On February 14, 2013, GNC Holdings, Inc. (the "Company") issued a press release (the "Press Release") announcing its financial results for the quarter and year ended December 31, 2012. The text of the press release is included as Exhibit 99.1 to this Form 8-K.

The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Quarterly Dividend

On February 14, 2013, the Company announced in the Press Release that its board of directors has authorized and declared a cash dividend for the first quarter of 2013 of $0.15 per share of its common stock. The dividend will be paid on or about March 29, 2013 to stockholders of record as of the close of business on March 15, 2013.

Share Repurchase Program

On February 14, 2013, the Company announced in the Press Release the approval of a share repurchase program pursuant to which the Company may purchase shares of its outstanding Class A common stock representing up to an aggregate of $250.0 million.

Item 9.01.               Financial Statements and Exhibits.

(d)                Exhibits:





Exhibit Number   Description

99.1             Press Release, dated February 14, 2013