On July 16, 2009, the Board of Directors of NutriSystem, Inc., a Delaware corporation (the "Company"), adopted Amended and Restated Bylaws of the Company (the "Amended Bylaws"). The Amended Bylaws became effective on such date. The Company's Bylaws were amended and restated primarily to clarify and address the following Bylaw provisions:

* Advance notice procedures to be followed for stockholder proposals and nominations of directors;
* Vote required for the stockholders to remove a director with or without cause or to amend or repeal the Amended Bylaws; and
* Clarify certain provisions of the Amended Bylaws. The Amended Bylaws require that stockholders making nominations or proposals include additional information and disclosures, including the following:

* With respect to a director nomination, a notice will be required to include additional information about the nominee, including all information about the proposed nominee that is required in the solicitation of proxies in an election contest or otherwise required pursuant to Section 14 of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder.
* With respect to a stockholder proposal, the proposal will be accompanied by a disclosure about the reasons for the proposal and any interest that the stockholder has in the proposal.
* With respect to a stockholder proposal or director nomination, a notice will be required to include information about the interest of a stockholder giving the notice and specified persons associated with such stockholder in the Company or its securities or the proposal or nomination, including information about investment intent and disclosures about any hedging activity or other similar arrangements entered into by these persons.

In addition to the amended requirements on information and disclosure, for notice to be considered timely, such notice must be received by the Company no earlier than the 120th day and not later than the 90th day prior to the anniversary date of the preceding annual meeting of stockholders. Furthermore, a stockholder will be required to provide updates of the information and disclosure to the Company at certain specified dates prior to the meeting.

The Amended Bylaws also require the affirmative vote of not less than sixty-six and two-thirds percent (66 2/3%) of the shares of the Company outstanding and entitled to vote thereon for stockholders to (a) remove a director for cause or
(b) amend or repeal the Amended Bylaws.

Additionally, the Amended Bylaws clarify that (1) the Company shall, not may, advance expenses incurred by a Covered Person (as defined in the Amended Bylaws) in defending or investigating a threatened or pending proceeding in advance of its final disposition and (2) special meetings of stockholders may only be called by the Board, the Chairman of the Board and the Chief Executive Officer, and not by any other person or persons.

In addition to the amendments discussed above, other clarifying, non-substantive and conforming changes were made to the Amended Bylaws.

The foregoing is a summary description of the material amendments to the Company's Bylaws and is qualified in its entirety by reference to the full text of the Amended Bylaws. This description should be read in conjunction with the Amended Bylaws, a copy of which is filed as Exhibit 3.1 and is incorporated by reference in this Form 8-K.

(d) Exhibits.

Exhibit No.    Description
3.1          Amended and Restated Bylaws of NutriSystem, Inc., dated July 16,
2009.