Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 11, 2019, Vitamin Shoppe, Inc., a Delaware corporation (the "Company"), held a special meeting of the Company's stockholders (the "Special Meeting") to consider certain proposals related to the Agreement and Plan of Merger (as amended from time to time, the "Merger Agreement"), dated as of August 7, 2019, by and among the Company, Franchise Group, Inc., a Delaware corporation ("Parent"), and Valor Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which the Company will merge with and into Merger Sub (the "Merger"), with Merger Sub surviving the Merger.

As of the close of business on November 4, 2019, the record date for the Special Meeting, there were 24,101,288 shares of common stock, par value $0.01 per share, of the Company (the "Common Shares") outstanding, each of which was entitled to one vote with respect to each proposal considered at the Special Meeting. At the Special Meeting, a total of 20,833,506 Common Shares, representing approximately 86.44% of the outstanding Common Shares entitled to vote, were present in person or by proxy, constituting a quorum to conduct business.

At the Special Meeting, the proposals described below were considered, each of which is further described in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission and first mailed to shareholders on November 12, 2019, as amended or supplemented from time to time.

The final voting results for each proposal are set forth below.

1. Proposal to adopt the Merger Agreement:





   For       Against   Abstain   Broker Non-Votes
20,789,494   43,531      481            -

2. 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:





   For        Against    Abstain   Broker Non-Votes
18,963,294   1,655,575   214,637          -

3. Proposal to approve any adjournment of the Special Meeting to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the Special Meeting:

Because there were sufficient votes at the Special Meeting to approve the proposal regarding the Merger Agreement, this third proposal was not submitted to the Company's stockholders for approval at the Special Meeting.

No other business properly came before the Special Meeting.

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