Special Meeting of Stockholders

Vote Now – Votes Must Be Received by 11:59 p.m. Eastern Time, on Wednesday, May 22, 2024

Your vote is important to us. We urge you to vote as soon as possible, even if you own only a few shares.

Most Stockholders will be able to vote using the link below. Click below to vote your shares now:

 

FOR QUESTIONS OR ASSISTANCE WITH VOTING, CONTACT KINGSDALE ADVISORS

Phone: 1-866-229-8874 (toll free) or 1-917-765-1432 (call or text outside North America)

Email: contactus@kingsdaleadvisors.com.

 

Beneficial Stockholders

If you own shares through a broker, bank or other holder of record, you must instruct the holder of record how to vote your shares. In order to provide voting instructions to the holder of record of your shares, please refer to the materials forwarded by your broker, bank or other holder of record. Many brokers provide the option of voting by internet at www.proxyvote.com or by calling 1-800-690-6903. You will need your unique control number, which can be found on the notice of internet availability of proxy materials, email or voting instruction form provided by your broker, bank or other holder of record. Proxies submitted by internet or telephone must be received by 11:59 p.m. Eastern Time, on Wednesday, May 22, 2024.

 

Registered Stockholders

If you own shares that are registered in your name, you may vote by proxy before the special meeting by internet at www.proxyvote.com, by calling 1-800-690-6903, or by signing and returning your proxy card. To vote by internet or telephone, you will need your unique control number, which can be found on your proxy card, email or notice of internet availability of proxy materials. Proxies submitted by internet or telephone must be received by 11:59 p.m. Eastern Time, on Wednesday, May 22, 2024. If you return a signed proxy card but do not provide voting instructions for some or all of the matters to be voted on, your shares will be voted on all uninstructed matters in accordance with the recommendations of the Board of Directors.

 

Agenda

1. Vote on the proposal to approve the sale of all of the outstanding equity interests (the “Transaction”) of Activ Nutritional LLC, a Delaware limited liability company which owns the Viactiv® brand and business and is the wholly-owned subsidiary of Viactiv Nutritionals, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, pursuant to an Equity Purchase Agreement with Doctor’s Best Inc., a Delaware corporation, dated January 30, 2024;
2. Vote on the proposal to approve the voluntary dissolution and liquidation of the Company pursuant to a Plan of Dissolution (the “Plan of Dissolution”), which, if approved, will authorize the Company to liquidate and dissolve the Company in accordance with the Plan of Dissolution, but subject to the Company’s ability to abandon or delay the Plan of Dissolution in accordance with the terms thereof;
3. Vote on the proposal to grant discretionary authority to our Board of Directors to adjourn the special meeting to a later date, if necessary or appropriate, to allow for the solicitation of additional proxies only in the event that there are insufficient shares present virtually or represented by proxy voting in favor of the Transaction or the Plan of Dissolution; and
4. Transact such other business as may properly come before the special meeting.