GNC 2009 Annual Report Download - page 163

Table of Contents
Director Independence
Through a voting agreement, our Parent's stockholders agreement gives each of our Parent's principal stockholders, the right to designate
three members of our Parent's board of directors (or, at the sole option of each, four members of the board of directors, one of which shall be
independent) for so long as they or their respective affiliates each own at least 10% of the outstanding common stock of our Parent. The voting
agreement also provides for election of our Parent's then-current chief executive officer to our Parent's board of directors. Our Parent's board of
directors intends for our board of directors and the board of directors of GNC Corporation to have the same composition, which was put into
place effective March 16, 2007 following the closing of the Merger. Each member of the current board of directors is either an affiliate of one of
our Parent's principal stockholders or one of our executive officers.
Our board of directors has historically had an audit committee and a compensation committee, which have had the same members as the
audit committee and compensation committee of our direct and ultimate parent companies. In connection with the Merger, our board of
directors appointed members to the audit committee and the compensation committee, which are the same members as the audit committee
and compensation committee of our direct and ultimate parent companies.
157