UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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. References to “we” and “our” herein refer to the Company.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The Company held its annual meeting of stockholders (the “Annual Meeting”) on June 7, 2021.
(b) The voting results from the Annual Meeting were as follows:
1.Each of the following four directors were re-elected to our Board of Directors as Class II directors, to serve until our annual meeting of stockholders in 2024 or until their respective successors are elected and qualified. Each director received the number of votes set forth below.
| Name | For | Withold | Broker Non-Vote | ||||||||||||||
| Mary Kay Haben | 68,419,626 | 21,407,313 | 2,345,026 | ||||||||||||||
| Gail Moody-Byrd | 89,432,524 | 394,415 | 2,345,026 | ||||||||||||||
| S. MacGregor Read, Jr. | 67,806,435 | 22,020,504 | 2,345,026 | ||||||||||||||
| Jeffrey York | 47,550,577 | 42,276,362 | 2,345,026 | ||||||||||||||
2.The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 1, 2022 was approved by a vote of 91,899,179 shares in favor, 250,565 shares against and 22,221 shares abstaining. There were no broker non-votes on this proposal.
3.The approval of a non-binding advisory resolution on the compensation of the Company’s named executive officer for the fiscal year ended January 2, 2021 was approved by a vote of 78,682,849 shares in favor, 11,119,004 shares against and 25,086 shares abstaining. There were 2,345,026 broker non-votes on this proposal.
Signatures
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 10, 2021 | By: | /s/ Pamela B. Burke | ||||||||||||||
| Name: | Pamela B. Burke | ||||||||||||||||
| Title: | Chief Administrative Officer, General | ||||||||||||||||
| Counsel and Secretary | |||||||||||||||||