Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers. (d) OnJanuary 22, 2020 , pursuant to terms of that certain Stockholders Agreement, originally entered into byGNC Holdings, Inc. (the "Company") as ofNovember 7, 2018 (the "Stockholders Agreement"), the Company's Board of Directors (the "Board"), upon designation by Harbin Pharmaceutical Group Co., Ltd., a company incorporated inthe People's Republic of China ("Hayao"), and based on the recommendation of the Board'sNominating and Corporate Governance Committee , appointed each ofRachel Lau andAlan Wan to the Board, effectiveJanuary 22, 2020 . The Board had previously adopted resolutions to increase the size of the Board to eleven members, andMs. Lau andMr. Wan have been appointed to fill the two previously resulting vacancies. The terms and conditions of the Stockholders Agreement are described in our Current Report on Form 8-K as filed with theSecurities and Exchange Commission (the "SEC") onNovember 7, 2018 and is incorporated herein by reference. Since 2017,Ms. Lau has served as Co-Founder and Managing Partner ofRHL Ventures , a leadingSouth East Asia Venture Capital firm. Prior to her service atRHL Ventures ,Ms. Lau served as Vice President/ Assistant Portfolio Manager atHeitman Investment Management , an affiliated investment manager of Old Mutual with US$38 billion in assets under management.Ms. Lau holds an Executive Education degree fromThe London School of Economic and Political Science , a Master of Law from theUniversity of Sydney , and a Bachelor of Commerce degree from theAustralian National University . Since 2014,Mr. Wan has served as Founder and Chairman of thePINS Capital Group , which is comprised of private equity, trustee, family office, and credit lending services.Mr. Wan is also Founder and Chairman of the SPROUT Foundation, which focuses on assisting underprivileged children inAsia .Mr. Wan holds a Bachelor of Science and Masters of Science degree in Electrical and Computer Engineering fromCarnegie Mellon University . The Company also entered into an Indemnification Agreement and Confidentiality Agreement with each ofMs. Lau andMr. Wan , in a form substantially similar to those entered into with existing members of the Board. The Indemnification Agreement provides for indemnification and advancement of litigation and other expenses toMs. Lau andMr. Wan to the fullest extent permitted by law for claims relating to their respective service to the Company or its subsidiaries. The Company's form of indemnification agreement was filed with theSEC onOctober 29, 2015 as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q and is incorporated herein by reference. The Board has determined that each ofMs. Lau andMr. Wan meet the Designee Qualifications set forth in the Stockholders Agreement. Other than the foregoing, there is no arrangement or understanding betweenMs. Lau ,Mr. Wan and any other persons pursuant to whichMs. Lau andMr. Wan were selected as a director, and other than the transactions contemplated by that certain Master Reorganization and Subscription Agreement, datedNovember 7, 2018 , by and among the Company, Hayao and certain of their respective affiliates (the terms and conditions of which are described in the Company's Current Report on Form 8-K as filed with theSEC onNovember 14, 2018 , which is incorporated herein by reference), there are no related party transactions involvingMs. Lau orMr. Wan that are reportable under Item 404(a) of Regulation S-K.
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