Investigation Overview
An investigation on behalf of current long term investors in shares of NutriSystem Inc. (NASDAQ:NTRI) concerning possible breaches of fiduciary duties related to potential excessive compensation that was awarded to certain senior officers and executives at NutriSystem Inc. was announced.
The investigation by a law firm focuses on whether the directors and officers of NutriSystem Inc. harmed the company by breaching their fiduciary duties to shareholders. In particular the investigation on behalf of current long term investors in NutriSystem Inc. (NASDAQ:NTRI) focuses on possible shareholder claims that certain of NutriSystems senior officers and executive were unjustly enriched through their receipt of unwarranted, excessive or unearned compensation in past years.
NutriSystems CEO eanred a total compensation of $5.26million in 2010. However, NutriSystems shareholders recently expressed their disdain for executive pay packages by voting no on NutriSystem's say on pay provision, according to a company filing.
The investigation concerns possible claims that the prior compensation awarded at NutriSystem, Inc is improper based upon its current operating condition.
NutriSystems 12 months Total Revenue decreased from $776.77million in 2007 to $509.51million in 2010. Its Net Income dropped from $104.15million in 2007 to $33.88million in 2010.
Shares of NutriSystem Inc. (Public, NASDAQ:NTRI) traded in 2006 as high as $73.60 and during 08 as high as $71.88 per NTRI share. During 2009 NTRI shares traded as low as $11.70 and as high as $33.24 per share. Then on February 24, 2011, Nutrisystem reported its 2010 year-end financial results. NutriSystem Inc. disclosed, among other things, that its revenue fell from $105.5 million to $87.9 million or almost 17% in the fourth quarter. Further an analyst report by Investopedia stated, in part, that analysts were expecting a down year-on-year comparison, but more on the order of 5% butthe company's year-end promotions were apparently ineffective and NutriSystem basically ran into a buzzsaw as Weight Watchers rolled out a major product launch. Consequently, new customers declined by 30% in January and the company significantly dialed back guidance for the full 2011 year
The analyst said that Weight Watchers seems to be back in a growth groove. Not only does Weight Watchers offer more options to potential clients (including online-based programs as well as in-person meeting-based approaches), they are in NutriSystems' kitchen so to speak with their own food line.
NTRI shares fell from $20.21 on Thursday, Feb 24 to $14.02 the next trading day and closed on Friday, March 4, 2011, at $13.81 per share.
The investigation seeks to determine whether certain senior officers and executives at NutriSystem Inc. were awarded salaries, bonuses, stock options and other forms of long-term, incentive or retirement compensation that were excessive or unwarranted based on the NutriSystems performance as compared to what senior officers and executives at comparable companies were making and/or results that were fraudulent, misleading or not long-lasting.
Finally the investigation focuses also on possible shareholder claims that would allow NutriSystem (NASDAQ:NTRI) stockholders to more efficiently influence or control future compensation decisions at NutriSystem Inc.