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The Vitamin Shoppe overhauls board of directors


The Vitamin Shoppe is changing the structure of its board of directors as it looks to enhance its corporate governance practices.

The company announced its board will rotate the role of lead director for the second time since the company's Oct. 28, 2009, initial public offering. David Edwab, who served as lead director since April 2011, has stepped down from that role and John Bowlin, who became a member of the Vitamin Shoppe board in October 2014, will now serve as lead director.

"Rick has been a great resource and partner for me during my first year at the Vitamin Shoppe. I look forward to welcoming new board members, as well as Rick's ongoing guidance, valuable insight and oversight expertise in his new role as non-executive chairman of the board as the company moves ahead with its customer reinvention journey," said CEO Colin Watts. "As we embark on this multi-year journey, we are keenly focused on top line growth and optimizing cost efficiencies. We have been working with a leading reinvention firm to help with this process. We also plan to engage outside expertise to assist us with optimizing cost efficiencies as we move ahead with rolling out our reinvention strategy. We remain keenly focused on driving shareholder value as evidenced by our recent successful efforts to continue to optimize the company's balance sheet and accelerate share buybacks."

Separately, the board intends to add two new independent directors over the next 60 to 90 days. The Vitamin Shoppe will identify one candidate and Carlson Capital, one of the Vitamin Shoppe's largest shareholders, will propose another candidate (subject to acceptability to the board of directors), under an agreement reached between the Vitamin Shoppe and Carlson Capital. Immediately following the 2016 Annual Meeting of Shareholders, it is expected that the board will return to its current size.

The company also said that Richard Markee, who has served as the company's executive chairman since March 2011, elected not to renew his employment agreement upon its scheduled expiration, consistent with the company's long term succession plan. Markee will remain an integral part of the Vitamin Shoppe in his role as non-executive chairman of the board.

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