Nomination and Governance Committee
VITAMINS SHOPPE, INC.
NOMINATION AND GOVERNANCE COMMITTEE CHARTER
This Nomination and Governance Committee Charter (the “Charter”) was adopted by the Board of Directors (the “Board”) of Company Vitamin Shoppe, Inc. (the “Company”) on October 27, 2009, and amended and restated as of December 11, 2018.
This Charter of the Nomination and Governance Committee of the Board of Directors of Vitamin Shoppe, Inc. (the “Committee”) and the composition of the Committee are intended to comply with applicable state and Federal law, including the securities laws, the rules and regulations of the Securities and Exchange Commission and the New York Stock Exchange (“NYSE”) and the Company’s By-laws.
The Committee assists the Board in its oversight of Board composition, corporate governance policies and practices, and related matters. The Committee’s mandate includes the following:
- establishing criteria and qualifications for Board members, identifying individuals qualified to serve as Board members, and recommending to the Board annually a slate of nominees to be forwarded to the stockholders for election at the Annual Meeting for all Board seats subject to stockholder vote;
- making recommendations to the Board with respect to the membership and chairmanship of each of the Board committees, including the Committee, and reviewing the composition and structure of the Board committees on a regular basis;
- developing the Company’s Corporate Governance Guidelines and ethics policies in accordance with the requirements of the NYSE, recommending such guidelines and policies to the Board for approval, reviewing them on a regular basis and recommending updates or modifications to them, as appropriate, and overseeing the Company’s compliance with them;
- developing and leading the annual performance evaluation of the Board, conducting an annual evaluation of the Committee and coordinating the annual evaluations of each of the other Board committees led by the respective Committee Chairs; and
- fulfilling any other responsibilities set forth in this Charter and any additional duties that may be assigned to the Committee by the Board from time to time.
Lead Director/Non-Executive Chairman
The Board may elect by a majority vote of the independent directors an independent lead director and/or non-executive chairman of the Board. Any lead director or non-executive chairman may be re-appointed or replaced at the discretion of the independent members of the Board at any time. Any lead director and/or non-executive chairman shall perform such duties and have such responsibilities as the Board may determine.
Each member of the Committee shall be independent in accordance with the NYSE rules. There shall be a minimum of three Committee members at all times. The Committee may form one or more subcommittees, each of which may take such actions as may be delegated by the Committee and to the extent permitted by law. Determinations as to whether a particular director satisfies the requirements for membership on the Committee shall be made by the Board.
The members and Chair of the Committee shall be appointed by the full Board on an annual basis and may be re-appointed or replaced at the Board’s discretion at any time. All Committee members shall be familiar with corporate governance issues and best practices and will undertake to keep current on developments in this field while serving on the Committee.
All meetings of the Committee shall be held at the call of the Chair of the Committee. The Chair of the Committee shall be responsible for developing the meeting agenda, providing pre-reading materials to Committee members relative to agenda items and chairing the meetings.
The Committee shall meet at least twice a year. Meetings may be in person or by conference call. A majority of the Committee members must be in attendance for a quorum. The Committee may act only upon the approval of at least a majority of its members. The Committee may also act by unanimous written consent. The Committee shall make regular reports to the Board on the Committee’s activities and shall keep a separate book of minutes of their proceedings and actions.
The Committee may, in its sole discretion, retain and terminate any search firm used to identify candidates for the Board, and shall have the sole authority to approve such firm’s fees and other retention terms. The Committee shall also have the authority to obtain advice and assistance from any officer or employee of the Company and retain other professional advisors, when necessary or appropriate. The Company shall provide funding to cover the professional fees of any such advisors that have been approved by the Committee. The search firm and any other advisors retained by the Committee shall be independent as determined in the discretion of the Committee.
The Committee’s role and duties in Board nomination extend only to those Board candidates who will be presented to the stockholders for election at the Annual Meeting. Where a third party has the right to nominate one or more directors to the Company’s Board, the selection and nomination of such directors need not be subject to the Committee’s process.
Director Criteria and Qualifications
The Committee shall develop criteria and qualifications for Board nominees to be used in reviewing and selecting director candidates, including policies with respect to Board and committee member independence, terms, tenure, diversity and compliance with applicable regulatory requirements. Director qualifications shall be set out in the Company’s Corporate Governance Guidelines.
The Committee shall present the director criteria and qualifications to the full Board for discussion and approval. Once approved, these will be used by the Committee in recruiting directors, in reviewing any director candidates submitted by stockholders, and in conducting performance reviews of incumbent directors . The Committee will review the director criteria and qualifications regularly and recommend any revisions or updates to the Board, as appropriate.
The Committee shall develop a formal nominating process to be used in identifying, recruiting, evaluating, and recommending director candidates. The nominating process shall be set out in the Company’s Corporate Governance Guidelines. The Committee will review and refine the process, as appropriate.
The Committee shall identify, recruit, and recommend candidates for the Board and shall also be responsible for reviewing and evaluating any candidates recommended by stockholders using the nominating process outlined in the Corporate Governance Guidelines. The Committee’s recommendations shall be submitted to a vote of the full Board. Candidates approved by a majority of the Board will be presented to stockholders for election at the Annual Meeting.
The Committee may also make recommendations to fill any Board vacancies that arise between Annual Meetings with respect to any Board seats subject to a vote of the stockholders. Such recommendations will also be subject to a vote of the majority of the Board. Board members appointed in this way will be required to stand for election by stockholders at the next Annual Meeting.
Board Committee Appointments
The Committee shall conduct an annual performance review and recommend to the Board annually the members and chairmen of each Board committee. Such committee appointments shall be subject to approval of the majority of the full Board.
In making its recommendations, the Committee shall take into account the criteria for committee membership as outlined in each committee’s charter. Where independence or other regulatory requirements must be met for membership on a particular Board committee, the Committee shall satisfy itself that its recommendations would comply with such requirements.
There is no limitation on the re-appointment of a Board member to serve as a member or chairman of any committee. The Committee may also make recommendations to the Board to replace any committee chairmen or members or to add any members to a Board committee at any time during the year.
The Committee shall review any director resignation letter tendered and evaluate and recommend to the Board whether such resignation shall be accepted.
The Committee is responsible for overseeing the Company’s corporate governance policies and practices, including compliance with the corporate governance rules of the NYSE. The Committee shall keep abreast of best practices, regulatory changes and other developments in the area of corporate governance and shall update the full Board, as appropriate, on these issues.
Corporate Governance Guidelines and Policies
The Committee shall develop a set of Corporate Governance Guidelines for the Company in accordance with the NYSE rules and present these to the Board for discussion and approval. The Guidelines shall address, among other things: director qualifications, director responsibilities, director access to management and independent advisors, director compensation, director orientation and continuing education, management succession, and the annual performance evaluation of the Board.
The Committee shall review periodically the Company’s codes of ethics, insider trading policies and any similar Company codes and policies, and, based on such periodic review, recommend changes to the Board as deemed appropriate.
Once approved, the Committee shall ensure that the Guidelines, ethics policies and insider trading policies are posted on the Company’s website and kept current. The Committee shall review the Guidelines, ethics policies and insider trading policies regularly and recommend changes or updates to them, whenever appropriate.
Board Structure and Committees
The Committee shall: (i) work with the chairmen of each Board committee to ensure that the charter and membership of such committee is in compliance with all applicable regulatory requirements, including the rules of the NYSE, (ii) periodically review the structure, size, composition and operation of each Board committee and make recommendations to the Board with respect to such committees, (iii) periodically review and reassess the adequacy of this Charter and recommend to the Board and change deemed appropriate by the Committee, and (iv) ensure the Board committee charters are posted on the Company’s website.
Corporate Governance Disclosure
The Committee is responsible for reviewing and overseeing the preparation and recommendation for inclusion of any disclosure relative to the Company’s corporate governance practices and descriptions of the Board committees provided in the Company’s annual proxy statement and/or other materials distributed to stockholders.
Board and Committee Assessment
The Committee is responsible for developing and leading an annual self-assessment of the Board’s performance and an annual self-assessment of the Committee’s own performance. In addition, the Committee will work with the chairmen of the other Board committees to design and coordinate the annual self-assessments of each Board committee. The Committee shall report to the full Board on the results of the Board and committee assessments each year and make any appropriate recommendations to further enhance Board or committee performance.
Director Orientation and Continuing Education
In conjunction with the Chief Executive Officer and management of the Company, the Committee shall develop, implement and regularly review and update the orientation program for new Board members so that they can quickly become sufficiently knowledgeable about the Company and its issues to contribute meaningfully to Board discussions and decision making. The Committee will also work with the Chief Executive Officer, management, and other members of the Board to develop and/or recommend continuing education sessions or programs for directors that are practical and useful.
The Committee shall also fulfill any other responsibilities that may be assigned to the Committee by the Board from time to time.
Organizational Documents and Charter Modifications/Updating
The Committee shall review the Company’s certificate of incorporation, by-laws and this charter regularly and may recommend to the Board from time to time any proposed changes to such documents and to any other documents related to the responsibilities of the Nomination and Governance Committee, including the Corporate Governance Guidelines.
Limitation of the Committee’s Role
While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to hire Directors or senior executives of the Company or to manage the performance of those Directors or senior executives on a day to day basis. These are the responsibilities of the Company’s executive management and/or the Board itself. Nor is the duty of the Committee to conduct investigations or to assure compliance with applicable laws and regulations.