Item 5.02  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements with Certain
Officers.
(d)  On January 22, 2020, pursuant to terms of that certain Stockholders
Agreement, originally entered into by GNC Holdings, Inc. (the "Company") as of
November 7, 2018 (the "Stockholders Agreement"), the Company's Board of
Directors (the "Board"), upon designation by Harbin Pharmaceutical Group Co.,
Ltd., a company incorporated in the People's Republic of China ("Hayao"), and
based on the recommendation of the Board's Nominating and Corporate Governance
Committee, appointed each of Rachel Lau and Alan Wan to the Board, effective
January 22, 2020. The Board had previously adopted resolutions to increase the
size of the Board to eleven members, and Ms. Lau and Mr. 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 the Securities and Exchange Commission (the "SEC") on November 7, 2018 and
is incorporated herein by reference.
Since 2017, Ms. Lau has served as Co-Founder and Managing Partner of RHL
Ventures, a leading South East Asia Venture Capital firm. Prior to her service
at RHL Ventures, Ms. Lau served as Vice President/ Assistant Portfolio Manager
at Heitman Investment Management, an affiliated investment manager of Old Mutual
with US $38 billion in assets under management. Ms. Lau holds an Executive
Education degree from The London School of Economic and Political Science, a
Master of Law from the University of Sydney, and a Bachelor of Commerce degree
from the Australian National University.
Since 2014, Mr. Wan has served as Founder and Chairman of the PINS 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 in Asia. Mr. Wan holds a
Bachelor of Science and Masters of Science degree in Electrical and Computer
Engineering from Carnegie Mellon University.
The Company also entered into an Indemnification Agreement and Confidentiality
Agreement with each of Ms. Lau and Mr. 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 to Ms. Lau and Mr. 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 the SEC on
October 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 of Ms. Lau and Mr. Wan meet the Designee
Qualifications set forth in the Stockholders Agreement. Other than the
foregoing, there is no arrangement or understanding between Ms. Lau, Mr. Wan and
any other persons pursuant to which Ms. Lau and Mr. Wan were selected as a
director, and other than the transactions contemplated by that certain Master
Reorganization and Subscription Agreement, dated November 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 the SEC on November 14, 2018, which is incorporated herein by
reference), there are no related party transactions involving Ms. Lau or Mr. Wan
that are reportable under Item 404(a) of Regulation S-K.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses