GNC 2010 Annual Report Download - page 43

Table of Contents
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
SECURITIES.
There is no established public trading market for our common stock. As of March 1, 2010, 100 shares of our Common Stock were
outstanding, all of which are held by our Parent. As of December 31, 2009, there was one holder of our common stock and there were 39
holders of our ultimate Parent's common stock. See Item 12, "Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters" included in this report.
Dividends
In July 2009, our board of directors declared a $13.6 million dividend to our direct parent company, GNC Corporation, with a payment
date of August 30, 2009. GNC Acquisition Holdings, Inc., our ultimate parent company, was the final recipient of this dividend. The dividend
was paid with cash generated from operations.
Any dividends that we may pay in the future will be subject to the determination and approval of our board of directors. We are subject to
certain restrictions on our ability to pay dividends under the terms of the Senior Credit Facility, Senior Notes, and Senior Subordinated Notes.
Securities Authorized for Issuance under Equity Compensation Plans
Upon completion of the Merger, our Parent adopted the GNC Acquisition Holdings Inc. 2007 Stock Incentive Plan (the "2007 Plan"). The
purpose of the 2007 Plan is to enable us to attract, retain, and reward highly qualified personnel who will contribute to our success. The 2007
Plan provides for the granting of stock options, restricted stock, and certain other stock-based awards. Awards under the 2007 Plan may be
granted to certain eligible employees, directors, consultants, or advisors as determined by the administering committee of our ultimate Parent's
board of directors. As of December 31, 2009 the total number of shares of our ultimate Parent's Class A common stock reserved and available
under the 2007 Plan is 10,419,178 shares. Stock options granted under the 2007 Plan are granted at not less than fair market value (or, in the
case of persons holding more than 10% of the voting power of us, our ultimate Parent, or our subsidiaries, less than 110% of fair market value),
generally vest over a five-year vesting schedule, and expire after ten years from date of grant. If any award granted under the 2007 Plan
expires, terminates, is canceled, or is forfeited for any reason, the number of shares underlying such award will become available for future
awards under the 2007 Plan. No awards other than stock options have been granted under the 2007 Plan.
Number of
securities remaining
available for future
issuance under
equity
Number of securities Weighted-average compensation plans
to be issued upon exercise price of (excluding
exercise of outstanding securities
outstanding options, options, warrants reflected in first
Plan category warrants and rights and rights column)
Equity compensation plans approved by security holders 9,263,6401 $ 7.27 1,155,538
Equity compensation plans not approved by security holders 12,750 $ 5.002 —
Total 9,276,390 $ 7.27 1,155,538
(1) Consists of options to purchase shares of our Parent's Class A common stock granted pursuant to the GNC Acquisition Holdings Inc.
2007 Stock Incentive Plan.
(2) Plus accrued and unpaid dividends through the date of exercise. 37