Washington, D.C. 20549

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date Earliest Event reported):
June 3, 2024
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Grocery Outlet Holding Corp.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
File Number)
(I.R.S. Employer
Identification No.)
5650 Hollis Street,
Emeryville, California
(Address of principal executive offices)(Zip Code)
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under 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))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common stock, par value $0.001 per shareGONasdaq Global Select Market

Indicate 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).
Emerging growth company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

This Current Report on Form 8-K is filed by Grocery Outlet Holding Corp., a Delaware corporation (the "Company"), in connection with the matters described herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a)    The Company held its 2024 annual meeting of stockholders (the "Annual Meeting") on June 3, 2024.

(b)    The voting results from the Annual Meeting were as follows:
1.Each of the following three directors were re-elected to the Company's Board of Directors as Class II directors, to serve until the Company's annual meeting of stockholders in 2026 or until their respective successors are elected and qualified. Each director received the number of votes set forth below.
Mary Kay Haben88,351,724 1,885,768 140,620 2,603,794 
Gail Moody-Byrd89,764,508 473,066 140,538 2,603,794 
Jeffrey R. York77,951,902 12,286,328 139,882 2,603,794 
2.The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2024 was approved by the following votes:
92,469,299 389,433 123,174 
3.The non-binding advisory resolution on the Company’s named executive officer compensation for the fiscal year ended December 30, 2023 was approved by the following votes:
76,583,625 13,664,564 129,923 2,603,794 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
Grocery Outlet Holding Corp.
Date:June 5, 2024By:/s/ Luke D. Thompson
Name:Luke D. Thompson
Title:Executive Vice President, General Counsel and Secretary