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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
Date of Report (Date Earliest Event reported):
February 2, 2022

Grocery Outlet Holding Corp.
(Exact name of registrant as specified in its charter)
Delaware001-3895047-1874201
(State or other jurisdiction of
incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
5650 Hollis Street,
Emeryville, California
94608
(Address of principal executive offices)(Zip Code)
(510845-1999
(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. ☐



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 28, 2022, María Fernanda Mejía informed Grocery Outlet Holding Corp. (the “Company”) of her decision, effective February 2, 2022, to resign as a Class III member of the Board of Directors of the Company (the “Board”) and the Audit and Risk Committee of the Board, effective immediately (the “Mejía Resignation”). Ms. Mejía’s decision to resign was made in connection with her appointment to an executive position with another company and was not due to any disagreement with the Company’s operations, policies or practices.
Item 8.01 Other Events.
As a result of the Mejía Resignation, the Board approved the reduction of (i) the Board size from 12 directors to 11 directors, and (ii) the Audit and Risk Committee from five directors to four directors, each effective February 2, 2022.





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:February 2, 2022By:/s/ Pamela B. Burke
Name:Pamela B. Burke
Title:Chief Stores Officer