Washington, D.C. 20549




(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )



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TO BE HELD ON MAY 22, 2018

This supplement updates the Definitive Proxy Statement, dated April 10, 2018, previously furnished to stockholders of GNC Holdings, Inc. in connection with the Annual Meeting of Stockholders of GNC Holdings, Inc. to be held on May 22, 2018 (the “Annual Meeting”). Unless the context otherwise requires, references herein to “we”, “our” or the “Company” refer to GNC Holdings, Inc., a Delaware corporation.

Appointment of Proxy Solicitor

Subsequent to filing the Definitive Proxy Statement for our Annual Meeting, we retained MacKenzie Partners, Inc. to assist in soliciting proxies on our behalf in connection with the Annual Meeting. We have agreed to pay MacKenzie Partners a base fee of $15,000, plus additional amounts, which will vary depending upon the extent of services actually performed, plus reimbursement for reasonable out-of-pocket expenses. We bear all proxy solicitation costs. If stockholders need assistance with casting or changing their vote, they should contact our proxy solicitor, MacKenzie Partners, at (800) 322-2885.

Important Information

This supplement should be read in conjunction with the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 10, 2018. To the extent that information in this supplement differs from or updates information contained in the Definitive Proxy Statement, the information in this supplement controls. The Company advises its stockholders to read the Definitive Proxy Statement relating to the 2018 Annual Meeting, as amended and supplemented by this supplement, because it contains important information. The Definitive Proxy Statement is available to stockholders on the SEC’s website at and on the Company’s website at

The date of this supplement to the Proxy Statement is May 17, 2018.