.

Questions and Additional Information

If you have any questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of common stock, please contact our proxy solicitor:

D.F. King & Co.

48 Wall Street, 22nd Floor

New York, NY 10005

Call Toll-free: (800) 758-5378

Banks and Brokers Call: (212) 269-5550

vsi@dfking.com

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THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because it contains important information about the Merger and how it affects you.

Parties Involved in the Merger

Vitamin Shoppe, Inc.

300 Harmon Meadow Blvd.

Secaucus, New Jersey 07094

(201) 868-5959

Vitamin Shoppe is an omni-channel specialty retailer of vitamins, minerals, herbs, specialty supplements, sports nutrition and other health and wellness products. The Company markets approximately 700 nationally recognized brands as well as its own brands, which include The Vitamin Shoppe^®, BodyTech^®, True Athlete^®, Mytrition^®, plnt^®, ProBioCare^®, fitfactor weight management system^™ and Vthrive The Vitamin Shoppe^™. The common stock is listed on the NYSE under the symbol “VSI.”

Franchise Group, Inc.

1716 Corporate Landing Parkway

Virginia Beach, Virginia 23454

(757) 493-8855

Parent, through the operations of Liberty Tax Service and Buddy’s Home Furnishings, its indirect subsidiaries, franchises and operates a system of tax preparation and rent-to-own stores. Liberty Tax Service franchises provide income tax services in the U.S. and Canada, and Liberty Tax Service operates over 3,100 tax offices in the U.S. and Canada. Through its online offerings and tax offices, Liberty Tax Service prepared approximately two million returns in fiscal year 2018. Buddy’s Home Furnishings franchises or operates rent-to-own stores that lease durable goods, such as electronics, residential furniture, appliances and household accessories, to customers on a rent-to-own basis. As of June 10, 2019, Buddy’s Home Furnishings operated 291 locations, primarily through franchise arrangements.

Valor Acquisition, LLC

c/o Franchise Group, Inc.

1716 Corporate Landing Parkway

Virginia Beach, Virginia 23454

(757) 493-8855

Merger Sub is a wholly owned subsidiary of Parent and was formed on August 7, 2019, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement and arranging of the equity and debt financing in connection with the Merger.

Certain affiliates of Vintage Capital are investors in Parent and its subsidiaries and certain Vintage Capital personnel are members of the board of directors of Parent. Vintage Capital is a value-oriented, operations-focused, private and public equity investor specializing in the defense, manufacturing and consumer sectors.

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Effect of the Merger

Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Vitamin Shoppe, with Vitamin Shoppe continuing as the Surviving Corporation. As a result of the Merger, Vitamin Shoppe will become a wholly owned subsidiary of Parent, and our common stock will no longer be publicly traded and will be delisted from the NYSE. In addition, our common stock will be deregistered under the Exchange Act, and we will no longer file periodic or current reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Merger will become effective upon the filing of a certificate of merger with, and its acceptance by, the Secretary of State of the State of Delaware (or at such later time as we, Parent and Merger Sub may agree and specify in the certificate of merger).

Effect on Vitamin Shoppe if the Merger is Not Completed

If the Merger Agreement is not adopted by stockholders, or if the Merger is not completed for any other reason:

Merger Consideration

At the Effective Time, each share of common stock (other than Excluded Shares, which include, for example, shares of common stock owned by stockholders who have properly exercised their statutory rights of appraisal in accordance with Section 262) outstanding as of immediately prior to the Effective Time will be automatically cancelled, extinguished and converted into the right to receive the Merger Consideration, without interest thereon and net of any applicable withholding of taxes.

After the Merger is completed, you will have the right to receive the Merger Consideration in respect of each share of common stock that you own (without interest and net of any applicable withholding of taxes), but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights will have a right to receive payment of the “fair value” of their shares as determined pursuant to an appraisal proceeding, as contemplated by Delaware law). For more information, please see the section of this proxy statement captioned “The Merger—Appraisal Rights.”

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Background of the Merger

The Board of Directors, with the assistance of the Company’s management and the Company’s advisors, regularly evaluates the Company’s strategic direction, potential operational changes and ongoing business plans, including in light of the Company’s performance, competitive dynamics, macroeconomic developments and industry trends, with a view toward enhancing stockholder value. As part of this evaluation, the Board of Directors has from time to time considered a variety of strategic alternatives for the Company, including continuation of the Company’s current business plan as an independent public company, the sale of the Company to potential strategic or financial sponsor parties and various other alternatives to realize stockholder value.

As part of this regular review, from time to time, the Board of Directors and the Company’s management have engaged in discussions with various parties that contacted the Company or its advisors to express an interest in a potential transaction involving the Company. During the course of this review, the Company sought the advice and assistance of BofA Merrill Lynch. The Company selected BofA Merrill Lynch on the basis of BofA Merrill Lynch’s experience in transactions similar to those being reviewed, its reputation in the investment community and its familiarity with the Company and its business.

In June 2017, a representative of a private equity fund (“Party A”) expressed preliminary interest in a potential acquisition of the Company. During the course of further discussions with the Company, Party A indicated that, in order to make a proposal, it would need access to non-public due diligence information. On September 15, 2017, the Company entered into a confidentiality agreement with Party A, which contained a standstill obligation that terminated in part upon the signing of the Merger Agreement, to facilitate a due diligence exercise and to permit Party A to privately submit an acquisition proposal to the Company. On November 14, 2017, the Company received a written indication of interest from Party A in which Party A expressed interest in acquiring the Company at a price of $5.25 per share in cash, subject to completion of further due diligence and other conditions. Between November 14, 2017 and February 23, 2018, the Company continued to facilitate a due diligence exercise by Party A to allow Party A to improve its price. On February 23, 2018, Party A reconfirmed its proposed price of $5.25 per share in cash. On March 15, 2018, the Company received a written indication of interest from Party A in which Party A expressed interest in acquiring the Company at a price of $5.80 per share in cash, subject to completion of further due diligence and other conditions. While the Company did not believe Party A’s proposal was a sufficient basis for further engagement regarding a sale of the Company, between November 2017 and May 2018, Party A and the Company continued discussions regarding potential transactions involving the Company, including a minority investment, commercial arrangement or consulting agreement. None of these transactions progressed to a definitive stage.

In October 2017, a representative of a private equity fund (“Party B”) expressed preliminary interest in a potential acquisition of the Company. On November 20, 2017, the Company entered into a confidentiality agreement with Party B containing a standstill obligation that terminated in part upon the signing of the Merger Agreement to permit Party B to privately submit an acquisition proposal to the Company. Following the execution of Party B’s confidentiality agreement, the Company facilitated a due diligence exercise by Party B. Party B did not submit a proposal to acquire the Company.

In November 2017, a representative of a private equity fund (“Party C”) expressed preliminary interest in a potential acquisition of the Company. Although the Company offered to enter into a confidentiality agreement between Party C and the Company, Party C did not enter into such a confidentiality agreement or make a specific proposal.

In December 2017, a representative of a private equity fund (“Party D”) expressed preliminary interest in a potential acquisition of the Company. On January 24, 2018, the Company received a written indication of interest from Party D in which Party D expressed interest in acquiring the Company at a price of $7.00 to $8.00 per share in cash, subject to completion of due diligence and other conditions. On February 6, 2018, the Company entered into a confidentiality agreement with Party D containing a standstill obligation that terminated in part upon the signing of the Merger Agreement to permit Party D to privately submit an acquisition proposal to the Company.

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From time to time beginning in December 2017, representatives of the Company engaged in routine investor relations discussions with Brian Kahn, Managing Partner of Vintage Capital and a member of the board of directors of Parent, regarding, among other things, the business and financial performance of the Company. These discussions did not address any potential acquisition of the Company by Vintage Capital and at no time during such discussions was an acquisition proposal made to the Company by Vintage Capital.

On February 22, 2018, Party D notified the Company that it was unable to provide an updated indication of price, transaction terms or financing.

On March 9, 2018, Vintage Capital delivered a notice of its intent to nominate a slate of ten nominees for election as directors at the Company’s 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”) in opposition to director nominees recommended by the Board of Directors.

Between March 9, 2018 and March 18, 2018, the Company and its advisors engaged in discussions with representatives of Vintage Capital (including Mr. Kahn) regarding its proposal and related matters, which did not include a potential acquisition of the Company by Vintage Capital.

On March 13, 2018, Party D notified the Company that it did not intend to submit a revised indication of interest.

On March 18, 2018, Vintage Capital entered into a joint filing and solicitation agreement with Shah Capital Management, Inc. (together with its affiliates, “Shah Capital”), pursuant to which Vintage Capital and Shah Capital agreed to form a “group” for the purpose of seeking representation on the Board of Directors at the 2018 Annual Meeting.

From mid-March 2018 until late April 2018, Mr. Kahn and Himanshu Shah, President and Chief Investment Officer of Shah Capital, engaged in multiple discussions with the members of the Board of Directors relating to the terms of a potential agreement between the Company and Vintage Capital and Shah Capital regarding the composition of the Board of Directors.

On April 20, 2018, the Company entered into separate cooperation agreements with each of Vintage Capital (the “Vintage Capital Cooperation Agreement”) and Shah Capital (the “Shah Capital Cooperation Agreement”) regarding, among other things, the composition of the Board of Directors. Pursuant to the Vintage Capital Cooperation Agreement, the Company agreed to appoint Melvin L. Keating to the Board of Directors and Mr. Kahn irrevocably withdrew his director nomination notice for the 2018 Annual Meeting. Pursuant to the Shah Cooperation Agreement, the Company agreed to appoint each of Mr. Shah and Sing Wang to the Board of Directors. The Vintage Capital Cooperation Agreement and the Shah Capital Cooperation Agreement also required Vintage Capital and Shah Capital to abide by standstill provisions that would prohibit such parties from taking a variety of potential actions with respect the Company, including forming a group with each other with respect to an acquisition of the Company or otherwise.

On April 16, 2019, Mr. Kahn informed Alexander W. Smith, the Non-Executive Chairman of the Board of Directors, by telephone that Vintage Capital had preliminary interest in considering an acquisition of the Company at a price between $8.00 and $9.00 per share. Between April 16, 2019 and April 30, 2019, Messrs. Smith and Kahn held several telephone conversations, during which Mr. Kahn requested access to due diligence.

On April 30, 2019, the Board of Directors, with representatives of the Company’s senior management and Kirkland & Ellis LLP (“Kirkland”) present, held a meeting to discuss the expression of interest that Mr. Kahn had made to Mr. Smith. The representatives of Kirkland reviewed the fiduciary duties of the Board of Directors and discussed process considerations for the evaluation of an unsolicited expression of interest to acquire the Company. The Board of Directors also discussed considerations relating to (i) Vintage Capital’s ownership of approximately 15% of the Company’s common stock, (ii) Vintage Capital’s appointment of Mr. Keating to the Board of Directors pursuant to the Vintage Capital Cooperation Agreement, (iii) Shah Capital’s ownership of

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approximately 18% of the Company’s common stock, (iv) Shah Capital’s appointment of Mr. Shah and Mr. Wang pursuant to the Shah Cooperation Agreement and (v) the standstill obligations applicable to Vintage Capital and Shah Capital under the Vintage Capital Cooperation Agreement and the Shah Capital Cooperation Agreement, respectively, and that such obligations would prohibit Vintage Capital and Shah Capital from forming a group with respect to an acquisition of the Company or otherwise taking a variety of actions with respect to the Company.

At the same meeting, the Board of Directors determined that, in light of the stock ownership of Vintage Capital and Shah Capital and the representation of persons designated by Vintage Capital and Shah Capital on the Board of Directors, the Board of Directors would form a special committee (the “Special Committee”) consisting of directors who were neither affiliated with nor appointed by Vintage Capital or Shah Capital and who were not members of management, and appointed Deborah M. Derby, David H. Edwab, Guillermo Marmol, Mr. Smith and Timothy J. Theriault to the Special Committee, with Mr. Smith appointed chairman of the Special Committee. The Special Committee was authorized to, among other things, (i) review and evaluate the indication of interest from Vintage Capital and any other strategic transaction involving the Company, (ii) identify, review and evaluate other possible strategic transactions involving the Company, including the Company’s stand-alone business prospects, (iii) recommend, reject or seek to modify the terms of a possible transaction or any other such alternatives and (iv) negotiate the terms of a possible transaction involving the Company. The Board of Directors also resolved that the Board of Directors would not recommend a potential transaction involving the Company or any alternative thereto without a prior favorable recommendation by the Special Committee.

On May 17, 2019, the Special Committee held a meeting, which was attended by members of the Company’s senior management and representatives of Kirkland and BofA Merrill Lynch. At the meeting, the members of the Company’s senior management reviewed with the Special Committee the May Projections (as described in this proxy statement under the caption “Certain Unaudited Prospective Financial Information”), which the Special Committee had instructed management to prepare in the context of evaluating the preliminary indication of interest received from Vintage Capital. The Special Committee reviewed with management the key drivers and rationale behind the May Projections in light of the shifting retail landscape and the current status of the Company’s initiatives, which were at various stages of implementation. The Special Committee approved the May Projections, subject to the implementation of additional detail by management, to be received and approved by the Special Committee at a subsequent meeting.

On May 23, 2019, the Special Committee held a meeting, which was attended by members of the Company’s senior management and representatives of Kirkland and BofA Merrill Lynch. At the meeting, representatives of BofA Merrill Lynch discussed with the Special Committee, among other things, preliminary financial analyses of the preliminary indication of interest received from Vintage Capital. The Special Committee discussed potential responses to Vintage Capital, including whether to engage with Vintage Capital and the extent to which the Special Committee should explore other strategic alternatives. At the conclusion of the meeting, the Special Committee authorized the Company to facilitate a due diligence exercise by Vintage Capital to determine whether Vintage Capital could submit a revised expression of interest that could be further evaluated by the Special Committee following Vintage Capital’s due diligence.

On May 30, 2019, to facilitate Vintage Capital’s due diligence investigation, the Company entered into a confidentiality agreement with Vintage Capital containing a standstill provision. From and after May 30, 2019, the Company facilitated due diligence by Vintage Capital and its representatives.

On June 7, 2019, the Special Committee held a meeting, which was attended by members of the Company’s senior management and representatives of Kirkland and BofA Merrill Lynch. The representatives of BofA Merrill Lynch reviewed with the Special Committee an indicative list of other parties that could potentially be interested in pursuing a potential transaction involving the Company, including six financial sponsors that were selected based on their experience and interest in retail and turnaround situations and one strategic party that was selected based on its business initiatives and operations within the sector in which the Company operates. The

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Special Committee directed BofA Merrill Lynch to contact each of the parties on the indicative list to gauge each such party’s interest in a potential transaction involving the Company.

Between June 10, 2019 and June 13, 2019, BofA Merrill Lynch, at the direction of the Special Committee, contacted the six financial sponsors and one strategic party from the indicative list of potentially interested parties identified during the June 7, 2019 meeting of the Special Committee. Between June 14, 2019 and June 24, 2019, the Company entered into confidentiality agreements with three of these financial sponsors, which are respectively referred to herein as “Party E,” “Party F” and “Party G,” and entered into an extended confidentiality agreement with Party D. Each confidentiality agreement entered into by the Company contained a standstill provision that permitted the private submission of an acquisition proposal to the Company upon the signing of the Merger Agreement. After executing these confidentiality agreements, each of Party D, Party E and Party F was granted access to the electronic data room containing due diligence information about the Company. Party G did not receive access to the electronic data room.

On June 19, 2019, representatives of Vintage Capital and potential debt financing sources for Vintage Capital, including B. Riley, participated in a meeting at Kirkland’s offices with members of the Company’s senior management and representatives of BofA Merrill Lynch to discuss the Company’s business and outlook.

On June 25, 2019, representatives of Party D participated in a meeting at Kirkland’s offices with members of the Company’s senior management and representatives of BofA Merrill Lynch to discuss the Company’s business and outlook.

Later on June 25, 2019, the Special Committee held a meeting, which was attended by members of the Company’s senior management and representatives of Kirkland and BofA Merrill Lynch. At the meeting, the Special Committee received an update on the current status of discussions with parties who had been contacted by BofA Merrill Lynch on behalf of the Special Committee. The representatives of BofA Merrill Lynch noted that each of Vintage Capital, Party D, Party E, Party F and Party G had executed a confidentiality agreement with the Company, two additional potential bidders declined to enter into a confidentiality agreement with the Company and one additional potential bidder, a strategic party, had yet to respond to BofA Merrill Lynch’s outreach. In addition, the Special Committee discussed with BofA Merrill Lynch and the members of the Company’s senior management the meetings with Vintage Capital and Party D. The members of the Special Committee reviewed and approved the May Projections, which reflected the additional detail that had been implemented by management following the May 17, 2019 meeting of the Special Committee.

Later on June 25, 2019, representatives of Party E participated in a telephonic meeting with members of the Company’s senior management and representatives of BofA Merrill Lynch to discuss the Company’s business and operations and certain financial projections.

On June 26, 2019, Party G contacted representatives of BofA Merrill Lynch and informed such representatives that Party G would not be submitting an indication of interest to acquire the Company.

During the course of June and July 2019, Vintage Capital and its potential financing sources continued their review of information in the electronic data room and their due diligence investigation of the Company.

On July 3, 2019, Mr. Kahn contacted representatives of BofA Merrill Lynch to submit a revised verbal indication of interest on behalf of Vintage Capital to potentially acquire the Company at a price of $7.00 per share (the “July Vintage Capital Indication of Interest”).

Also on July 3, 2019, Party F contacted representatives of BofA Merrill Lynch and informed such representatives that Party F would not be submitting an indication of interest to acquire the Company.

On July 5, 2019, at the direction of the Special Committee, BofA Merrill Lynch invited Party D to submit a written preliminary, non-binding indication of interest in a potential transaction involving the Company.

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On July 8, 2019, Party E contacted representatives of BofA Merrill Lynch and informed such representatives that Party E would not be submitting an indication of interest to acquire the Company.

On July 9, 2019, the Special Committee held a meeting, which was attended by representatives of Kirkland and BofA Merrill Lynch. The Special Committee discussed the July Vintage Capital Indication of Interest, and representatives of BofA Merrill Lynch discussed with the Special Committee BofA Merrill Lynch’s preliminary financial analyses of the July Vintage Capital Indication of Interest. The Special Committee also discussed recent interactions with each of Vintage Capital and other potentially interested parties, noting that only Vintage Capital and Party D remained interested in pursuing a potential transaction involving the Company. The Special Committee also discussed views of the July Vintage Capital Indication of Interest in light of the challenges faced by the Company’s business and the industry in which the Company operates. The representatives of Kirkland reviewed with the Special Committee the fiduciary duties of the Special Committee in the context of a potential acquisition of the Company and the legal framework applicable to a potential transaction involving the Company. Thereafter, the Special Committee instructed BofA Merrill Lynch to inform Vintage Capital that it should seek to increase the price per share reflected in the July Vintage Capital Indication of Interest.

On the same day, at the instruction of the Special Committee, representatives of BofA Merrill Lynch informed Vintage Capital that Vintage Capital would need to increase its price per share contemplated by the July Vintage Capital Indication of Interest in order for the Special Committee to consider a transaction with Vintage Capital to be compelling.

On July 10, 2019, Party D submitted a written non-binding indication of interest for an all-cash acquisition of the Company at a price between $5.00 and $6.00 per share. Party D also indicated that it could complete its due diligence investigation of the Company within 60 days.

On July 12, 2019, the Special Committee held a meeting, which was attended by members of the Company’s senior management and representatives of Kirkland and BofA Merrill Lynch. The Special Committee discussed with the representatives of BofA Merrill Lynch updates regarding BofA Merrill Lynch’s discussions with Party D and Vintage Capital, including Party D’s July 10, 2019 indication of interest. The representatives of BofA Merrill Lynch noted for the Special Committee that, on July 11, 2019, Vintage Capital had requested financial due diligence discussions with members of the Company’s senior management and access to the Company’s existing lenders to discuss a potential renegotiation of the Company’s existing credit facility. At the conclusion of the meeting, it was the consensus of the Special Committee that (i) BofA Merrill Lynch should instruct Party D that Party D’s proposed acquisition price of $5.00 to $6.00 per share would need to be increased for Party D to remain competitive in the process for a potential transaction involving the Company, (ii) BofA Merrill Lynch should arrange for the financial due diligence discussions requested by Vintage Capital and (iii) in light of the potential that the Company’s lenders might alter their perception of the Company due to the potential transaction involving the Company and the potential resulting changes in the Company’s relationship with such lenders, BofA Merrill Lynch should instruct Vintage Capital that Vintage Capital should not engage in discussions with the Company’s existing lenders at that time.

On July 15, 2019, representatives of BofA Merrill Lynch informed Party D, on behalf of the Special Committee, that Party D would need to increase its proposed acquisition price in order to remain competitive in the process. On the same day, Party D informed representatives of BofA Merrill Lynch that it would not be willing to increase further its price, and therefore it would not be submitting a revised indication of interest to acquire the Company.

On July 17, 2019, a draft of the Merger Agreement was made available to Vintage Capital in the electronic data room. The initial draft of the Merger Agreement contemplated, among other things, (i) a termination fee payable by the Company of 2.5% of the equity value of the Company in the event of entry by the Company into a “Superior Proposal” (as described in this proxy statement under the caption “Proposal 1: Adoption of the Merger Agreement—The “Go-Shop” Period”), among other fee triggers, and a termination fee of 1.0% of the equity

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value of the Company in the event of entry by the Company into a Superior Proposal with any bidder making an Acquisition Proposal during the go-shop period, (ii) a “reverse” termination fee payable by Parent of 10.0% of the equity value of the Company in the event that Parent did not complete the Merger at the time it would otherwise be required to consummate the Merger, among other fee triggers, and (iii) a 59-day go-shop period.

On July 23, 2019, the Special Committee held a meeting, which was attended by members of the Company’s senior management. At the meeting, members of the Company’s senior management reviewed with the Special Committee an updated set of financial projections, which the Special Committee had requested that management prepare to include additional years and to take into account, among other things, developments in the Company’s business since the preparation of the May Projections, including slower than expected implementation of the Company’s initiatives; the continuing uncertainty and headwinds in the retail environment; sales trends, including in light of the Company’s lower than expected financial performance during the present quarter and the expectation that such trends would continue; the performance of new stores; evolution of the store base and declines in store traffic. During an executive session, the Special Committee determined that the May Projections presented to the Special Committee did not sufficiently account for the foregoing factors in light of the uncertainty in the retail industry, including management’s history of missing forecasted financial results and the Company’s historic difficulty in accurately preparing financial projections in the context of a declining retail environment, and that the Special Committee would not approve such financial projections but instead instructed the Company’s management to prepare a revised set of financial projections that sufficiently reflected such factors.

Also on July 23, 2019, the Company provided Mr. Kahn with updates regarding the Company’s lower than expected financial performance for the quarter ended June 29, 2019. On the same day, Ms. Leite and representatives of BofA Merrill Lynch held a telephone conversation with Mr. Kahn to discuss such financial performance.

On July 25, 2019, the Special Committee held a meeting, which was attended by members of the Company’s senior management. At the meeting, members of the Company’s senior management reviewed with the Special Committee the July Projections (as described in this proxy statement under the caption “Certain Unaudited Prospective Financial Information”), which were prepared by the Company’s management. As directed by the Special Committee, the July Projections took into account developments in the Company’s business since the preparation of the May Projections, including the slower than expected implementation of the Company’s initiatives; the continuing uncertainty and headwinds in the retail environment; sales trends, including in light of the Company’s lower than expected financial performance during the present quarter and the expectation that such trends would continue; the performance of new stores; evolution of the store base and declines in store traffic, among other things. At the conclusion of the meeting, the Special Committee approved the July Projections and authorized Mr. Smith to provide BofA Merrill Lynch with the July Projections and direct BofA Merrill Lynch to utilize the July Projections for purposes of BofA Merrill Lynch’s valuation analyses in connection with a potential transaction involving the Company.

On July 27, 2019, representatives of BofA Merrill Lynch held a telephone conversation with Mr. Kahn to discuss Vintage Capital’s financial due diligence regarding the Company and timing for submitting Vintage Capital’s markup of the Merger Agreement and revised bid price. Following this discussion, Vintage Capital was provided with the July Projections on July 28, 2019.

Also on July 27, 2019, Ms. Leite and Mr. Knight held a telephone conversation with Mr. Kahn to discuss certain items in connection with Vintage Capital’s financial due diligence investigation of the Company.

On July 31, 2019, Mr. Smith held a telephone conversation with Mr. Kahn during which Mr. Kahn, in his capacity as a member of Parent’s Board of Directors and on behalf of Parent, submitted an indication of interest for an all-cash acquisition of the Company by Parent at a price of $6.50 per share (the “July Parent Indication of Interest”). Mr. Kahn communicated to Mr. Smith that any acquisition of the Company would be effected by Parent and not Vintage Capital.

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On July 31, 2019, Mr. Smith held a telephone conversation with Mr. Kahn during which Mr. Kahn submitted an indication of interest for an all-cash acquisition of the Company by Parent at a price of $6.50 per share (the “July Parent Proposal”). Mr. Kahn communicated to Mr. Smith that Vintage Capital would, instead of seeking to acquire the Company itself, capitalize Parent with equity to support Parent’s $6.50 per share proposal.

Also on July 31, 2019, Parent executed a joinder to the Company’s confidentiality agreement with Vintage Capital.

Later on July 31, 2019, Troutman Sanders LLP (“Troutman”), counsel to Parent, sent a markup of the Merger Agreement to Kirkland. Troutman’s markup of the Merger Agreement contemplated, among other things, (i) a termination fee payable by the Company of 4.0% of the equity value of the Company in the event of entry by the Company into a Superior Proposal, among other fee triggers, and a termination fee of 2.0% of the equity value of the Company in the event of entry by the Company into a Superior Proposal with any bidder making an Acquisition Proposal during the go-shop period, (ii) a “reverse” termination fee payable by Parent of 5.0% of the equity value of the Company in the event that Parent did not complete the transaction at the time it would otherwise be required to consummate the Merger, among other fee triggers, and (iii) a 29-day go-shop period.

Also on July 31, 2019, the Board of Directors held a regularly scheduled meeting, which was attended by representatives of Kirkland and BofA Merrill Lynch. Mr. Keating recused himself from all presentations by the Company’s advisors and all deliberations of the Board of Directors because of the fact that he was designated to the Board of Directors by Vintage Capital. At the meeting, the Board of Directors discussed, among other things, updates regarding the process in respect of a potential transaction involving the Company, including Party E’s decision not to pursue a transaction involving the Company, the $5.00 to $6.00 indication of interest received from Party D and Party D’s statement that it would not increase its bid price range and the July Parent Proposal communicated by Mr. Kahn to Mr. Smith earlier on July 31, 2019. Representatives of BofA Merrill Lynch reviewed with the Board of Directors BofA Merrill Lynch’s updated preliminary valuation analyses. Kirkland provided the Board of Directors with an overview of the markup of the Merger Agreement submitted by Parent. Mr. Smith reviewed with the Board of Directors a BofA Merrill Lynch memorandum disclosing certain relationships between BofA Merrill Lynch and its affiliates, on the one hand, and the Company and certain other parties involved in the transaction, on the other hand, including the Call Spread Transactions (as defined and described below in the section captioned “The Merger—Opinion of Vitamin Shoppe’s Financial Advisor”), provided in writing by BofA Merrill Lynch prior to the meeting.

On August 1, 2019, Mr. Smith held a telephone conversation with Mr. Kahn to seek additional details regarding the July Parent Indication of Interest, including Parent’s expected sources of financing and the status thereof.

On August 2, 2019, Kirkland sent a markup of the Merger Agreement to Troutman. Kirkland’s markup of the Merger Agreement contemplated, among other things, (i) a termination fee payable by the Company of 2.75% of the equity value of the Company in the event of entry by the Company into a Superior Proposal, among other fee triggers, and a termination fee of 1.375% of the equity value of the Company in the event of entry by the Company into a Superior Proposal with any bidder making a qualifying proposal during the go-shop period, (ii) a “reverse” termination fee payable by Parent of 8.0% of the equity value of the Company in the event that Parent did not complete the transaction at the time it would otherwise be required to consummate Merger, among other fee triggers, and (iii) a 45-day go-shop period.

On August 3, 2019, Mr. Smith held a telephone conversation with Mr. Kahn to discuss the status of Parent’s indication of interest, including the debt and equity commitment letters that Parent would submit in connection with its proposal.

On the same day, representatives of BofA Merrill Lynch held a telephone conversation with Mr. Kahn regarding the financing for Parent’s indication of interest. Mr. Kahn also discussed with the representatives of BofA Merrill Lynch the strategic logic of the combination, including Parent’s ongoing shift in strategic focus.

On August 4, 2019, Troutman sent a markup of the Merger Agreement to Kirkland. Troutman’s markup of the Merger Agreement contemplated, among other things, (i) a termination fee payable by the Company of 3.5% of

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the equity value of the Company in the event of entry by the Company into a Superior Proposal, among other fee triggers, and a termination fee of 2.0% of the equity value of the Company in the event of entry by the Company into a Superior Proposal with any bidder making a qualifying proposal during the go-shop period, (ii) a “reverse” termination fee payable by Parent of 6.5% of the equity value of the Company in the event that Parent did not complete the transaction at the time it would otherwise be required to consummate the Merger, among other fee triggers, and (iii) a 29-day go-shop period.

On the same day, representatives of BofA Merrill Lynch and Kirkland held a telephone conversation with Mr. Kahn to discuss the financing of Parent’s indication of interest to acquire the Company for $6.50 per share, the equity to be provided to Parent to partially finance the transaction, the structure of the potential transaction involving the Company and Parent, Parent’s recently announced shift in strategic direction and Parent’s strategy between signing and closing of the potential transaction involving the Company and Parent.

Between August 5, 2019 and the execution of the Merger Agreement, Mr. Smith and, at the direction of the Special Committee, representatives of BofA Merrill Lynch had ongoing conversations with Mr. Kahn regarding the status and terms of the potential transaction and representatives of Kirkland had ongoing conversations with representatives of Troutman regarding these topics.

Also on August 5, 2019, the Special Committee held a meeting, which was attended by representatives of Kirkland and BofA Merrill Lynch. The representatives of Kirkland provided the Special Committee with an overview of the Merger Agreement, related ancillary documents and the structure of the potential transaction involving Parent and the Company. The representatives of BofA Merrill Lynch provided the Special Committee with an update regarding BofA Merrill Lynch’s discussions with Parent, Parent’s equity and debt financing.

On August 6, 2019, Kirkland sent a markup of the Merger Agreement to Troutman. Kirkland’s markup of the Merger Agreement contemplated, among other things, (i) a termination fee of 1.5% of the equity value of the Company in the event of entry by the Company into a Superior Proposal with any bidder making a qualifying proposal during the go-shop period, (ii) a “reverse” termination fee payable by Parent of 7.0% of the equity value of the Company in the event that Parent did not complete the transaction at the time it would otherwise be required to consummate the Merger, among other fee triggers, and (iii) a 40-day go-shop period.

On August 7, 2019, Troutman sent a markup of the Merger Agreement to Kirkland. Troutman’s markup of the Merger Agreement contemplated, among other things, (i) a termination fee of 2.0% of the equity value of the Company in the event of entry by the Company into a Superior Proposal with any bidder making a qualifying proposal during the go-shop period, (ii) a “reverse” termination fee payable by Parent of 6.5% of the equity value of the Company in the event that Parent did not complete the transaction at the time it would otherwise be required to consummate the transaction and (iii) a 29-day go-shop period.

Later that day, the parties held an all hands conference call in which representatives of Kirkland, BofA Merrill Lynch, Troutman, Willkie Farr & Gallagher LLP (“Willkie”), counsel to Vintage Capital, and B. Riley, a debt financing source for Parent, participated. The parties discussed, among other things, the debt commitment letters to be provided by B. Riley and JPMorgan, the Equity Commitment Letter and the Merger Agreement.

Later on August 7, 2019, Kirkland sent a markup of the Merger Agreement to Troutman. Kirkland’s markup of the Merger Agreement contemplated, among other things, (i) in the event of entry by the Company into a Superior Proposal with any bidder making a qualifying proposal during the go-shop period, a termination fee in an amount equal to the reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees) incurred by Parent in connection with the Merger, not to exceed 2.0% of the equity value of the Company, (ii) a “reverse” termination fee payable by Parent of 7.0% of the equity value of the Company in the event that Parent did not complete the transaction at the time it would otherwise be required to consummate the Merger, among other fee triggers, and (iii) a 44-day go-shop period.

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Later that day, Troutman sent a markup of the Merger Agreement to Kirkland. Troutman’s markup of the Merger Agreement contemplated, among other things, a 29-day go-shop period, but substantially accepted the other provisions set forth in Kirkland’s August 7, 2019 draft of the Merger Agreement.

During the evening of August 7, 2019, the Special Committee and the Board of Directors held a joint meeting attended by representatives of Kirkland and BofA Merrill Lynch. Mr. Keating recused himself from all presentations by the Company’s advisors, all deliberations of the Board of Directors and the vote of the Board of Directors because of the fact that he was designated to the Board of Directors by Vintage Capital. At the meeting, the Special Committee and the Board of Directors reviewed their fiduciary duties with Kirkland. Kirkland also reviewed the key terms of the Merger Agreement and the related ancillary documents with the Special Committee and the Board of Directors. Next, representatives of BofA Merrill Lynch reviewed with the Board of Directors an updated version of the BofA Merrill Lynch memorandum disclosing certain relationships between BofA Merrill Lynch and its affiliates, on the one hand, and the Company and certain other parties involved in the transaction, on the other hand, including the Call Spread Transactions. BofA Merrill Lynch then provided the Special Committee and the Board of Directors with an update on the process in respect of a potential transaction involving the Company and discussed various valuation perspectives. BofA Merrill Lynch reviewed its financial analysis of the proposed transaction and rendered to the Special Committee and the Board of Directors its oral opinion, subsequently confirmed in writing, to the effect that, as of August 7, 2019 and based upon and subject to the assumptions and limitations set forth therein, the consideration to be received in the Merger by the holders of the shares of common stock (other than Vintage Capital and its affiliates) was fair, from a financial point of view, to such holders.

The Special Committee recommended that the Board of Directors approve and declare advisable the Merger Agreement and the Merger. Thereafter, the Board of Directors determined that the Merger Agreement and the Merger were fair to, advisable and in the best interests of the Company and its stockholders. The Board of Directors approved the Merger Agreement and the Merger and recommended that the stockholders vote to adopt the Merger Agreement at the Special Meeting. The Board of Directors then reviewed the go-shop process with the representatives of BofA Merrill Lynch and Kirkland.

Following the August 7, 2019 joint meeting of the Special Committee and the Board of Directors, Kirkland and Troutman exchanged final drafts of the Merger Agreement and other related ancillary agreements. Kirkland also exchanged final drafts of the Equity Commitment Letter and the Voting Agreement with Willkie.

On August 8, 2019, the parties exchanged executed copies of the Merger Agreement and other related ancillary agreements, including the Voting Agreement, the Debt Commitment Letters and the Equity Commitment Letter.

Later on August 8, 2019, the parties announced the execution of the Merger Agreement and the go-shop period commenced. On the same day, at the direction of the Special Committee, representatives of BofA Merrill Lynch began contacting potential counterparties to an alternative transaction with the Company in connection with the go-shop period.

During the go-shop period, at the direction of the Special Committee, representatives of BofA Merrill Lynch contacted 73 parties, including 11 strategic and 62 financial parties. Four of these parties entered into confidentiality agreements with the Company and were granted access to the electronic data room maintained by the Company.

On August 29, 2019, representatives of a strategic party (“Party H”), Party H’s financial advisor and a potential debt financing source for Party H participated in a meeting with members of the Company’s senior management and representatives of BofA Merrill Lynch to discuss the Company’s business and operations and certain financial projections.

On September 5, 2019, the Company received a proposal to acquire the Company from Party H, proposing an all-cash acquisition of the Company at a price of $7.25 per share (the “Go-Shop Proposal”).

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The go-shop period concluded at 12:01 a.m. New York City time on September 6, 2019 and the Company became subject to the “no-shop” restrictions described in this proxy statement under the caption “Proposal 1: Adoption of the Merger Agreement—The “No-Shop” Period.”

Also on September 6, 2019, the Special Committee held a meeting attended by Ms. Leite and Messrs. Shah and Wang, members of the Board of Directors, in addition to representatives of Kirkland and BofA Merrill Lynch. At the meeting, the Special Committee discussed with the representatives of BofA Merrill Lynch and Kirkland updates regarding the “go-shop” process. The Special Committee then discussed with the representatives of BofA Merrill Lynch and Kirkland the Go-Shop Proposal, including background information regarding Party H. Representatives of Kirkland reviewed the legal framework applicable to the receipt of the Go-Shop Proposal and the directors’ duties. The Special Committee then considered the legal, financial, timing, financing and other aspects of the Go-Shop Proposal and discussed with the representatives of BofA Merrill Lynch and Kirkland the merits and potential risks of the Go-Shop Proposal.

At the same meeting, following the discussion described above, the Special Committee determined that Party H qualified as an “Excluded Party” (as described in this proxy statement under the caption “Proposal 1: Adoption of the Merger Agreement—Termination Fees”) under the Merger Agreement. At the conclusion of the meeting, the Special Committee determined in good faith, after consultation with BofA Merrill Lynch and Kirkland, that the Go-Shop Proposal was reasonably likely to lead to a Superior Proposal. The Special Committee then authorized and directed the Company’s management and the representatives of BofA Merrill Lynch and Kirkland to negotiate with Party H in compliance with the Merger Agreement. No determination was made by the Special Committee as to whether the Go-Shop Proposal was a Superior Proposal. The Special Committee did not change its recommendation in favor of the Merger Agreement and the transactions contemplated thereby.

On September 9, 2019, the Company issued a press release disclosing the existence of the Go-Shop Proposal, in addition to the Special Committee’s determination that Party H had been designated as an Excluded Party and that the Go-Shop Proposal was reasonably likely to lead to a Superior Proposal under the Merger Agreement.

Between September 9, 2019 and September 23, 2019, the Company continued to provide due diligence information to Party H and facilitate access to potential financing sources for Party H.

On September 20, 2019, representatives of Party H’s financial advisor informed representatives of BofA Merrill Lynch that Party H continued to conduct due diligence and seek committed financing in connection with the Go-Shop Proposal.

On September 23, 2019, in light of the failure of Party H to obtain committed financing, the Company determined to cease negotiations with Party H as of such date and filed a Current Report on Form 8-K disclosing the cessation of negotiations with Party H.

Recommendation of the Board of Directors and Reasons for the Merger

Recommendation of the Board of Directors

After careful consideration, the Board of Directors, upon the unanimous recommendation of the Special Committee, and after considering various factors described in this section of the proxy statement, has (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company and the stockholders; (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger; (iii) recommended that the stockholders adopt the Merger Agreement; and (iv) directed that the Merger Agreement be submitted to the stockholders for their adoption. Mr. Keating recused himself from all presentations by the Company’s advisors, all deliberations of the Board of Directors on these topics and the vote of the Board of Directors because of the fact that he was designated to the Board of Directors by Vintage Capital.

The Board of Directors recommends that you vote “FOR” the adoption of the Merger Agreement, “FOR” the Compensation Proposal and “FOR” the adjournment of the Special Meeting to a later date or dates, if necessary

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or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Reasons for Recommendation

Special Committee

In evaluating the Merger Agreement and the transactions contemplated thereby, including the Merger, the Special Committee consulted with the Company’s senior management, as well as BofA Merrill Lynch and Kirkland. In the course of making its recommendation to the Board of Directors, the Special Committee considered numerous factors, including the following non-exhaustive list of factors which the Special Committee believed supported its recommendation and determination (not in any relative order of importance):

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Board of Directors

In the course of (i) determining that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company and its stockholders, (ii) approving and declaring advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) resolving to recommend that the stockholders adopt the Merger Agreement and (iv) directing that the Merger Agreement be submitted to the stockholders for their adoption, the Board of Directors considered, among other things, the same factors considered by the Special Committee in its deliberations (as described above) and the Special Committee’s unanimous recommendation that the Board of Directors (i) determine that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company and the stockholders, (ii) approve and declare advisable the Merger Agreement and the transactions contemplated thereby, including the Merger and (iii) recommend that the stockholders adopt the Merger Agreement.

In addition, the Board of Directors considered the opinion of BofA Merrill Lynch, dated August 7, 2019, delivered to the Board of Directors and the Special Committee as to the fairness, from a financial point of view and as of the date of the opinion, to the stockholders (other than Vintage Capital and its affiliates) of the Merger Consideration to be received by such stockholders in the Merger, as more fully described in the section of this proxy statement captioned “Opinion of Vitamin Shoppe’s Financial Advisor.”

The foregoing discussion of reasons for the Special Committee’s and Board of Directors’ respective recommendations and determinations is not meant to be exhaustive, but instead is intended to address the principal factors considered by the Special Committee and the Board of Directors. In view of the wide variety of factors considered by the Special Committee and the Board of Directors in connection with their respective evaluations of the Merger and the complexity of these matters, the Special Committee and the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its respective recommendations and determinations. Rather, in considering the

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information and factors described above, individual members of the Special Committee and the Board of Directors each applied his or her own personal judgment to the process and may have given differing weights to differing factors. The Special Committee collectively reached the unanimous conclusion to recommend the Merger to the Board of Directors, and the Board of Directors collectively reached the conclusion to approve the Merger, based on the totality of the information presented. The explanation of the factors and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this proxy statement captioned “Forward-Looking Statements.”

In considering the recommendation and determination of the Special Committee and the Board of Directors that stockholders vote in favor of adoption of the Merger Agreement, stockholders of the Company should be aware that the Company’s directors and officers have interests in the Merger that may be different from, or in addition to, other stockholders of the Company. The Special Committee and the Board of Directors were aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger. For more information on these interests see the section of the proxy statement captioned “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger.”

financial measures used by other companies. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

Although the Management Projections are presented with numerical specificity, they reflect numerous estimates and assumptions made by the Company’s management with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the Company’s business, all of which are difficult or impossible to predict accurately and many of which are beyond the Company’s control. The Management Projections reflect subjective judgment in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the Management Projections constitute forward-looking information and are subject to many risks and uncertainties that could cause actual results to differ materially from the results forecasted in the Management Projections, including, but not limited to, the strength of the economy, changes in the overall level of consumer spending, the performance of the Company’s products within the prevailing retail environment, implementation of the Company’s strategy, compliance with regulations, certifications and best practices with respect to the development, manufacture, sale and marketing of the Company’s products, management changes, maintaining appropriate levels of inventory, changes in tax policy, ecommerce relationships, disruptions of manufacturing, warehouse or distribution facilities or information systems, regulatory environment and other factors discussed in this proxy statement and in other reports filed by or furnished to the SEC by the Company. There can be no assurance that the Management Projections will be realized or that actual results will not be significantly higher or lower than forecast. The Management Projections cover several years and such information by its nature becomes less reliable with each successive year.

The Management Projections were developed by the Company’s management without giving effect to the Merger or the other transactions contemplated by the Merger Agreement or any changes to the Company’s operations or strategy that may be implemented after the consummation of the Merger, including any costs incurred in connection with the Merger or costs related to other transactions contemplated by the Merger Agreement. In addition, the Management Projections will be affected by the Company’s ability to achieve strategic goals, objectives and targets over the applicable periods. The Management Projections reflect assumptions as to certain business decisions that are subject to change. The Management Projections cannot, therefore, be considered a guarantee of future operating results, and this information should not be relied on as such.

In addition, the Management Projections have not been updated or revised to reflect information, circumstances, events or results after the date they were prepared or as of the date of this proxy statement, and except as required by applicable securities laws, the Company does not intend to update or otherwise revise the Management Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the underlying assumptions are shown to be in error.

The inclusion of the Management Projections herein should not be deemed an admission or representation by the Company that the Company views such Management Projections as material information, particularly in light of the inherent risks and uncertainties associated with such long-range forecasts. No representation is made by the Company or any other person regarding the Management Projections or the Company’s ultimate performance compared to such information. In light of the foregoing factors, and the uncertainties inherent in the Management Projections, stockholders are cautioned not to place undue, if any, reliance on the Management Projections. The Management Projections should be evaluated, if at all, in conjunction with the historical consolidated financial statements and other information contained in the Company public filings with the SEC.

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May Projections

The following is a summary of the May Projections. The May Projections were based on numerous variables and assumptions, including the following key assumptions:

Certain amounts in the above table may reflect rounding adjustments.

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July Projections

The following is a summary of the July Projections. The July Projections were based on numerous variables and assumptions, including the following key assumptions:

Certain amounts in the above table may reflect rounding adjustments.

Opinion of Vitamin Shoppe’s Financial Advisor

Vitamin Shoppe has retained BofA Merrill Lynch to act as Vitamin Shoppe’s financial advisor in connection with the Merger. BofA Merrill Lynch is an internationally recognized investment banking firm which is regularly

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engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. Vitamin Shoppe selected BofA Merrill Lynch to act as Vitamin Shoppe’s financial advisor in connection with the Merger on the basis of BofA Merrill Lynch’s experience in transactions similar to the Merger, its reputation in the investment community and its familiarity with Vitamin Shoppe and its business.

On August 7, 2019, at a meeting of the Board of Directors and the Special Committee, BofA Merrill Lynch delivered to the Board of Directors and the Special Committee an oral opinion, which was confirmed by delivery of a written opinion dated August 7, 2019, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in the opinion, the Merger Consideration to be received in the Merger by stockholders (other than Vintage Capital and its affiliates) was fair, from a financial point of view, to such stockholders.

The full text of BofA Merrill Lynch’s written opinion to the Board of Directors and the Special Committee, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this proxy statement and is incorporated by reference herein in its entirety. The following summary of BofA Merrill Lynch’s opinion is qualified in its entirety by reference to the full text of the opinion. BofA Merrill Lynch delivered its opinion to the Board of Directors and the Special Committee for the benefit and use of the Board of Directors and the Special Committee (each in its capacity as such) in connection with and for purposes of its evaluation of the Merger Consideration from a financial point of view. BofA Merrill Lynch’s opinion does not address any other aspect of the Merger and no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to Vitamin Shoppe or in which Vitamin Shoppe might engage or as to the underlying business decision of Vitamin Shoppe to proceed with or effect the Merger. BofA Merrill Lynch’s opinion does not address any other aspect of the Merger and does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed Merger or any other matter.

In connection with rendering its opinion, BofA Merrill Lynch has, among other things:

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In arriving at its opinion, BofA Merrill Lynch assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the management of Vitamin Shoppe that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the July Projections, BofA Merrill Lynch was advised by Vitamin Shoppe, and assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Vitamin Shoppe as to the future financial performance of Vitamin Shoppe. BofA Merrill Lynch did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Vitamin Shoppe, nor did it make any physical inspection of the properties or assets of Vitamin Shoppe. BofA Merrill Lynch did not evaluate the solvency or fair value of Vitamin Shoppe or Parent under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Merrill Lynch assumed, at the direction of Vitamin Shoppe, that the Merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on Vitamin Shoppe or the contemplated benefits of the Merger. BofA Merrill Lynch also assumed, at the direction of Vitamin Shoppe, that the final executed Merger Agreement would not differ in any material respect from the Draft Agreement reviewed by it.

BofA Merrill Lynch expressed no opinion or view as to any terms or other aspects or implications of the Merger (other than the Merger Consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the Merger, the form or structure, or any terms or other aspects or implications, of any related transactions, any voting or support agreements or any governance or other arrangements, agreements or understandings entered into in connection with or related to the Merger or otherwise. BofA Merrill Lynch’s opinion was limited to the fairness, from a financial point of view, of the Merger Consideration to be received by the stockholders (other than Vintage Capital and its affiliates) and no opinion or view was expressed with respect to any consideration received in connection with the Merger by the stockholders of any class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Merger, or class of such persons, relative to the Merger Consideration or otherwise. Furthermore, no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to Vitamin Shoppe or in which Vitamin Shoppe might engage or as to the underlying business decision of Vitamin Shoppe to proceed with or effect the Merger. BofA Merrill Lynch also did not express any opinion or view with respect to, and BofA Merrill Lynch relied, with Vitamin Shoppe’s consent, upon the assessments of representatives of Vitamin Shoppe regarding, legal, regulatory, accounting, tax and similar matters relating to Vitamin Shoppe and the Merger (including the contemplated benefits thereof), as to which BofA Merrill Lynch understood that Vitamin Shoppe obtained such advice as it deemed necessary from qualified professionals. In addition, BofA Merrill Lynch expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the Merger or any other matter.

BofA Merrill Lynch’s opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Merrill Lynch as of, the date of its opinion. It should be understood that subsequent developments may affect its opinion, and BofA Merrill Lynch does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Merrill Lynch’s opinion was approved by a fairness opinion review committee of BofA Merrill Lynch. Except as described in this summary, Vitamin Shoppe imposed no other limitations on the investigations made or procedures followed by BofA Merrill Lynch in rendering its opinion.

The discussion set forth below in the section of this proxy statement captioned “Summary of Material Vitamin Shoppe Financial Analyses” represents a brief summary of the material financial analyses presented by BofA

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Merrill Lynch to the Board of Directors and the Special Committee in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Merrill Lynch, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Merrill Lynch. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Merrill Lynch.

Summary of Material Vitamin Shoppe Financial Analyses

Selected Publicly Traded Companies Analysis. BofA Merrill Lynch reviewed publicly available financial and stock market information for Vitamin Shoppe and the following 12 publicly traded companies in the specialty retail industry:

BofA Merrill Lynch reviewed, among other things, enterprise values of the selected publicly traded companies, calculated as equity values based on closing stock prices on August 6, 2019, plus debt, preferred equity and non-controlling interest (as applicable), and less cash and cash equivalents and marketable securities (as applicable), as a multiple of 2019 estimated earnings before interest, taxes, depreciation and amortization, commonly referred to as EBITDA. The overall low to high calendar year 2019 EBITDA multiples observed for the selected publicly traded companies were 0.8x to 8.2x (with an average of 5.1x and a median of 5.4x). BofA Merrill Lynch then applied calendar year 2019 EBITDA multiples of 2.5x to 4.0x derived from the selected publicly traded companies to Vitamin Shoppe’s calendar year 2019 estimated adjusted EBITDA of $58 million to determine implied per share equity values. Estimated financial data of the selected publicly traded companies were based on publicly available research analysts’ estimates, and estimated financial data of Vitamin Shoppe were based on the July Projections. This analysis indicated the following approximate implied per share equity value reference ranges for Vitamin Shoppe (rounded to the nearest $0.05), as compared to the Merger Consideration:

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No company used in this analysis is identical or directly comparable to Vitamin Shoppe. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which Vitamin Shoppe was compared.

Selected Precedent Transactions Analysis. BofA Merrill Lynch reviewed, to the extent publicly available, financial information relating to the following 17 selected transactions involving companies in “turnaround” transactions, which involved targets in financial distress at the time of the transaction (as determined by BofA Merrill Lynch based on its judgment and experience):

BofA Merrill Lynch also reviewed, to the extent publicly available, financial information relating to the following 14 selected transactions involving companies in the specialty retail sector:

BofA Merrill Lynch reviewed transaction values, calculated as the enterprise value implied for the target company, computed as the aggregate consideration payable in the selected transaction, plus debt, preferred equity and non-controlling interest (as applicable), and less cash and cash equivalents and marketable securities (as applicable) of the target company, as a multiple of the target company’s estimated LTM EBITDA. The overall

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low to high estimated LTM EBITDA multiples for the selected turnaround transactions and specialty retail transactions were 3.3x to 9.0x (with an average of 5.1x and a median of 4.7x for those transactions since 2016) and 4.5x to 18.4x (with an average of 7.2x and a median of 6.7x for those transactions since 2016), respectively. BofA Merrill Lynch then applied estimated LTM EBITDA multiples of 3.5x to 5.5x derived from the selected transactions to Vitamin Shoppe’s LTM estimated adjusted EBITDA (as of June 29, 2019) of $55 million to determine implied per share equity values. Estimated financial data of the selected transactions were based on publicly available information. Estimated financial data of Vitamin Shoppe were based on the July Projections. This analysis indicated the following approximate implied per share equity value reference ranges for Vitamin Shoppe (rounded to the nearest $0.05), as compared to the Merger Consideration:

No company, business or transaction used in this analysis is identical or directly comparable to Vitamin Shoppe or the Merger. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which Vitamin Shoppe and the Merger were compared.

Discounted Cash Flow Analysis. BofA Merrill Lynch performed a discounted cash flow analysis of Vitamin Shoppe to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that Vitamin Shoppe was forecasted to generate during Vitamin Shoppe’s third and fourth quarters of fiscal year 2019 through fiscal year 2023 based on the July Projections. BofA Merrill Lynch calculated terminal values for Vitamin Shoppe by applying exit adjusted EBITDA multiples of 2.5x to 4.0x to Vitamin Shoppe’s fiscal year 2023 estimated adjusted EBITDA. The cash flows and terminal values were then discounted to present value as of June 30, 2019, assuming a mid-year convention for cash flows, using discount rates ranging from 8.50% to 10.50%, which were based on an estimate of Vitamin Shoppe’s weighted average cost of capital. From the resulting enterprise values, BofA Merrill Lynch deducted net debt as of June 29, 2019 to derive equity values. This analysis indicated the following approximate implied per share equity value reference ranges for Vitamin Shoppe (rounded to the nearest $0.05) as compared to the Merger Consideration:

Other Factors

BofA Merrill Lynch also noted certain additional factors that were not considered part of BofA Merrill Lynch’s material financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things, the following:

Miscellaneous

The discussion set forth above in the section of this proxy statement captioned “Summary of Material Vitamin Shoppe Financial Analyses” is a summary of the material financial analyses presented by BofA Merrill Lynch to the Board of Directors and the Special Committee in connection with its opinion and is not a comprehensive description of all analyses undertaken or factors considered by BofA Merrill Lynch in connection with its

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opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Merrill Lynch believes that its analyses summarized above must be considered as a whole. BofA Merrill Lynch further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Merrill Lynch’s analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Merrill Lynch considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of Vitamin Shoppe and Parent. The estimates of the future performance of Vitamin Shoppe in or underlying BofA Merrill Lynch’s analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Merrill Lynch’s analyses. These analyses were prepared solely as part of BofA Merrill Lynch’s analysis of the fairness, from a financial point of view, to the stockholders (other than Vintage Capital and its affiliates) of the Merger Consideration to be received by such stockholders and were provided to the Board of Directors and the Special Committee in connection with the delivery of BofA Merrill Lynch’s opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Merrill Lynch’s view of the actual value of Vitamin Shoppe.

The type and amount of consideration payable in the Merger was determined through negotiations between Vitamin Shoppe and Parent, rather than by any financial advisor, and recommended by the Special Committee and approved by the Board of Directors. The decision to enter into the Merger Agreement was solely that of the Board of Directors, and such decision was made upon the recommendation of the Special Committee. As described above, BofA Merrill Lynch’s opinion and analyses were only one of many factors considered by the Board of Directors and the Special Committee in their respective evaluations of the proposed Merger and should not be viewed as determinative of the views of the Board of Directors, the Special Committee or management with respect to the Merger or the Merger Consideration.

Vitamin Shoppe has agreed to pay BofA Merrill Lynch for its services in connection with the Merger a transaction fee estimated to be approximately $4,000,000, $1,000,000 of which was payable upon delivery of its opinion and the remainder of which is contingent upon consummation of the Merger. Vitamin Shoppe also has agreed to reimburse BofA Merrill Lynch for its expenses incurred in connection with BofA Merrill Lynch’s engagement and to indemnify BofA Merrill Lynch, any controlling person of BofA Merrill Lynch and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.

BofA Merrill Lynch and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Merrill Lynch and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of Vitamin Shoppe, certain of its affiliates, Parent and certain of its affiliates (including Vintage Capital and certain of its affiliates and portfolio companies).

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BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Vitamin Shoppe and certain of its affiliates and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as financial advisor to Vitamin Shoppe in connection with its review of strategic alternatives and related matters, (ii) having provided or providing certain trading services to Vitamin Shoppe and/or certain of its affiliates, and (iii) having provided or providing certain treasury management products and services to Vitamin Shoppe and/or certain of its affiliates. From August 1, 2017 through July 31, 2019, BofA Merrill Lynch and its affiliates derived aggregate revenues from Vitamin Shoppe and certain of its affiliates of approximately $2 million for investment and corporate banking services.

In addition, BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Parent and certain of its affiliates, including Vintage Capital and certain of its affiliates and portfolio companies, and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as a lender under certain term loans, letters of credit, credit and leasing facilities and other credit arrangements of Parent and/or certain of its affiliates, (ii) having provided or providing certain foreign exchange trading services to Parent and/or certain of its affiliates, (iii) having provided or providing certain managed investments services and products to Parent and/or certain of its affiliates, and (iv) having provided or providing certain treasury management products and services to Parent and/or certain of its affiliates, including Vintage Capital and/or certain of its affiliates and portfolio companies. From August 1, 2017 through July 31, 2019, BofA Merrill Lynch and its affiliates derived aggregate revenues from Parent and certain of its affiliates, including Vintage Capital and certain of its affiliates and portfolio companies, of approximately $2 million for investment and corporate banking services.

Call Spread Transactions

Concurrent with Vitamin Shoppe’s issuance in December 2015 of $143.75 million aggregate principal amount of 2.25% convertible senior notes due 2020 (the “Convertible Notes”), Vitamin Shoppe entered into separate convertible note hedge transactions (referred to as the “Convertible Note Hedge Transactions”) and issuer warrant transactions (referred to as the “Issuer Warrant Transactions” and, collectively with the Convertible Note Hedge Transactions, the “Call Spread Transactions”). The Call Spread Transactions were entered into with two banks (each, a “Call Spread Counterparty” and, collectively, the “Call Spread Counterparties”), including Bank of America, N.A. (“BANA”), an affiliate of BofA Merrill Lynch. BANA, acting as principal for its own account, was the Call Spread Counterparty in respect of 50% of the aggregate notional amount of the Call Spread Transactions.

The Call Spread Transaction consisted of the purchase by Vitamin Shoppe from the Call Spread Counterparties of call options in respect of the number of shares of Vitamin Shoppe’s common stock initially underlying the Convertible Notes and with an initial strike price equal to the initial conversion price of the Convertible Notes of approximately $39.742, and the sale by Vitamin Shoppe to such Call Spread Counterparties of warrants in respect of the same number of shares of Vitamin Shoppe’s common stock and with an initial strike price of $52.989, in each case subject to certain adjustments. The Convertible Note Hedge Transactions were intended to partially offset the dilution that could occur upon conversion of the Convertible Notes, and the Issuer Warrant Transactions offset the cost to Vitamin Shoppe of the Convertible Note Hedge Transactions.

If the Merger is consummated, the holders of the Convertible Notes may put their Convertible Notes for par in accordance with the terms of the Convertible Notes, which would result in the Call Spread Counterparties having no payment obligation under the Convertible Note Hedge Transactions and the options underlying the Convertible Note Hedge Transactions expiring unexercised. This would result in a contractual benefit to the Call Spread Counterparties, because the Call Spread Counterparties’ obligations under the Convertible Note Hedge Transactions would be less than the fair value of the Convertible Note Hedge Transactions.

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If the Merger is consummated, each outstanding Issuer Warrant Transaction would terminate in accordance with its terms and the applicable Call Spread Counterparty would be entitled to receive an early termination cash payment from Vitamin Shoppe, which will be determined by each Call Spread Counterparty as the determining party with respect to its Issuer Warrant Transaction in good faith and using commercially reasonable procedures in order to produce a commercially reasonable result. Such early termination cash payment will vary depending on a variety of factors, including the date on which the Merger is consummated, the remaining term of the Issuer Warrant Transactions at such date, the merger consideration per share of Vitamin Shoppe’s common stock, the volatility of Vitamin Shoppe’s common stock before and after the announcement of the Merger, hedge unwind costs and applicable interest rates. The consummation of the Merger could result in Vitamin Shoppe paying BANA an amount that is greater than, equal to, or less than the amount Vitamin Shoppe would have paid or delivered to BANA upon exercise, expiration or termination of its Issuer Warrant Transaction in the absence of the Merger.

In addition, following the announcement of the Merger, the Call Spread Counterparties may adjust the terms of the Issuer Warrant Transactions, regardless of whether the Merger is consummated. Each Call Spread Counterparty will determine, in good faith and in a commercially reasonable manner as calculation agent with respect to its Issuer Warrant Transaction, the economic effect of such an announcement on the value of its Issuer Warrant Transaction and may take into account a number of factors, including, for example, the stock price and changes in volatility, stock loan rate, liquidity and expected dividends of Vitamin Shoppe’s common stock in determining whether an adjustment to its Issuer Warrant Transaction is appropriate. Each Call Spread Counterparty may make additional adjustments to its Issuer Warrant Transaction following the announcement of the withdrawal, discontinuation, termination or other change to the Merger.

Under the Call Spread Transactions to which it was a counterparty, BANA had market exposure to the price of shares of Vitamin Shoppe’s common stock. It is standard industry practice, and BANA’s ordinary practice, to engage in hedging activities to reduce market exposure to the price of the common stock underlying derivative transactions such as the Call Spread Transactions. Such hedging included BANA either purchasing or selling shares of the common stock or related instruments to offset the exposure to the common stock that BANA had under the Call Spread Transactions. BANA’s hedging was intended to substantially reduce BANA’s exposure under the Call Spread Transactions to changes in the price of shares of the common stock.

Hedging does not fully offset every risk or change in market conditions. Hedging is designed to offset a range of normal price movements under a range of typical market conditions, based on publicly available information, and thus might not fully offset extraordinary market events or conditions (such as the announcement of a merger transaction) that might have a material effect on the price, volatility or other characteristics of shares of common stock. BANA’s hedging activity was at its own risk and might result in a loss or profit to BANA in an amount that might be less than or greater than the expected contractual benefit or obligation to BANA under the Call Spread Transactions it entered into. BANA’s ultimate loss or profit with respect to the Call Spread Transactions after taking into account its hedging activity would depend on many factors, including the original net premium received by BANA for the Call Spread Transactions, the price at which BANA established its initial hedge position in respect of the Call Spread Transactions, the deliveries or payments made or received pursuant to the Call Spread Transactions, the profit and loss realized by BANA in connection with rebalancing its stock hedge positions during the term of the Call Spread Transactions (such rebalancing occurring as frequently as intra-day), and the premium or other amounts paid, and payments received, in connection with entering into or maintaining any option position or other derivative transaction used to hedge the Call Spread Transactions, the volatility of shares of the common stock and the prices at which BANA would close out these hedge positions. The amount of any loss or profit would not be known until all of the Call Spread Transactions to which BANA was a party would have been terminated and BANA would have completed all of its related hedge unwind activities. In accordance with industry practices, BofA Merrill Lynch maintains an enterprise information wall reasonably designed to prevent the unauthorized disclosure of confidential information by or to employees in its investment banking division to or by employees on the “public” side of BofA Merrill Lynch, including the employees who undertake these hedging and other market transactions. However, a portion of any gain or loss BANA

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experiences with respect to the Call Spread Transactions, including any termination payment, may be shared with BofA Merrill Lynch’s investment banking division.

BANA has advised Vitamin Shoppe that, assuming the Merger is consummated and all holders of the Convertible Notes put their notes for par, BANA expects, as of September 26, 2019, to realize a contractual benefit under the Call Spread Transactions of less than $100,000. The amount of any such contractual benefit will not be known until the Call Spread Transactions have been exercised, expired or terminated in accordance with their terms and BANA and its affiliates have completed all of their unwind activities.

The indenture governing the Convertible Notes and the confirmations containing the terms of the Call Spread Transactions were included as exhibits to Vitamin Shoppe’s current report on Form 8-K filed by Vitamin Shoppe with the SEC on December 10, 2015. All references in this section captioned “—Opinion of Vitamin Shoppe’s Financial Advisor—Call Spread Transactions” to share counts, conversion prices and strike prices may change from time to time in accordance with the terms of the relevant confirmations.

Interests of the Company’s Directors and Executive Officers in the Merger

Vitamin Shoppe executive officers and directors have interests in the Merger that may be different from, or in addition to, those of stockholders generally. In considering the recommendations of the Special Committee and the Board of Directors, including that you vote to approve the proposal to adopt the Merger Agreement, you should be aware of these interests. In reaching their decisions to make such recommendations and to approve the Merger, the Special Committee and the Board of Directors were aware of these interests and considered them, along with other matters described in the section captioned “The Merger—Recommendation of the Board of Directors and Reasons for the Merger.” As described in more detail below, these interests include:

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Payments to Executive Officers in Respect of Equity Awards

At the Effective Time, each Option, RSU, PSU and RSA will be cancelled and converted into the right to receive the Merger Consideration as described in the section of this proxy statement captioned “—Treatment of Stock Options and Other Equity-Based Awards” above.

The table below sets forth the total amount payable at the closing of the Merger in respect of such Company equity-based awards for each Vitamin Shoppe executive officer and director based on (i) the number of outstanding Options, (ii) the number of outstanding RSUs, (iii) the number of outstanding PSUs at the level of achievement of the performance goals applicable to such award as specified in the applicable PSU award agreement, (iv) the number of RSAs and (v) the total value of the Options, RSUs, PSUs and RSAs, in each case, that was held by such executive officer or director as of September 28, 2019, the latest practicable date to determine such amounts before the filing of this proxy statement. These numbers do not forecast any grants, additional issuances, dividends, additional deferrals or forfeitures of equity-based awards following the date of this proxy statement. Depending on when the Effective Time occurs, certain equity-based awards shown in the table may vest in accordance with their terms. The total value of the Options, RSUs, PSUs and RSAs is determined by multiplying the number of Options by the excess, if any, of the Merger Consideration over the exercise price per share of such Option, and by multiplying the number of shares of common stock subject to RSUs, PSUs and RSAs by the Merger Consideration.

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Executive Severance Pay Policy

Vitamin Shoppe maintains the Severance Plan, which provides for severance and other continued benefits for selected executives in the event of an involuntary termination meeting the conditions described in the Severance Plan. In the event an eligible executive is terminated by Vitamin Shoppe without “cause” (as defined below) or by the executive due to an “adverse change in status” (as defined below) upon or within two years following the Effective Date, and subject to the executive’s execution and non-revocation of a release of claims in favor of Vitamin Shoppe, the Severance Plan provides that the named executive officers will be entitled to receive the following severance payments:

For purposes of the Severance Plan, “cause” includes any of the following with respect to an executive: (i) theft or misappropriation of funds or other property of Vitamin Shoppe; (ii) alcoholism or drug abuse, either of which materially impair the ability of the executive to perform his/her duties and responsibilities to Vitamin Shoppe or is injurious to the business of Vitamin Shoppe; (iii) the conviction of, or pleading guilty or nolo contendere, to a felony or any other crime involving moral turpitude; (iv) intentionally causing Vitamin Shoppe to violate any

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local, state or federal law, rule or regulation that harms or may harm Vitamin Shoppe in any material respect; (v) gross negligence or willful misconduct in the conduct or management of Vitamin Shoppe which materially affects Vitamin Shoppe, not remedied (if susceptible to remedy) within 30 days after receipt of written notice from Vitamin Shoppe; (vi) willful refusal to comply with any significant policy, directive or decision of the chief executive officer, any other executive(s) of Vitamin Shoppe to whom the executive reports of a lawful business purpose or willful refusal to perform the duties reasonably assigned to the executive by the chief executive officer, any other executive(s) of Vitamin Shoppe to whom the executive reports consistent with the executive’s functions, duties and responsibilities, in each case, in any material respect, not remedied (if susceptible to remedy) within 30 days after receipt of written notice from Vitamin Shoppe; (vii) breach (other than by reason of physical or mental illness, injury, or condition) of any other material obligation to Vitamin Shoppe that is or could reasonably be expected to result in material harm to Vitamin Shoppe not remedied (if susceptible to remedy) within 30 days after receipt of written notice of such breach from Vitamin Shoppe; (viii) violation of Vitamin Shoppe’s operating and/or financial/accounting procedures which results in material loss to Vitamin Shoppe, as determined by Vitamin Shoppe; (ix) the death or disability of the executive; or (x) violation of Vitamin Shoppe’s confidentiality, non-compete or non-solicit requirements or code of business conduct.

For purposes of the Severance Plan, “adverse change in status” generally includes either of the following which occurs without the written consent of the executive (i) a material adverse change in the executive’s base salary and/or target annual bonus, function, duties, title or responsibilities from those in effect at the time of a change in control of Vitamin Shoppe, including the Merger; or (ii) if the executive is required to permanently commute or relocate more than a 25-mile radius from Vitamin Shoppe’s office location at the time of a change in control of Vitamin Shoppe, including the Merger but only if such new commute increases the executive’s commute prior to the change.

For an estimate of the value of the payments and benefits described above that would become payable under the Severance Plan to Vitamin Shoppe’s named executive officers, see the section of this proxy statement captioned “—Golden Parachute Compensation.” We estimate that the aggregate amount payable to Ms. Orth and Messrs. Panza and Laudato (the Vitamin Shoppe executive officers who are not named executive officers) pursuant to the terms of the Severance Plan (excluding the value of accelerating Vitamin Shoppe equity-based awards) would equal approximately $3,608,546, assuming consummation of the Merger on September 28, 2019, and that each executive officer incurred a severance-qualifying termination of employment immediately following the consummation of the Merger. This estimate is based on compensation and benefit levels in effect as of September 28, 2019, and if compensation and benefit levels are changed after such date, the actual value of the severance payments and benefits to which Vitamin Shoppe executive officers who are not named executive officers are entitled may be different from those provided herein.

Performance Cash Awards

Vitamin Shoppe executive officers hold Performance Cash Awards that will continue to be outstanding subject to their terms, with all applicable performance goals deemed achieved at “target” performance, following the consummation of the Merger. In the event of an involuntary termination by Vitamin Shoppe without “cause” or by the executive due to an “adverse change in status” upon or within two years following the Effective Date, any outstanding and unpaid portion of the Performance Cash Awards will vest and become payable at “target” level performance.

For purposes of the Performance Cash Awards, “cause” has substantially the same meaning as “cause” for purposes of the Severance Plan and “adverse change in status” generally includes either of the following which occurs without the written consent of the executive: (i) a material adverse change in the executive’s total compensation, function, duties, title or responsibilities from those in effect at the time of a change in control of Vitamin Shoppe, including the Merger; or (ii) the executive is required to permanently commute or relocate more than a 50-mile radius from Vitamin Shoppe’s office location at the time of a change in control of Vitamin Shoppe, including the Merger, but only if such new commute increases the executive’s commute prior to the change.

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For an estimate of the value of the payments and benefits described above that would become payable under the Performance Cash Awards to Vitamin Shoppe’s named executive officers, please see the section of this proxy statement captioned “—Golden Parachute Compensation.” We estimate that the aggregate amount payable to Ms. Orth and Messrs. Panza and Laudato (the Vitamin Shoppe executive officers who are not named executive officers) pursuant to the terms of the Performance Cash Awards would equal approximately $225,000, assuming that the consummation of the Merger on September 28, 2019, and that each executive officer incurred a termination without cause immediately following the consummation of the Merger.

Employment Arrangements Following the Merger

As of the date of this proxy statement, none of Vitamin Shoppe’s executive officers have reached an understanding on potential employment or other retention terms with the Surviving Corporation, and no Vitamin Shoppe executive officers have entered into any definitive agreements or arrangements regarding employment or other retention with the Surviving Corporation following the consummation of the Merger. However, prior to the Effective Time, Parent may initiate discussions regarding employment or other retention terms and may enter into definitive agreements regarding employment or retention for certain of Vitamin Shoppe employees, to be effective as of the Effective Time.

Golden Parachute Compensation

The table below, captioned “Potential Change in Control Payments to Named Executive Officers,” along with its footnotes, sets forth the information required by Item 402(t) of Regulation S-K regarding compensation payable to named executive officers whose compensation is subject to an advisory vote of the stockholders as described below in the section of the proxy statement captioned “Proposal 2: The Company’s Compensation Proposal.” The named executive officers of Vitamin Shoppe are the chief executive officer, former chief executive officers, chief financial officer, former chief financial officer, and three other most highly compensated executive officers, as determined for purposes of its most recent annual proxy statement (each of whom we refer to as a “named executive officer”). The table assumes the consummation of the Merger occurred on September 28, 2019, the latest practicable date to determine such amounts prior to the filing of this proxy statement and the employment of the named executive officer was terminated without “cause” or for “adverse change in status” on such date.

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The cash termination payments described in this column (6) include the following components:

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The equity payments described in this column (7) include the following components:

Any amounts shown in the tables above that are subject to the golden parachute excise tax under Section 4999 of the Internal Revenue Code may be subject to reduction to the extent such reduction would result in the named executive officer retaining a greater after-tax amount of such payment.

Financing of the Merger

The obligation of Parent and Merger Sub to consummate the Merger is not subject to any financing condition.

We anticipate that the total amount of funds necessary to complete the Merger and the related transactions, and to pay the fees and expenses required to be paid at the completion of the Merger by Parent and Merger Sub under the Merger Agreement, will be approximately $240 million in cash. This amount includes funds needed to: (1) pay stockholders the amounts due under the Merger Agreement and (2) make payments in respect of our outstanding equity-based awards payable at the Effective Time pursuant to the Merger Agreement.

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Equity Financing

In connection with the transactions contemplated by the Merger Agreement, Tributum and Parent have entered into the Equity Commitment Letter. Pursuant to the Equity Commitment Letter, Tributum has provided Parent with an aggregate equity commitment of $70 million in cash.

The Equity Commitment Letter provides, among other things, that: (1) the Company is an express third-party beneficiary thereof in connection with the Company’s exercise of its rights related to specific performance under the Merger Agreement; and (2) none of Parent or Tributum will raise any objections to the granting of an injunction, specific performance or other equitable relief in connection with the exercise of such third-party beneficiary rights. The Equity Financing is conditioned on the consummation of the Merger in accordance with the Merger Agreement, as well as other customary conditions, including the simultaneous consummation of the Debt Financing.

The proceeds of the Equity Financing will be available to (i) fund the aggregate Merger Consideration and (ii) pay fees and expenses required to be paid at the closing of the Merger by Parent, Merger Sub and the Company contemplated by, and subject to the terms and conditions of, the Merger Agreement.

Debt Financing

Parent has also obtained the JPMorgan Commitment Letter from JPMorgan and the B. Riley Commitment Letter from B. Riley. Pursuant to the JPMorgan Commitment Letter, JPMorgan has committed to provide additional senior secured revolving commitments in an aggregate principal amount of $100 million under the Existing Credit Agreement. Pursuant to the B. Riley Commitment Letter, B. Riley has committed to provide the senior secured Term Loan Facility in an aggregate principal amount of $110 million.

The Debt Financing is conditioned on the consummation of the Merger in accordance with the Merger Agreement, as well as other customary conditions, including the simultaneous consummation of the Equity Financing.

The proceeds of the Debt Financing will be available to (i) fund the aggregate Merger Consideration and (ii) pay fees and expenses required to be paid at the closing of the Merger by Parent, Merger Sub and the Company contemplated by, and subject to the terms and conditions of, the Merger Agreement.

If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letters, Parent must use its reasonable best efforts to arrange, as promptly as practicable following the occurrence of such unavailability (and in any event no later than the date on which the marketing period expires), to obtain alternative financing from alternative sources on terms not materially worse and conditions not materially less favorable in the aggregate to Parent than those contained in the Debt Commitment Letters and the related fee letters and in an amount sufficient to assure the availability at the Effective Time of the amount necessary to (i) make payments in connection with the Merger and related fees and (ii) repay, prepay or discharge certain outstanding indebtedness of Vitamin Shoppe.

Voting Agreement

Concurrently with the execution of the Merger Agreement, Vintage Fourteen entered into the Voting Agreement with Vitamin Shoppe. The following summary describes the material provisions of the Voting Agreement. The description of the Voting Agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Voting Agreement, a copy of which is attached to this proxy statement as Annex D and incorporated into this proxy statement by reference. We encourage you to read the Voting Agreement carefully and in its entirety because this summary may not contain all the information about the Voting Agreement that is important to you. The rights and obligations of the signatories to the Voting Agreement are governed by the express terms of the Voting Agreement and not by this summary or any other information contained in this proxy statement.

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At the time of the execution of the Voting Agreement, Vintage Fourteen had held approximately 14.8% of the outstanding shares of common stock.

Voting Provisions

Under the Voting Agreement, Vintage Fourteen has, among other things, agreed to vote its shares of common stock owned as of the date of the Voting Agreement (the “Covered Shares”) (i) in favor of the adoption of the Merger Agreement and any other matter or action necessary or appropriate to, or in furtherance of, the consummation of the Merger (including any proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting and any proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger) and (ii) against approval of any proposal made in opposition to, in competition with, or inconsistent with, the Merger Agreement or the Merger or any other transactions contemplated by the Merger Agreement.

Restrictions on Granting of Proxies

Pursuant to the Voting Agreement, Vintage Fourteen has agreed that during the term of the Voting Agreement, Vintage Fourteen will not (i) enter into any agreement or understanding with, or give instructions to, any person to vote or cause to be voted any of its shares of common stock in any manner inconsistent with the voting provisions described above, (ii) grant any proxies or power of attorney with respect to any of its shares of common stock in any manner inconsistent with the voting provisions described above or (iii) or take any other action that would prevent or impair its ability to satisfy its obligations under the Voting Agreement.

Waiver of Appraisal Rights

Under the Voting Agreement, Vintage Fourteen has waived and agreed not to assert or perfect any rights of appraisal or rights to dissent from the Merger under Section 262 with respect to all of the Covered Shares.

Termination

The obligations and rights under the Voting Agreement will terminate upon the earliest of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms, (iii) the occurrence of a Company Board Recommendation Change, (iv) the conclusion of the Special Meeting and any other meeting of the stockholders at which the vote in respect of the matters contemplated by the Voting Agreement is taken and (v) the date of any amendment, waiver or modification of the Merger Agreement without the prior written consent of Vintage Fourteen that decreases the Merger Consideration, changes the form of the Merger Consideration, extends the Termination Date (as defined in the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Termination of the Merger Agreement”) or imposes any material restrictions on the consummation of the Merger or the payment of the Merger Consideration in a manner material and adverse to Vintage Fourteen.

Closing and Effective Time

The closing of the Merger will take place no later than (i) the third business day following the satisfaction or waiver in accordance with the Merger Agreement of all of the conditions to closing of the Merger (as described under the caption, “Proposal 1: Adoption of the Merger Agreement—Conditions to the Closing of the Merger”), other than conditions that by their terms are to be satisfied at the closing of the Merger, but subject to the satisfaction or waiver of such conditions, or (ii) such other time as Parent, Merger Sub and the Company mutually agree in writing.

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Appraisal Rights

If the Merger is consummated, stockholders who continuously hold shares of common stock through the Effective Time who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares and who do not withdraw their demands or otherwise lose their rights of appraisal will be entitled to appraisal of their shares in connection with the Merger under Section 262. The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached to this proxy statement as Annex C and incorporated herein by reference. The following summary does not constitute any legal or other advice and does not constitute a recommendation that stockholders exercise their appraisal rights under Section 262. All references in Section 262 and in this summary to a “stockholder” are to the stockholder of record of shares of common stock unless otherwise expressly noted herein. Only a stockholder of record of shares of common stock is entitled to demand appraisal of the shares registered in that holder’s name. A person having a beneficial interest in shares of common stock held of record in the name of another person, such as a bank, broker, trust or other nominee, must act promptly to cause the stockholder of record to follow the steps summarized below properly and in a timely manner to perfect appraisal rights. If you hold your shares of common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or the other nominee.

Under Section 262, if the Merger is completed, stockholders who: (1) submit a written demand for appraisal of their shares; (2) do not vote in favor of the adoption of the Merger Agreement; (3) continuously are the stockholders of record of such shares through the Effective Time; and (4) otherwise exactly follow the procedures set forth in Section 262 will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares of common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid on the amount determined to be fair value as determined by the court. However, after an appraisal petition has been filed, the Delaware Court of Chancery will dismiss appraisal proceedings as to all stockholders who have asserted appraisal rights unless (i) the total number of shares for which appraisal rights have been pursued and perfected exceeds 1% of the outstanding shares of common stock as measured in accordance with subsection (g) of Section 262; or (ii) the value of the aggregate Merger Consideration in respect of the shares of common stock for which appraisal rights have been pursued and perfected exceeds $1 million (conditions (i) and (ii) referred to as the “ownership thresholds”). Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the Effective Time through the date the judgment is paid at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period. However, at any time before the Delaware Court of Chancery enters judgment in the appraisal proceedings, the Surviving Corporation may voluntarily pay to each stockholder entitled to appraisal an amount in cash pursuant to subsection (h) of Section 262, in which case such interest will accrue after the time of such payment only on an amount that equals the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Delaware Court of Chancery, in addition to any interest accrued prior to the time of such voluntary cash payment, unless paid at such time. The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Under Section 262, where a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders who was such on the record date for notice of such meeting with respect to shares for which appraisal rights are available that appraisal rights are available and include in the notice a copy of Section 262. This proxy statement constitutes Vitamin Shoppe’s notice to stockholders that appraisal rights are available in connection with the Merger, and the full text of Section 262 is attached to this proxy statement as Annex C. In connection with the Merger, any stockholder who wishes to exercise appraisal rights, or who wishes to preserve such stockholder’s right to do so, should review Annex C carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A stockholder who loses his, her or its appraisal rights will be entitled to receive the Merger Consideration described in the Merger Agreement.

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Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of common stock, Vitamin Shoppe believes that if a stockholder considers exercising such rights, that stockholder should seek the advice of legal counsel.

Stockholders wishing to exercise the right to seek an appraisal of their shares of common stock must do ALL of the following:

In addition, one of the ownership thresholds must be met.

Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the Merger Agreement, a stockholder who submits a proxy and who wishes to exercise appraisal rights must instruct the proxy to vote against the adoption of the Merger Agreement or abstain from voting its shares.

Filing Written Demand

Any stockholder wishing to exercise appraisal rights must deliver to Vitamin Shoppe, before the vote on the adoption of the Merger Agreement at the Special Meeting at which the proposal to adopt the Merger Agreement will be submitted to stockholders, a written demand for the appraisal of the stockholder’s shares, and that stockholder must not vote or submit a proxy in favor of the adoption of the Merger Agreement. A stockholder exercising appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the Effective Time. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the Merger Agreement, and it will constitute a waiver of the stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the adoption of the Merger Agreement or to abstain from voting on the adoption of the Merger Agreement. Voting against the adoption of the Merger Agreement or abstaining from voting or failing to vote on the proposal to adopt the Merger Agreement will not, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal is in addition to and separate from any proxy or vote on the adoption of the Merger Agreement. A proxy or vote against the adoption of the Merger Agreement will not constitute a demand for appraisal. A stockholder’s failure to make the written demand for appraisal prior to the taking of the vote on the adoption of the Merger Agreement at the Special Meeting will constitute a waiver of appraisal rights.

Only a stockholder of record of shares of common stock is entitled to demand appraisal rights for the shares registered in that holder’s name. A demand for appraisal in respect of shares of common stock must be executed by or on behalf of the stockholder of record, and must reasonably inform Vitamin Shoppe of the identity of the holder and state that the person intends thereby to demand appraisal of the stockholder’s shares in connection with the Merger. If the shares are owned of record in a fiduciary or representative capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner, and if the shares are

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owned of record by more than one person, as in a joint tenancy and tenancy in common, the demand must be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute a demand for appraisal on behalf of a stockholder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners.

STOCKHOLDERS WHO HOLD THEIR SHARES IN BROKERAGE OR BANK ACCOUNTS OR OTHER NOMINEE FORMS AND WHO WISH TO EXERCISE APPRAISAL RIGHTS SHOULD CONSULT WITH THEIR BANK, BROKER OR OTHER NOMINEE, AS APPLICABLE, TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE BANK, BROKER OR OTHER NOMINEE TO MAKE A DEMAND FOR APPRAISAL OF THOSE SHARES. A PERSON HAVING A BENEFICIAL INTEREST IN SHARES HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BANK, BROKER OR OTHER NOMINEE, MUST ACT PROMPTLY TO CAUSE THE STOCKHOLDER OF RECORD TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO PERFECT APPRAISAL RIGHTS.

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

Vitamin Shoppe, Inc.

Attention: David M. Kastin

300 Harmon Meadow Blvd.

Secaucus, New Jersey 07094

Any stockholder who has delivered a written demand to Vitamin Shoppe and who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the consideration offered pursuant to the Merger Agreement by delivering to Vitamin Shoppe a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the Effective Time will require written approval of the Surviving Corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just; provided, however, that this shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the Merger Consideration within 60 days after the Effective Time. If an appraisal proceeding is commenced and Vitamin Shoppe, as the Surviving Corporation, does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any stockholder who withdraws such stockholder’s demand in accordance with the proviso in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to a stockholder, the stockholder will be entitled to receive only the appraised value determined in any such appraisal proceeding, which value could be less than, equal to or more than the Merger Consideration being offered pursuant to the Merger Agreement.

Notice by the Surviving Corporation

If the Merger is completed, within 10 days after the Effective Time, the Surviving Corporation will notify each stockholder who has properly made a written demand for appraisal pursuant to Section 262, and who has not voted in favor of the adoption of the Merger Agreement, that the Merger has become effective and the effective date thereof.

Filing a Petition for Appraisal

Within 120 days after the Effective Time, but not thereafter, the Surviving Corporation or any stockholder who has complied with Section 262 and is entitled to appraisal under Section 262 (including for this purpose any

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beneficial owner of the relevant shares) may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a stockholder (or beneficial owner), demanding a determination of the fair value of the shares held by all stockholders entitled to appraisal. The Surviving Corporation is under no obligation, and has no present intention, to file a petition, and stockholders should not assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of common stock. Accordingly, any stockholders who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of common stock within the time and in the manner prescribed in Section 262. The failure of a stockholder to file such a petition within the period specified in Section 262 could nullify the stockholder’s previous written demand for appraisal.

Within 120 days after the Effective Time, any stockholder who has complied with the requirements of Section 262 and who is entitled to appraisal rights thereunder will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares not voted in favor of the adoption of the Merger Agreement and with respect to which Vitamin Shoppe has received demands for appraisal, and the aggregate number of stockholders of such shares. The Surviving Corporation must give this statement to the requesting stockholder within 10 days after receipt by the Surviving Corporation of the request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. A beneficial owner of shares of common stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition seeking appraisal or request from the Surviving Corporation the foregoing statements. As noted above, however, the demand for appraisal can only be made by a stockholder of record.

If a petition for an appraisal is duly filed by a stockholder and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached. Upon the filing of any such petition, the Delaware Court of Chancery may order that notice of the time and place fixed for the hearing on the petition be mailed to the Surviving Corporation and all of the stockholders shown on the written statement described above at the addresses stated therein. Such notice will also be published at least one week before the day of the hearing in a newspaper of general circulation published in the City of Wilmington, Delaware, or in another publication determined by the court. The costs of these notices are borne by the Surviving Corporation. After notice to stockholders as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those stockholders who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the stockholders who demanded payment for their shares to submit their stock certificates (if any) to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings and, if any stockholder fails to comply with the direction, the Delaware Court of Chancery may dismiss that stockholder from the proceedings. The Delaware Court of Chancery will dismiss appraisal proceedings as to all stockholders who have asserted appraisal rights if neither of the ownership thresholds is met.

Determination of Fair Value

After determining the stockholders entitled to appraisal and that at least one of the ownership thresholds described above has been satisfied as to stockholders seeking appraisal rights, the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the “fair value” of the shares of common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. Unless the court in its discretion determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period

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between the Effective Time and the date of payment of the judgment. However, at any time before the Delaware Court of Chancery enters judgment in the appraisal proceedings, the Surviving Corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case such interest will accrue after the time of such payment only on an amount that equals the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Delaware Court of Chancery, in addition to any interest accrued prior to the time of such voluntary payment, unless paid at such time.

In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the Merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the Merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.” In addition, the Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenting stockholder’s exclusive remedy.

Stockholders considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a Merger is not an opinion as to, and does not in any manner address, fair value under Section 262. No representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger Consideration. Neither Vitamin Shoppe nor Parent anticipates offering more than the Merger Consideration to any stockholder exercising appraisal rights, and each of Vitamin Shoppe and Parent reserves the rights to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of common stock is less than the Merger Consideration. If a petition for appraisal is not timely filed, or if neither of the ownership thresholds described above has been satisfied as to stockholders seeking appraisal rights, then the right to an appraisal will cease. The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and charged upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a stockholder, the Delaware Court of Chancery may also order that all or a portion of the expenses incurred by a stockholder in connection with an appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares entitled to be appraised. In the absence of such determination or assessment, each party bears its own expenses.

If any stockholder who demands appraisal of his, her or its shares of common stock under Section 262 fails to perfect, or effectively loses or withdraws, such holder’s right to appraisal, the stockholder’s shares of common stock will be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration, without interest. A stockholder will fail to perfect, or effectively lose or withdraw, the stockholder’s right to appraisal if no petition for appraisal is filed within 120 days after the Effective Time, if neither of the ownership thresholds described above has been satisfied as to stockholders seeking appraisal rights or if the stockholder delivers to the Surviving Corporation a written withdrawal of the stockholder’s demand for appraisal and an acceptance of the Merger Consideration in accordance with Section 262.

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From and after the Effective Time, no stockholder who has demanded appraisal rights will be entitled to vote such shares of common stock for any purpose or to receive payment of dividends or other distributions on the stock, except dividends or other distributions on the stockholder’s shares of common stock, if any, payable to stockholders as of a time prior to the Effective Time. If no petition for an appraisal is filed, if neither of the ownership thresholds described above has been satisfied as to the stockholders seeking appraisal rights, or if the stockholder delivers to the Surviving Corporation a written withdrawal of the demand for an appraisal and an acceptance of the Merger and the Merger Consideration, either within 60 days after the Effective Time or thereafter with the written approval of the Surviving Corporation, then the right of such stockholder to an appraisal will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, the appraisal proceeding may not be dismissed as to any stockholder without the approval of the court, and such approval may be conditioned upon such terms as the court deems just; provided, however, that the foregoing shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered upon the Merger within 60 days after the Effective Time.

Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of a stockholder’s statutory appraisal rights. Consequently, any stockholder wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

Accounting Treatment

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

Material U.S. Federal Income Tax Consequences of the Merger

The following is a discussion of material U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined below) of shares of common stock whose shares are converted into the right to receive cash pursuant to the Merger. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”), and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. This discussion is limited to stockholders who hold their shares of common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes).

This discussion is general in nature and does not address all of the tax consequences that may be relevant to stockholders in light of their particular circumstances. For example, this discussion does not address tax consequences that may be applicable to:

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This discussion does not describe any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation, such as the U.S. federal estate, or gift tax or the alternative minimum tax. In addition, this discussion does not address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010 or under the Foreign Account Tax Compliance Act of 2010 (including the Treasury Regulations and administrative guidance promulgated thereunder and any intergovernmental agreements entered into in connection therewith).

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of common stock, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of common stock and partners therein are urged to consult their tax advisors regarding the consequences of the Merger.

We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.

THE FOLLOWING DISCUSSION IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR TAX ADVICE. WE URGE YOU TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO YOU IN CONNECTION WITH THE MERGER IN LIGHT OF YOUR OWN PARTICULAR CIRCUMSTANCES, INCLUDING U.S. FEDERAL INCOME, ESTATE, GIFT AND OTHER NON-INCOME TAX CONSEQUENCES, AND TAX CONSEQUENCES UNDER STATE, LOCAL OR NON-U.S. TAX LAWS OR TAX TREATIES.

U.S. Holders

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of common stock that is for U.S. federal income tax purposes:

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The receipt of cash by a U.S. Holder in exchange for shares of common stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the Merger. Gain or loss must be determined separately for each block of shares (that is, shares acquired at the same cost in a single transaction). A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares. Such gain or loss generally will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the Merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. Holder (including individuals). The deductibility of capital losses is subject to limitations.

Non-U.S. Holders

For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner of common stock that is not a U.S. Holder or an entity classified as a partnership for U.S. federal income tax purposes. Any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

Information Reporting and Backup Withholding

Information reporting and backup withholding may in certain circumstances apply to payments made in exchange for shares of common stock pursuant to the Merger. Backup withholding generally will not apply to (i) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that such stockholder is not subject to backup withholding on a properly completed and executed IRS Form W-9 (or a substitute or successor form) or (ii) a Non-U.S. Holder that certifies its foreign status on a properly completed and executed applicable IRS Form W-8 (or a substitute or successor form) or that otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be claimed as a refund or a credit against the stockholder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

Regulatory Approvals Required for the Merger

General

Vitamin Shoppe and Parent have agreed to use their reasonable best efforts to take all action necessary to comply with all regulatory notification requirements, and, subject to certain limitations, to obtain all regulatory approvals

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required to consummate the Merger and the other transactions contemplated by the Merger Agreement. These approvals include, for example, approval under, or notifications pursuant to, the HSR Act and any other applicable antitrust laws (whether domestic or foreign).

HSR Act and U.S. Antitrust Matters

Under the HSR Act and the rules promulgated thereunder, certain acquisitions may not be completed until information has been furnished to the DOJ and the FTC, and the applicable HSR Act waiting period has expired or been terminated. The Merger is subject to the provisions of the HSR Act and therefore cannot be completed until Vitamin Shoppe and Parent file a notification and report form with the FTC and the DOJ under the HSR Act and the applicable waiting period has expired or been terminated. Vitamin Shoppe and Parent made the necessary filings with the FTC and the DOJ on September 4, 2019. The applicable waiting period under the HSR Act would have expired at 11:59 pm ET on October 4, 2019, but, on September 13, 2019, the waiting period under the HSR Act was terminated early by the FTC and the DOJ.

At any time before or after consummation of the Merger, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties, or seeking to require the parties to license or hold separate assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, and notwithstanding the termination or expiration of the waiting period under the HSR Act, any state or foreign jurisdiction could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of Vitamin Shoppe (or its subsidiaries), or Parent or Merger Sub (or their respective controlled affiliates). Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot be certain that a challenge to the Merger will not be made or that, if a challenge is made, we will prevail.

Other Regulatory Approvals

One or more governmental agencies may impose a condition, restriction, qualification, requirement or limitation when it grants the necessary approvals and consents. Third parties may also seek to intervene in the regulatory process or litigate to enjoin or overturn regulatory approvals, any of which actions could significantly impede or even preclude obtaining required regulatory approvals. There is currently no way to predict how long it will take to obtain all of the required regulatory approvals or whether such approvals will ultimately be obtained and there may be a substantial period of time between the approval by stockholders and the completion of the Merger.

Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained, obtained at all or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the Merger, including the requirement to divest assets, or require changes to the terms of the Merger Agreement. These conditions or changes could result in the conditions to the Merger not being satisfied.

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