UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 OR 15(d) ~~of the Securities Exchange Act of 1934~~

Date of Report (Date of earliest event reported): July 27, 2017
NUTRACEUTICAL INTERNATIONAL CORPORATION(Exact name of registrant as specified in its charter)
Delaware (State of incorporation)	000-23731 (Commission File Number)	87-0515089 (IRS Employer Identification No.)

OF THE SECURITIES EXCHANGE ACT OF 1934

~~1400~~Date ~~Kearns~~of ~~Boulevard,~~Report ~~2nd FloorPark City, Utah~~(~~Address~~Date of ~~principal~~earliest ~~executive~~event ~~offices~~reported): ~~84060(Zip~~August ~~Code)~~21, 2017

~~Registrant's~~NUTRACEUTICAL ~~telephone~~INTERNATIONAL ~~number, including area code: (435) 655-6106 Not Applicable(Former name or former address, if changed since last report)~~CORPORATION

~~Check~~(Exact ~~the~~name ~~appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation~~ of ~~the~~ registrant ~~under~~as ~~any~~specified ofin ~~the~~its ~~following provisions (see General Instruction A.2. below~~charter):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Delaware		000-23731		87-0515089
(State of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

1400 Kearns Boulevard, 2nd Floor Park City, Utah		84060
(Address of principal executive officer)		(Zip code)

~~[ ] Pre-commencement communications pursuant to Rule 14d-2~~(b435) ~~under the Exchange Act (17 CFR 240.14d~~655-~~2(b))~~6106

~~[ ] Pre-commencement communications pursuant to Rule 13e-4~~(c)Registrant’s ~~under~~telephone ~~the~~number, ~~Exchange~~including ~~Act~~area ~~(17 CFR 240.13e-4(c~~code))

~~Indicate~~Not by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).Applicable

~~Emerging~~(Former ~~growth~~name ~~company o~~or former address, if changed since last report)

IfCheck anthe ~~emerging~~appropriate ~~growth~~box ~~company,~~below ~~indicate by check mark~~ if the ~~registrant~~Form ~~has~~8-K ~~elected~~filing ~~not~~is intended to ~~use~~simultaneously satisfy the ~~extended~~filing ~~transition~~obligation ~~period~~of ~~for~~the ~~complying~~registrant ~~with~~under any ~~new or revised financial accounting standards provided pursuant to Section 13(a)~~ of the ~~Exchange~~following ~~Act. o~~provisions:

1☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Item~~☐Soliciting ~~2.02~~material ~~Results~~pursuant ofto ~~Operations~~Rule ~~and~~14a-12 ~~Financial~~under ~~Condition~~the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

On☐ Pre-commencement ~~July~~communications ~~27,~~pursuant ~~2017,~~to ~~Nutraceutical~~Rule ~~International Corporation~~ 13e-4(~~“Nutraceutical”~~c) ~~reported~~under ~~results for~~ the ~~fiscal~~Exchange ~~2017~~Act ~~third~~(17 ~~quarter~~CFR ~~ended June 30, 2017~~240. ~~The press release reporting the results is attached to this Form 8~~13e-~~K as Exhibit 99.1.~~4(c))

~~The~~Indicate ~~press~~by ~~release~~check ~~referenced~~mark inwhether ~~this~~the ~~Item~~registrant ~~2.02,~~is toan ~~the~~emerging ~~extent~~growth ~~that~~company itas ~~discusses~~defined ~~financial~~in ~~results~~Rule 405 of ~~Nutraceutical for~~ the ~~quarter~~Securities ~~ended~~Act ~~June~~of ~~30,~~1933 ~~2017,~~(§230.405 isof ~~being~~this ~~furnished~~chapter) ~~pursuant~~or toRule ~~this Item~~ 12b-2~~.02~~ ~~and shall not be deemed “filed” for purposes~~ of ~~Section 18 of~~ the Securities Exchange Act of 1934, as(§240.12b-2 ~~amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act~~ of ~~1933,~~this ~~as amended, except as shall be expressly set forth in such filing~~chapter).

~~Item~~Emerging ~~9.01~~growth ~~Financial~~company ~~Statements and Exhibits.~~ ☐

~~Nutraceutical~~If ~~herewith~~an ~~files~~emerging growth company, indicate by check mark if the ~~following~~registrant ~~documents~~has aselected ~~exhibits~~not to ~~this~~use ~~Current~~the ~~Report~~extended ontransition ~~Form~~period ~~8-K:~~for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

(d) Exhibits
ExhibitNumber				Description
99.1				Press release issued by Nutraceutical dated July 27, 2017

Item 5.07 Submission of Matters to a Vote of Security Holders.

On August 21, 2017, Nutraceutical International Corporation (the “Company”) held a special meeting of stockholders (the “Special Meeting”) to consider and vote upon several matters in connection with the proposed acquisition of the Company by Nutrition Parent, LLC, a Delaware limited liability company (“Parent”), and Nutrition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), by way of merger (the “Merger”) pursuant to that certain Agreement and Plan of Merger, dated as of May 21, 2017 (the “Merger Agreement”), by and among the Company, Parent and Merger Sub. A total of 9,246,999 shares of the Company’s common stock, par value $0.01 per share (the “Company Common Stock”), were entitled to vote as of the close of business on July 3, 2017, the record date for the Special Meeting, of which a quorum of 8,226,013 shares was present in person or represented by proxy at the Special Meeting. At this Special Meeting, holders of Company Common Stock were requested to vote upon: (1) the adoption of the Merger Agreement (the “merger proposal”), and (2) the approval, on a non-binding, advisory basis, of the compensation that may be paid or may become payable to the Company’s named executive officers in connection with, or following, the consummation of the Merger (the “compensation proposal”). As there were sufficient votes at the time of the Special Meeting to approve the merger proposal, the proposal to adjourn the Special Meeting to a later date or time, if necessary or appropriate as determined by the Company, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting or any adjournment or postponement thereof to approve the merger proposal was rendered moot and was not submitted for a vote. The following actions were taken by the Company’s stockholders with respect to each of the foregoing items presented for a vote at the Special Meeting:

Proposal 1. The Company’s stockholders approved the merger proposal. The table below sets forth the voting results.

Proposal		Votes For				Votes Against				Abstentions				Broker Non-Votes
Approval of the merger proposal			8,189,773				2,124				34,116				0

Proposal 2. The Company’s stockholders approved, on a non-binding, advisory basis, the compensation proposal. The table below sets forth the voting results.

Proposal		Votes For				Votes Against				Abstentions				Broker Non-Votes
Approval, on a non-binding, advisory basis, of the compensation proposal			6,543,524				1,647,327				35,162				0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

~~NUTRACEUTICAL INTERNATIONAL CORPORATION(Registrant)~~ Date: ~~July~~August 2721, 2017 ~~By: /s/ Cory J. McQueen ` Cory J. McQueen Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)~~

3NUTRACEUTICAL INTERNATIONAL CORPORATION By: /s/ Cory J. McQueen Name: Cory J. McQueen Title: Vice President and Chief Financial Officer

EXHIBIT INDEX

ExhibitNumber				Description
99.1				Press release issued by Nutraceutical dated July 27, 2017

Filing Compare · NUTRACEUTICAL INTERNATIONAL CORP