UNITED STATES
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VITACOST.COM, INC.
(Name of Registrant as Specified in its Charter)
GREAT HILL INVESTORS, LLC
GREAT HILL EQUITY PARTNERS III, L.P.
GREAT HILL EQUITY PARTNERS IV, L.P.
CHRISTOPHER S. GAFFNEY
MICHAEL A. KUMIN
(Name of Person(s) Filing Consent Statement, if Other Than the Registrant)
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 The Case
for Change at Vitacost.com, Inc.
(NASDAQ: VITC)
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 The
Need
for
Change
at
Vitacost.com
is
Now
•
Vitacost.com’s
June 14
th
announcement is an endorsement of
Great Hill’s long stated belief that a change in the majority of
the Board is needed
•
Vitacost
is
asking
shareholders
to
wait
until
August
26
th
to
make necessary changes to its Board, while shareholders can
vote TODAY for Great Hill’s four highly qualified nominees
•
Vitacost
is employing this delay and entrenchment tactic only
after:
–
Two
members
of
Vitacost’s
own
Board,
Allen
S.
Josephs
and
Robert
G.
Trapp, who collectively possess voting control over approximately 10% of
the common stock, indicated they support Great Hill’s slate in some
manner –
Significant pressure from other material shareholders with a vested interest
in Vitacost’s
long-term success
–
Having
hastily
tried
to
explore
a
sale
of
the
company
when
Vitacost
had
been public less than a year
•
Shareholders have every right to question the motivations of
Vitacost’s
actions |
 Great
Hill’s Nominees Are Experienced and Aligned with Shareholders
•
Great Hill’s candidates have the qualifications, experience
and will to address Vitacost’s
problems and put the company
on track to grow profitably and generate shareholder value
•
Great Hill’s candidates can provide real value in addressing
the significant performance issues facing Vitacost
with over
60 years of combined experience in the Internet, eCommerce
and direct marketing industries and significant executive and
board level public company experience
•
Great Hill’s candidates would be independent and provide
much needed oversight of management
•
Great Hill is a significant Vitacost
shareholder invested in the
success of the company and Great Hill’s interests are aligned
with those of ALL
shareholders |
 Great
Hill’s Nominees = Real Change, Real Leadership Ensure that
Vitacost’s growth & expansion plans are effectively implemented by
management
•
Maintain existing customer relationships and optimize new customer acquisition
through targeted direct marketing campaigns
•
Further automate distribution centers
•
Expand SKU count
•
Manufacture a higher proportion of products in-house
•
Integrate ERP system with existing software infrastructure
•
Identify new key leadership to manage critical manufacturing function and further
build-out senior and mid-level management
Provide appropriate Board-level input going forward, leveraging the
nominees’ expertise
•
To
maintain
its
market
position
as
a
high-growth
eCommerce
company,
Vitacost
needs to expand its customer base, merchandise and cross-sell effectively, and
deliver superior customer service
•
Great Hill’s nominees have a strong track record of building strategic assets
through organic growth initiatives and accretive acquisitions, driving
improved operating performance, both in terms of revenue growth and
profitability, and ultimately creating shareholder value
Redeem the Company’s poison pill
•
Prevents long-term, growth-oriented investors from purchasing additional
shares to support the stock |