8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported)  July 19, 2012

GNC HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-35113	20-8536244
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

300 Sixth Avenue, Pittsburgh, Pennsylvania	15222
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (412) 288-4600

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Director

Effective July 19, 2012, Norman Axelrod resigned from all of his positions with GNC Holdings, Inc. (the “Company”) and its subsidiaries. Prior to his resignation, Mr. Axelrod served as Chairperson (the “Chairperson”), a member of the Board of Directors of the Company (the “Board”) and a member of the Compensation Committee of the Board (the “Compensation Committee”). The Board accepted the resignation of Mr. Axelrod, and Mr. Axelrod’s resignation was not the result of any disagreement with the Company on any matter.

Election of Board Chairperson and Appointment of Lead Independent Director and Committee Member

Effective July 19, 2012, the Board elected Joseph Fortunato, the President and Chief Executive Officer of the Company, to serve as Chairperson of the Board. The Board has also appointed Michael Hines to serve as Lead Independent Director of the Board (the “Lead Independent Director”). Mr. Hines will receive a pro-rated annual cash retainer of $20,000 for his service as the Lead Independent Director.

A copy of the Company’s press release announcing the foregoing matters is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01.Other Events.

Election of Board Chairperson and Appointment of Lead Independent Director

Effective July 19, 2012, the Board elected Mr. Fortunato, the President and Chief Executive Officer of the Company, to serve as Chairperson of the Board and appointed Mr. Hines to serve as Lead Independent Director.

For more information, see Item 5.02 of this current report on Form 8-K, which is incorporated herein by reference.

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A copy of the Company’s press release announcing the foregoing matters is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits:

Exhibit Number	Description
99.1	Press Release, dated July 20, 2012

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 20, 2012
	GNC HOLDINGS, INC.
	By:	/s/ Michael M. Nuzzo
		Michael M. Nuzzo
		Executive Vice President, Chief Financial Officer

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Exhibit Index

Exhibit Number	Description
99.1	Press Release, dated July 20, 2012

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EX-99.1

Exhibit 99.1

GNC Holdings, Inc. Announces Changes to Board of Directors

Pittsburgh, July 20, 2012 — GNC Holdings, Inc. (NYSE: “GNC”), a leading global specialty retailer of nutritional products, today announced changes to its Board of Directors.  Joseph Fortunato, the President and Chief Executive Officer of GNC, has been elected to serve as the Chairperson of the Board.  Mr. Fortunato succeeds Norman Axelrod, who has resigned as Chairperson and as a member of the Board, positions Mr. Axelrod has held since March 2007.  The Board has also appointed Michael Hines to serve as lead independent director.

“We would like to thank Norman for his distinguished service as Chairperson,” said Mr. Fortunato.  “Norman’s strong and dedicated leadership has been instrumental in guiding the company through a pivotal transition period, including a successful IPO, and in shaping the strategic vision that has positioned GNC for continued growth in the near and long-term future.  We wish him all the best in his continuing endeavors.”

GNC expects to announce a replacement for Mr. Axelrod on the Board shortly.

About GNC

GNC Holdings, Inc., headquartered in Pittsburgh, Pa., is a leading global specialty retailer of health and wellness products, including vitamins, minerals and herbal supplement products, sports nutrition products and diet products, and trades on the New York Stock Exchange under the symbol “GNC.”

As of March 31, 2012, GNC has more than 7,700 locations, of which more than 5,900 retail locations are in the United States (including 928 franchise and 2,146 Rite Aid franchise store-within-a-store locations) and franchise operations in 56 countries (including distribution centers where retail sales are made).  The Company — which is dedicated to helping consumers Live Well — has a diversified, multi-channel business model and derives revenue from product sales through company-owned retail stores, domestic and international franchise activities, third party contract manufacturing, e-commerce and corporate partnerships.  The Company’s broad and deep product mix, which is focused on high-margin, premium, value-added nutritional products, is sold under GNC proprietary brands, including Mega Men®, Ultra Mega®, GNC Total Lean, Pro Performance® and Pro Performance® AMP, and under nationally recognized third party brands. This release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our financial condition, results of operations and business that is not historical information. Forward-looking statements can be identified by the use of terminology such as “subject to,” “believes,” “anticipates,” “plans,” “expects,” “intends,” “estimates,” “projects,” “may,” “will,” “should,” “can,” the negatives thereof, variations thereon and similar expressions, or by discussions of strategy and outlook. While the Company believes there is a reasonable basis for its expectations and beliefs, they are inherently uncertain, and the Company may not realize its expectations and its beliefs may not prove correct.  The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Actual

results could differ materially from those described or implied by such forward-looking statements. For a listing of factors that may materially affect such forward-looking statements, please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission.

Contacts:

Investors:

Michael M. Nuzzo, Executive Vice President and CFO

(412) 288-2029

or

Dennis Magulick, Senior Director — Treasury & Investor Relations

(412) 288-4632