GNC 2011 Annual Report Download - page 45

Table of Contents
Item 4. [Removed and Reserved]
None.
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 February 25, 2011, 100 shares of our Common Stock were outstanding, all
of which are held by GNC Corporation. As of December 31, 2010, there was one holder of our common stock and there were 41 holders of our 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 March 2010, our board of directors declared a $28.4 million dividend to GNC Corporation with a payment date of March 23, 2010. In July 2009, our
board of directors declared a $13.6 million dividend to GNC Corporation with a payment date of August 30, 2009. Holdings was the final recipient of these
dividends. The dividends were 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 Stock Plan"). The
purpose of the 2007 Stock Plan is to enable us to attract and retain highly qualified personnel who will contribute to our success. The 2007 Stock Plan
provides for the granting of stock options, restricted stock and other stock-based awards. The 2007 Stock Plan is available to certain eligible employees,
directors, consultants or advisors as determined by the administering committee of our Parent's board of directors. The total number of shares of our Parent's
Class A common stock reserved and available under the 2007 Stock Plan is 10,419,178 shares. Stock options under the 2007 Stock Plan generally are granted
with exercise prices at or above fair market value, typically vest over a four or five-year period and expire ten years from the date of grant. No stock
appreciation rights, restricted stock, deferred stock or performance shares have been granted under the 2007 Stock Plan.
Plan category
Number of securities
to be issued upon
exercise of
outstanding options
warrants and rights
Weighted-average
exercise price of
outstanding options,
warrants and rights
Number of securities
remaining available for future
issuance under equity
compensation plans
(excluding securities
reflected in the first column)
Equity
compensation
plans
approved by
security
holders 9,344,188(1) $ 7.60 1,057,168
Equity
compensation
plans not
approved by
security
holders 6,375 $ 5.00(2) —
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.
Plus accrued and unpaid dividends through the date of exercise.
(1)
(2) 43