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☐ Filed by a Party other than the Registrant
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Check the appropriate box:
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☑
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| | | Preliminary Proxy Statement | | |
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| | | Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) | | |
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| | | Definitive Proxy Statement | | |
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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| Sincerely, | | | | |
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| Erik D. Ragatz | | | Eric J. Lindberg, Jr. | |
| Chairman of the Board | | | Chief Executive Officer | |
| | Our official Notice of the 2022 Annual Meeting of Stockholders, Proxy Statement and 2021 Annual Report, including our Form 10-K for fiscal year 2021, are available electronically at www.proxyvote.com | | |
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| CORPORATE GOVERNANCE AND BOARD MATTERS | | | | | 7 | | |
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| OTHER AUDIT AND RISK COMMITTEE MATTERS | | | | | 34 | | |
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| COMPENSATION DISCUSSION AND ANALYSIS | | | | | 37 | | |
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| NAMED EXECUTIVE OFFICER COMPENSATION TABLES | | | | | 52 | | |
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| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | | | | | 63 | | |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | | | | | 65 | | |
| EQUITY COMPENSATION PLAN INFORMATION | | | | | 67 | | |
| PROPSALS FOR CONSIDERATION AT ANNUAL MEETING | | | | | 68 | | |
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Date:
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June 6, 2022
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Time:
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11:00 a.m. Pacific Daylight Time
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Location:
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Via webcast at www.virtualshareholdermeeting.com/GO2022
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Record Date:
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April 11, 2022
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Voting:
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Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote.
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PROPOSAL
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BOARD RECOMMENDATION
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1
Election of Class III directors
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| | FOR each director nominee | | | | |
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Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2022
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FOR
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Advisory (non-binding) vote to approve our Named Executive Officer compensation
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Amendments to our Amended and Restated Certificate of Incorporation to (i) eliminate applicable supermajority voting requirements; and (ii) make certain other changes to remove obsolete language
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FOR
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Amendment to our Amended and Restated Certificate of Incorporation to declassify our Board of Directors by 2026
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FOR
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Grocery Outlet 2022 Proxy Statement
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Grocery Outlet 2022 Proxy Statement
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Net Sales
$3.08 Billion(1)
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Comparable Store Sales
-6.0%
(+6.6% on a two-year stacked basis)
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Net Income
$62.3 Million
$0.63 Diluted EPS |
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415 Stores at Fiscal Year End
35 Net New Stores Opened
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Adjusted Net Income(2)
$89.9 Million
$0.90 Adjusted Diluted EPS(2) |
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Adjusted EBITDA(2)
$198.5 Million
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As part of the Q1 2021 Stockholder Engagement, we solicited feedback from stockholders regarding their views on our governance, sustainability and various other matters integral to the Company, including human capital management, Board composition and diversity, and other ESG topics. Key impacts of such engagement are noted throughout this Proxy Statement.
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NAME
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AGE
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POSITION
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| Carey F. Jaros | | |
44
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Director
Member of the Audit and Risk Committee |
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| Eric J. Lindberg, Jr. | | |
51
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| | Chief Executive Officer | |
| Norman S. Matthews | | |
89
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Director
Member of the Compensation Committee Member of the Nominating and Corporate Governance Committee |
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WHAT WE DO
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WHAT WE DON’T DO
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✓
Independent, non-Executive Chairman of Board
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No dual classes of common stock
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✓
Strong director independence, with fully independent Committees and a substantially independent Board
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No poison pill
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✓
Since IPO, significant Board refreshment and enhanced Board diversity
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No director overboarding
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✓
Comprehensive Board and Committee evaluation process
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No hedging or pledging
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✓
Regular executive sessions of independent directors
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✓
Plurality plus resignation policy for uncontested director elections, with majority voting standard effective as of 2023 annual meeting of stockholders
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✓
Significant Board and Committee oversight of strategy and risk
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✓
Our Nominating and Corporate Governance Committee is overseeing our ESG strategy and process
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In addition to the Board’s recent adoption of a majority voting standard effective in 2023, the Board has submitted proposals for the 2022 Annual Meeting for stockholders to approve amendments to our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to:
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Eliminate certain supermajority voting provisions
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Declassify the Board by 2026
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BASE SALARY
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AIP
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EQUITY
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✓
Reasonable merit base salary increases of 3%-4%
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✓
No change to target bonus opportunity as % of base salary
✓
Based on our performance, no AIP awards were earned or paid to any of our Named Executive Officers in Fiscal Year 2021
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✓
No change to target equity opportunity as % of base salary
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EMPLOYEE DIVERSITY AS OF JANUARY 1, 2022
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Women
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38%
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Racially and ethnically diverse
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58%
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NAME
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AGE
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POSITION
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TERM ENDING
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| Carey F. Jaros | | |
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Director
Member of the Audit and Risk Committee |
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CLASS III -2022
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| Eric J. Lindberg, Jr. | | |
51
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| | Chief Executive Officer | | |
CLASS III -2022
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| Norman S. Matthews | | |
89
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Director
Member of the Compensation Committee Member of the Nominating and Corporate Governance Committee |
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CLASS III -2022
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| Kenneth W. Alterman | | |
65
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Director
Chair of the Compensation Committee |
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CLASS I -2023
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John (“Jeb”) E. Bachman
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66
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Director
Chair of the Audit and Risk Committee |
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CLASS I -2023
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| Thomas F. Herman | | |
81
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Director
Member of the Audit and Risk Committee Member of the Nominating and Corporate Governance Committee |
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CLASS I -2023
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| Erik D. Ragatz | | |
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Chairman of the Board
Chair of the Nominating and Corporate Governance Committee Member of the Compensation Committee |
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CLASS I -2023
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| Mary Kay Haben | | |
66
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Director
Member of the Nominating and Corporate Governance Committee |
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CLASS II -2024
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| Gail Moody-Byrd | | |
64
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Director
Member of the Audit and Risk Committee |
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CLASS II -2024
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| S. MacGregor Read, Jr. | | |
51
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CLASS II -2024
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| Jeffrey R. York | | |
58
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Director
Member of the Compensation Committee |
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CLASS II -2024
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Grocery Outlet 2022 Proxy Statement
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NOTABLE
STATISTICS |
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9 of 11
independent directors |
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3 of 11
female directors |
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1 of 11
ethnically diverse director |
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8.7 years
average director tenure |
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5
new directors since IPO |
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2
departures in 2020 |
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1
departure in 2022 |
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BOARD
REFRESHMENT |
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SKILLS AND EXPERIENCE
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Retailing and/or Consumer Packaged Goods
Provide operational and strategic advice and oversight to our executive management on the business of national retail companies, including our industry. |
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11
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Marketing and Brand Management
Provide experience and advice as our executive management seeks to increase brand awareness and market share among customers. |
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7
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Executive Management
Provide our executive management with perspective in analyzing and overseeing the execution of operational, organizational and policy issues |
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10
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Public Company Experience
Offer insights regarding the operation of a public company and public company board, including key issues of corporate governance, audit, compensation, SEC matters, stakeholder engagement and regulatory/compliance matters. |
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5
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Finance, Accounting and Financial Reporting
Understand, oversee and advise our management with respect to our operating and strategic performance, capital structure, finance and investing activities, financial reporting and internal control over financial reporting. |
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8
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Risk Oversight
Provide our executive management with perspective in identifying, analyzing, addressing and mitigating enterprise risks, financial risks, business continuity risks and other risks. |
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10
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Digital Transformation or Technology
Offer insights regarding using technologies to create new or modify existing business processes to meet evolving business, market and customer expectations. |
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4
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Grocery Outlet 2022 Proxy Statement
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Total Number of Directors
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11
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PART I: GENDER IDENTITY
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FEMALE
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MALE
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NON-BINARY
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DID NOT DISCLOSE
GENDER |
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Directors
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3
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—
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—
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| PART II: DEMOGRAPHIC BACKGROUND | | | | | | | | | | | | | | | | | | | | | | | | | |
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Alaskan Native or Native American
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—
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—
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—
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—
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Asian
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—
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—
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—
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—
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Black or African American
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1
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—
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—
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—
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Hispanic or Latinx
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—
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—
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—
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—
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Native Hawaiian or Pacific Islander
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—
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—
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—
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—
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White
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2
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8
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—
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—
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Two or More Races or Ethnicities
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—
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—
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—
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—
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LGBTQ+
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—
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Did Not Disclose Demographic Background
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—
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Page
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15
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Grocery Outlet 2022 Proxy Statement
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CAREY F. JAROS
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Director since September 2020
Committees
•
Audit and Risk Committee
Other Public Company Directorships
•
None
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Ms. Jaros, 44, serves as President and Chief Executive Officer and a member of the board of directors of GOJO Industries, Inc., a global manufacturer of hand hygiene and surface disinfecting products and the maker of PURELL® brand Hand Sanitizer. Ms. Jaros joined GOJO Industries in 2014 as a director and served as the company’s Chief Operating Officer and Chief Strategy Officer prior to becoming CEO in January 2020. She is also a director of ACRT Services Inc., a vegetation management ESOP. Previously, Ms. Jaros served for over a decade in various senior management positions at Deal Tire and at Bain and Company, a management consulting firm. Ms. Jaros has been a board member and advisor to more than a half-dozen early stage companies including edtech startup WISR Inc., and personal care startup Aunt Flow.
Qualifications And Experience
As a sitting CEO, Ms. Jaros brings perspective on a broad range of management topics and also contributes her knowledge of retail and consumer products. She has substantial experience developing corporate strategy, assessing emerging industry trends as well as optimizing business operations. Ms. Jaros has been identified by our Board as an audit committee financial expert. |
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ERIC J. LINDBERG, JR.
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Director since January 2006
Other Public Company Directorships
•
None
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Mr. Lindberg, 51, has served as our Chief Executive Officer since January 2019 and as a director since January 2006. Previously, from January 2006 to December 2018, Mr. Lindberg served as our Co-Chief Executive Officer. Prior to being appointed Co-Chief Executive Officer, Mr. Lindberg served in various positions with the Company since 1996. Mr. Lindberg and Mr. Read are cousins by marriage.
Qualifications And Experience
As our Chief Executive Officer, Mr. Lindberg brings to our Board significant senior leadership, and his detailed knowledge of our operations, finances, strategies and industry garnered over his 25-year tenure with us makes him well qualified to serve as our Chief Executive Officer and as member of the Board. |
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17
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Grocery Outlet 2022 Proxy Statement
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NORMAN S. MATTHEWS
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Director since October 2014
Committees
•
Compensation Committee
•
Nominating and Corporate
Governance Committee
Other Public Company Directorships
•
The Children’s Place Inc. (NASDAQ: PLCE)
(2009 to current)
•
Party City Holdco, Inc.
(NASDAQ: PRTY) (2013 to current)
•
ThredUp Inc. (NASDAQ: TDUP) (Private: 2014-2021; since IPO: 2021-current)
•
Spectrum Brands Holdings, Inc. (NYSE: SPB) (2010 to 2021)
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Mr. Matthews, 89, served in various senior management positions for Federated Department Stores from 1978 to 1988, including most recently as President from 1987 to 1988. Prior to joining Federated Department Stores, Mr. Matthews served as Senior Vice President, General Merchandise Manager for E.J. Korvette, and as Senior Vice President, Marketing and Corporate Development for Broyhill Furniture Industries. Mr. Matthews currently serves on the boards of directors of The Children’s Place Inc., Party City Holdco, Inc. and ThredUp Inc. He also previously has served as director of Spectrum Brand Holdings, Inc., Henry Schein, Inc. and The Progressive Corporation.
Qualifications And Experience
Mr. Matthews has extensive knowledge of the retail industry and strategic marketing and sales and corporate governance practices from his years as a senior executive and member of the boards of directors of several public companies. |
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18
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Grocery Outlet 2022 Proxy Statement
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KENNETH W. ALTERMAN
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Director since February 2011
Committees
•
Compensation Committee (Chair)
Other Public Company Directorships
•
None
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Mr. Alterman, 65, currently retired, most recently served as an Executive Adviser to Savers, Inc., a retail thrift store chain from January 2017 to January 2022. He previously served as the President, Chief Executive Officer and a director of Savers, Inc. from January 2004 to January 2017 and as the Vice President and General Manager from December 2002 to December 2003.
Qualifications And Experience
Mr. Alterman has extensive knowledge of the discount industry, as well as substantial experience developing corporate strategy and assessing emerging industry trends and business operations. |
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JOHN (“JEB”) E. BACHMAN
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Director since November 2019
Committees
•
Audit and Risk Committee (Chair)
Other Public Company Directorships
•
The Children’s Place Inc. (NASDAQ: PLCE)
(2016 to current)
•
Recharge Acquisition Corp. (NASDAQ: RCHG)
(2020 to current)
•
WEX Inc. (NASDAQ: WEX)
(2016-2021)
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Mr. Bachman, 66, has been an outside director for various public companies since his retirement in 2015. From 1978 to 2015, Mr. Bachman was a certified public accountant at the accounting firm, PricewaterhouseCoopers LLP (“PwC”), most recently as a partner. At PwC, Mr. Bachman served for six years as the Operations Leader of the firm’s U.S. Assurance Practice with full operational and financial responsibility for this $4 billion line of business, which included the firm’s audit and risk management practices. Mr. Bachman currently serves on the boards of directors of The Children’s Place Inc. and Recharge Acquisition Corp.
Qualifications And Experience
Mr. Bachman is a retired CPA and has extensive background in auditing, as well as business strategy and risk oversight experience from serving in the leadership of one of the world’s largest accounting firms. Mr. Bachman has been identified by our Board as an audit committee financial expert. |
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19
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Grocery Outlet 2022 Proxy Statement
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THOMAS F. HERMAN
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Director since 2004
Committees
•
Audit and Risk Committee
•
Nominating and Corporate Governance Committee
Other Public Company Directorships
•
None
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Mr. Herman, 81, served as the President and Chief Operating Officer of Good Guys, Inc., a consumer electronics retailer from 2003 to 2004. Prior to that time, he served in various management positions, including at Oak Harbor Partners, a boutique financial services firm, Employment Law Learning Technologies, a distance learning company focused on employment law, Alamo Group, a real estate & operations business, American Copy Jewelry and the San Francisco Music Box Co.
Qualifications And Experience
Mr. Herman has significant retail experience and financial expertise based on his years of senior executive experience as well as his prior experience serving on the boards of public companies such as Crdentia Corp. and Good Guys, Inc. Mr. Herman has been identified by our Board as an audit committee financial expert. |
|
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ERIK D. RAGATZ
|
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|
Chairman of the Board since October 2014
Committees
•
Compensation Committee
•
Nominating and Corporate
Governance Committee (Chair)
Other Public Company Directorships
•
Snap One Holdings Corp. (NASDAQ: SNPO)
(2017 to current)
|
| |
Mr. Ragatz, 49, has served as a Partner at Hellman & Friedman LLC, a private equity firm, since January 2008. Mr. Ragatz leads Hellman & Friedman’s efforts to invest in the consumer, retail and industrial sectors. He currently serves as Chairman and a member of the board of directors of Snap One Holdings Corp. He also serves as lead outside director and as a member of the audit and compensation committees of Wand TopCo Inc. (d/b/a Caliber Collision) and At Home Group, Inc., both private H&F portfolio companies.
Qualifications And Experience
Mr. Ragatz has significant strategic, financial, and business development expertise, along with insight into the proper functioning and role of corporate boards of directors, gained through his years of service on the boards of directors of H&F’s portfolio companies. |
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20
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Grocery Outlet 2022 Proxy Statement
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MARY KAY HABEN
|
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Director since November 2019
Committees
•
Nominating and Corporate Governance Committee
Other Public Company Directorships
•
The Hershey Company
(NYSE: HSY) (2013 to current)
•
Equity Residential (NYSE: EQR) (2011 to current)
|
| |
Ms. Haben, 66, has been an outside director for various public companies since her retirement in February 2011. From April 2007 to February 2011, Ms. Haben held various senior positions with Wm. Wrigley Jr. Company, a confectionery company, most recently as President, North America. Prior to that time, she held several key positions during her 27-year career with Kraft Foods, Inc., a grocery manufacturing and processing conglomerate, including serving as President of multibillion dollar divisions. Ms. Haben currently serves on the boards of directors of The Hershey Company and Equity Residential.
Qualifications And Experience
Ms. Haben has substantial governance expertise and experience with consumer preferences as a senior executive for consumer-packaged goods companies. |
|
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GAIL MOODY-BYRD
|
| |||
|
Director since January 2021
Committees
•
Audit and Risk Committee
Other Public Company Directorships
•
None
|
| |
Ms. Moody-Byrd, 64, has served as Vice President, Marketing, LinkedIn Sales Solutions at LinkedIn Corporation since March 2022. Previously, she served as the Chief Marketing Officer of Noodle.ai, a software company, from November 2018 to February 2022. Prior to Noodle.ai, from September 2007 to June 2017, Ms. Moody-Byrd held various positions with SAP SE, a multinational software corporation, most recently as Vice President of Web Marketing. Her retail industry experience also includes roles with divisions of Macy’s and Target Corporation, with Levi, Strauss & Co., and as a retail consultant with McKinsey & Company and Walter K. Levy Associates.
Qualifications And Experience
Ms. Moody-Byrd has extensive marketing and retail background, as well as experience in driving brand awareness, demand generation and business development. |
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Grocery Outlet 2022 Proxy Statement
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S. MACGREGOR READ JR.
|
| |||
|
Director since January 2006 Vice Chairman since April 2020
Other Public Company Directorships
•
None
|
| |
Mr. Read, 51, served as the Executive Vice Chairman of the Company from January 2019 through April 2020. In April 2020, Mr. Read became the Vice Chairman of our Board. From January 2006 to December 2018, Mr. Read served as our Co-Chief Executive Officer. Prior to being appointed Co-Chief Executive Officer, Mr. Read served in various positions with the Company since 1996. Mr. Read and Mr. Lindberg are cousins by marriage.
Qualifications And Experience
Mr. Read has extensive knowledge of our operations, finances, strategies and industry garnered over his 25-year tenure with us. |
|
|
JEFFREY R. YORK
|
| |||
|
Director since November 2010
Committees
•
Compensation Committee
Other Public Company Directorships
•
None
|
| |
Mr. York, 58, has served as Partner, Farm Boy Stores and Special Advisor to Sobeys, Inc. the second largest food retailer in Canada, since June 2020. Previously, he served as Co-Chief Executive Officer and President of Farm Boy, Inc., a grocery retailer from November 2009 through June 2020. Mr. York currently serves as a member of the boards of directors of Focus Graphite, an advanced exploration and mining company, Braille Energy Systems, Inc., a manufacturer of race car batteries and other energy storage devices and Stria Lithium, a junior mineral exploration company with lithium claims in Northern Quebec.
Qualifications And Experience
Mr. York has extensive knowledge of the grocery industry and corporate governance based on his experience as a senior executive and serving on boards of directors. |
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Grocery Outlet 2022 Proxy Statement
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Grocery Outlet 2022 Proxy Statement
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| |
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|
Full Board
|
| |
•
General risk management oversight, including strategic, operational, financial and legal risks
•
Joint leadership with management regarding crisis management, such as the Company’s response to the COVID-19 pandemic, and disaster recovery activities
|
|
|
Audit and Risk Committee
|
| |
•
Oversees enterprise risk management and reviews key findings and strategies to mitigate identified risks
•
Oversees significant financial risk exposures, including liquidity, legal, regulatory and other contingencies
•
Regularly reviews reports from the Company’s legal, regulatory and compliance functions, including ethics hotline
•
Oversees cybersecurity risk management
|
|
|
Compensation Committee
|
| |
•
Annually reviews whether any compensation programs encourage excessive risk taking, as well as risk mitigation policies and considerations
•
Increasing role in overseeing human capital management, including any human capital risks identified in the enterprise risk management process
|
|
|
Nominating and Corporate Governance Committee
|
| |
•
Considers any governance risks identified in in the enterprise risk management process
•
Responsible for sustainability or other risks related to ESG
|
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Grocery Outlet 2022 Proxy Statement
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Grocery Outlet 2022 Proxy Statement
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Grocery Outlet 2022 Proxy Statement
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Grocery Outlet 2022 Proxy Statement
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28
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Grocery Outlet 2022 Proxy Statement
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| |
|
|
|
Component of Cash Retainer
|
| |
($)
|
| |||
| Annual cash retainer for Board service: | | | | | | | |
| Chairman or Vice Chairman | | | |
|
175,000
|
| |
| Other Non-Employee Directors | | | |
|
75,000
|
| |
| Annual cash retainer for Committee service: | | | | | | | |
| Audit and Risk Committee – Chair | | | |
|
25,000
|
| |
| Audit and Risk Committee – Member | | | |
|
15,000
|
| |
| Compensation Committee – Chair | | | |
|
15,000
|
| |
| Compensation Committee – Member | | | |
|
10,000
|
| |
| Nominating and Corporate Governance Committee – Chair | | | |
|
10,000
|
| |
| Nominating and Corporate Governance Committee – Member | | | |
|
7,500
|
| |
|
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29
|
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Grocery Outlet 2022 Proxy Statement
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| |
|
|
|
NAME
|
| |
FEES EARNED OR
PAID IN CASH ($)(1) |
| |
STOCK
AWARDS ($)(2) |
| |
ALL OTHER
COMPENSATION ($)(3) |
| |
TOTAL
($) |
| ||||||||||||
| Kenneth W. Alterman | | | |
|
90,000
|
| | | |
|
100,004
|
| | | |
|
5,985
|
| | | |
|
195,989
|
| |
| John E. (Jeb) Bachman | | | |
|
100,000
|
| | | |
|
100,004
|
| | | |
|
—
|
| | | |
|
200,004
|
| |
| Mary Kay Haben | | | |
|
89,086
|
| | | |
|
100,004
|
| | | |
|
—
|
| | | |
|
189,090
|
| |
| Thomas F. Herman | | | |
|
97,500
|
| | | |
|
100,004
|
| | | |
|
5,985
|
| | | |
|
203,489
|
| |
| Carey F. Jaros | | | |
|
90,000
|
| | | |
|
100,004
|
| | | |
|
—
|
| | | |
|
190,004
|
| |
| Norman S. Matthews | | | |
|
92,533
|
| | | |
|
100,004
|
| | | |
|
5,985
|
| | | |
|
198,523
|
| |
| María Fernanda Mejía | | | |
|
90,000
|
| | | |
|
100,004
|
| | | |
|
—
|
| | | |
|
190,004
|
| |
| Gail Moody-Byrd | | | |
|
90,000
|
| | | |
|
100,004
|
| | | |
|
—
|
| | | |
|
190,004
|
| |
| Erik D. Ragatz(5) | | | |
|
95,000
|
| | | |
|
100,004
|
| | | |
|
—
|
| | | |
|
195,004
|
| |
| S. MacGregor Read, Jr.(3)(6) | | | |
|
175,084
|
| | | |
|
100,004
|
| | | |
|
—
|
| | | |
|
275,088
|
| |
| Jeffrey R. York | | | |
|
91,586
|
| | | |
|
100,004
|
| | | |
|
5,985
|
| | | |
|
197,575
|
| |
|
Page
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30
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Grocery Outlet 2022 Proxy Statement
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31
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| |
Grocery Outlet 2022 Proxy Statement
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Page
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32
|
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Grocery Outlet 2022 Proxy Statement
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|
|
| | | | Audit and Risk Committee | |
| | | |
John E. Bachman, Chair
Thomas F. Herman Carey F. Jaros Gail Moody-Byrd |
|
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Page
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33
|
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Grocery Outlet 2022 Proxy Statement
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| |
|
|
| | | |
FISCAL
YEAR 2021 |
| |
FISCAL
YEAR 2020 |
| ||||||
| Audit Fees | | | |
$
|
1,824,835
|
| | | |
$
|
2,402,790
|
| |
| Audit-Related Fees | | | |
$
|
—
|
| | | |
$
|
—
|
| |
| Tax Fees | | | |
$
|
245,908
|
| | | |
$
|
290,875
|
| |
| All Other Fees | | | |
$
|
1,895
|
| | | |
$
|
1,895
|
| |
| Total Fees | | | |
$
|
2,072,638
|
| | | |
$
|
2,695,560
|
| |
|
Page
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34
|
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Grocery Outlet 2022 Proxy Statement
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| |
|
|
|
NAME
|
| |
AGE
|
| |
POSITION
|
|
| Eric J. Lindberg, Jr. | | |
51
|
| | Chief Executive Officer | |
|
Robert Joseph Sheedy, Jr.
|
| |
47
|
| | President | |
| Charles C. Bracher | | |
49
|
| | EVP, Chief Financial Officer | |
| Andrea R. Bortner | | |
60
|
| | EVP, Chief Human Resources Officer | |
| Pamela B. Burke | | |
54
|
| | EVP, Chief Stores Officer, Interim General Counsel and Secretary | |
| Brian T. McAndrews | | |
61
|
| | SVP, Chief New Store Development Officer | |
| Steven K. Wilson | | |
58
|
| | SVP, Chief Purchasing Officer | |
|
ROBERT JOSEPH SHEEDY, JR.
|
| |||
|
President
Since January 2019 |
| |
Mr. Sheedy previously served as our Chief Merchandise, Marketing & Strategy Officer from April 2017 to December 2018, our Chief Merchandise & Strategy Officer from March 2014 to April 2017 and our Vice President, Strategy from April 2012 to February 2014. Before joining us, Mr. Sheedy served in various roles at Staples Inc., an office supply company, from 2005 to 2012, most recently as their Vice President, Strategy
|
|
|
CHARLES C. BRACHER
|
| |||
|
EVP, Chief Financial Officer
Since April 2012 |
| |
Mr. Bracher previously served in roles at Bare Escentuals, Inc., a mineral cosmetics company, from 2005 to 2012, most recently as Chief Financial Officer. Mr. Bracher began his career in the Investment Banking Division of Goldman, Sachs & Co.
|
|
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|
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Grocery Outlet 2022 Proxy Statement
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| |
|
|
|
ANDREA R. BORTNER
|
| |||
|
EVP, Chief Human Resources Officer
Since March 2020 |
| |
Ms. Bortner previously served as Chief Human Resources Officer at Maxar Technologies, Inc., a space technology company, from August 2016 to October 2019 and as Chief Human Resources Officer at Catalina, an advertising and marketing company, from August 2012 to June 2016.
|
|
|
PAMELA B. BURKE
|
| |||
|
EVP, Chief Stores Officer, Interim General Counsel and Secretary
Since January 2022 |
| |
Ms. Burke previously served as our EVP, Chief Administrative Officer, General Counsel and Secretary from January 2019 to December 2021 and our General Counsel and Secretary from June 2015 to December 2018. Before joining us, Ms. Burke served in various management positions at CRC Health Group, Inc., a provider of specialized behavioral health services, most recently as Senior Vice President of Legal, HR and Risk from April 2010 to February 2015. Prior to CRC Health Group, Ms. Burke was a partner of DLA Piper.
|
|
|
BRIAN T. MCANDREWS
|
| |||
|
SVP, Chief Store Development Officer
Since August 2020 |
| |
Mr. McAndrews previously served as our Senior Vice President of Store Development overseeing all company real estate functions from July of 2018 to August 2020. Before joining us, Mr. McAndrews served as Chief Real Estate Officer at Conn’s Home Plus, a specialty retailer of home goods, including furniture, appliances and consumer electronics, from June 2017 to June 2018 and as Senior Vice President, Global Real Estate & Construction at Dollar Financial Corporation from February 2010 to June 2017.
|
|
|
STEVEN K. WILSON
|
| |||
|
SVP, Chief Purchasing Officer
Since August 2020 |
| |
Mr. Wilson previously served as our Senior Vice President of Purchasing from February 2018 to August 2020 and as our Vice President of Purchasing from July 2006 to January 2018. Prior to being appointed Vice President of Purchasing, Mr. Wilson served in various positions of increasing responsibility with us since 1994.
|
|
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36
|
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Grocery Outlet 2022 Proxy Statement
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| |
|
|
|
NAME
|
| |
TITLE IN FISCAL YEAR 2021
|
|
| Eric J. Lindberg, Jr. | | | Chief Executive Officer | |
| Charles C. Bracher | | | EVP, Chief Financial Officer | |
| Robert Joseph Sheedy, Jr. | | | President | |
| Pamela B. Burke* | | | EVP, Chief Administrative Officer, General Counsel and Secretary | |
| Steven K. Wilson | | | SVP, Chief Purchasing Officer | |
|
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37
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Grocery Outlet 2022 Proxy Statement
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38
|
| |
Grocery Outlet 2022 Proxy Statement
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| |
|
|
|
BASE SALARY
|
| |
AIP
|
| |
EQUITY
|
|
|
✓
Reasonable merit base salary increases
|
| |
✓
No change to target bonus opportunity as % of base salary
✓
Based on our performance, no AIP awards were earned or paid to any of our Named Executive Officers in Fiscal Year 2021
|
| |
✓
No change to target equity opportunity as % of base salary
|
|
|
GOAL-ORIENTED
|
| | Our executive compensation program rewards the achievement of specific short-term (annual) and long-term financial goals, which are aligned with our operational and strategic objectives. | |
|
MARKET COMPETITIVE
|
| | Compensation levels and programs for executives, including the Named Executive Officers, should be competitive, relative to the marketplace in which we operate. It is important for us to leverage an understanding of what constitutes competitive pay in our market and build unique strategies to attract, motivate and retain the high caliber talent we require to lead, manage and successfully grow our Company. | |
|
PERFORMANCE-BASED
|
| | The majority of our executive compensation should be performance-based pay that is “at risk,” based on short-term and long-term financial goals that are key performance indicators and easily understood by investors and executives, as well as reasonably determined and measured. | |
|
INVESTOR-ALIGNED
|
| | Incentives should be structured to create a strong alignment between executives and investors on both a short-term and a long-term basis, each within our risk framework. Equity awards with long-term performance goals and vesting foster a shared culture of ownership. Our executives’ interests are aligned with those of our investors by further rewarding performance achieved above established goals. | |
|
FINANCIALLY EFFICIENT
|
| | Pay programs and features should attempt to minimize the impact on our earnings and maximize our tax benefits. | |
|
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39
|
| |
Grocery Outlet 2022 Proxy Statement
|
| |
|
|
|
WHAT WE DO
|
| |
WHAT WE DON’T DO
|
|
|
✓
Align short- and long-term incentive programs to stockholder interests
|
| |
No tax gross ups on severance or change-in-control benefits
|
|
|
✓
Engage periodically with our stockholders regarding our executive compensation program
|
| |
Our equity plan does not allow repricing or exchange of underwater options without stockholder approval
|
|
|
✓
Conduct an annual risk assessment of the Company’s compensation programs, policies and practices, and have confirmed not reasonably likely to have a material adverse effect
|
| |
No hedging or pledging of our stock
|
|
|
✓
Maintain a clawback policy
|
| |
No significant executive perquisites or supplemental benefits
|
|
|
✓
Maintain stock ownership guidelines to support the alignment of executive officer and Board interests with those of our stockholders
|
| |
No dividend equivalents to executive officers on unvested RSU or PSU awards
|
|
|
✓
Our fully independent Compensation Committee retains and actively engages an independent compensation consultant
|
| |
No single-trigger vesting of equity-based awards upon change in control
|
|
|
✓
Maintain a “pay for performance” cash incentive plan and a PSU equity award program, each based on objective financial goals aligned with business strategy and with payout cap of 200% of target
|
| |
No guaranteed bonuses, excluding limited new hire inducement
|
|
|
✓
Annually determine our peer group and utilize peer group and survey benchmarking data
|
| | | |
|
✓
Provide an annual stockholder Say-on-Pay vote
|
| | | |
|
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|
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Grocery Outlet 2022 Proxy Statement
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| |
|
|
|
COMPONENT
|
| |
DESCRIPTION
|
| |
OBJECTIVES AND LINK TO
STOCKHOLDER VALUE |
| ||||
|
Short-Term
|
| | |
Base Salary
|
| |
Annual fixed cash compensation
|
| |
Securing and retaining executives by providing stability and reflecting the market for executive talent
|
|
|
Annual Incentive Plan (Bonus)
|
| |
Annual cash compensation based on annual financial goals
•
Bonus target as percentage of base salary
Company performance goals generally:
•
60% adjusted EBITDA
•
40% comparable store sales growth
2021 payout range for each metric: 20% (threshold) to 200% (maximum)
|
| | Pay-for-performance focus/”at risk” compensation, linking our annual financial goals and short-term performance | | ||||
|
Long-Term
|
| | |
PSUs
|
| |
Performance-based award that vests in a single instalment on the third anniversary of the vesting commencement date and are based on two measures:
•
3-year cumulative revenue (50% weighting)
•
3-year cumulative adjusted EBITDA growth (50% weighting)
2021 payout range for each metric: 50% (threshold) to 200% (maximum)
|
| |
Pay-for-performance focus/”at risk” compensation, incentivizing strategic long-term decision-making within our risk framework
|
|
|
RSUs
|
| | Time-based award, with three equal annual instalments vesting over a three-year vesting period from the vesting commencement date | | | Foster a culture of ownership, aligning long-term interests of our executive officers and stockholders, within our risk framework | |
|
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41
|
| |
Grocery Outlet 2022 Proxy Statement
|
| |
|
|
|
NEO
|
| |
FY 2020 BASE SALARY
|
| |
FY 2021 BASE SALARY
|
| |
YOY CHANGE
|
| |||||||||
|
Eric J. Lindberg, Jr.
|
| | |
$
|
772,500
|
| | | |
$
|
800,001
|
| | | |
|
3.6%
|
| |
|
Charles C. Bracher
|
| | |
$
|
538,379
|
| | | |
$
|
555,015
|
| | | |
|
3.1%
|
| |
|
Robert Joseph Sheedy, Jr.
|
| | |
$
|
583,000
|
| | | |
$
|
600,024
|
| | | |
|
2.9%
|
| |
|
Pamela B. Burke
|
| | |
$
|
417,173
|
| | | |
$
|
430,022
|
| | | |
|
3.1%
|
| |
|
Steven K. Wilson
|
| | |
$
|
375,000
|
| | | |
$
|
400,000
|
| | | |
|
6.7%
|
| |
|
Page
|
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42
|
| |
Grocery Outlet 2022 Proxy Statement
|
| |
|
|
|
NEO
|
| |
TARGET BONUS OPPORTUNITY
(% OF SALARY) |
| |||
|
Eric J. Lindberg, Jr.
|
| | |
|
100%
|
| |
|
Charles C. Bracher
|
| | |
|
60%
|
| |
|
Robert Joseph Sheedy, Jr.
|
| | |
|
75%
|
| |
|
Pamela B. Burke
|
| | |
|
60%
|
| |
|
Steven K. Wilson
|
| | |
|
50%
|
| |
|
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|
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43
|
| |
Grocery Outlet 2022 Proxy Statement
|
| |
|
|
|
NEO
|
| |
TARGET EQUITY OPPORTUNITY
(% OF SALARY) |
| |||
|
Eric J. Lindberg, Jr.
|
| | |
|
400%
|
| |
|
Charles C. Bracher
|
| | |
|
200%
|
| |
|
Robert Joseph Sheedy, Jr.
|
| | |
|
300%
|
| |
|
Pamela B. Burke
|
| | |
|
200%
|
| |
|
Steven K. Wilson
|
| | |
|
250%
|
| |
|
Page
|
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44
|
| |
Grocery Outlet 2022 Proxy Statement
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| |
|
|
|
NEO
|
| |
TIME-VESTING RSUS
|
| |
PSUS AT TARGET
|
| ||||||
|
Eric J. Lindberg, Jr.
|
| | |
|
27,081
|
| | | |
|
63,188
|
| |
|
Charles C. Bracher
|
| | |
|
12,526
|
| | | |
|
18,788
|
| |
|
Robert Joseph Sheedy, Jr.
|
| | |
|
20,312
|
| | | |
|
30,467
|
| |
|
Pamela B. Burke
|
| | |
|
9,705
|
| | | |
|
14,557
|
| |
|
Steven K. Wilson
|
| | |
|
11,284
|
| | | |
|
16,926
|
| |
| |
✓
Aaron’s, Inc.
|
| |
✓
Five Below, Inc.
|
| |
✓
RH
|
| |
| |
✓
At Home Group Inc.
|
| |
✓
Floor & Décor Holdings, Inc.
|
| |
✓
Sleep Number Corporation
|
| |
| |
✓
Brinker International, Inc.
|
| |
✓
Lululemon Athletica Inc.
|
| |
✓
Sprouts Farmers Market, Inc.
|
| |
| |
✓
Carter’s Inc.
|
| |
✓
National Vision Holdings, Inc.
|
| |
✓
Texas Roadhouse, Inc.
|
| |
| |
✓
Deckers Outdoor Corporation
|
| |
✓
Ollies Bargain Market Holdings
|
| |
✓
Weis Markets, Inc.
|
| |
| |
✓
Dunkin’ Brands Group, Inc.
|
| |
✓
PriceSmart, Inc.
|
| | | | |
|
Page
|
| |
45
|
| |
Grocery Outlet 2022 Proxy Statement
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| |
|
|
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Page
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| |
46
|
| |
Grocery Outlet 2022 Proxy Statement
|
| |
|
|
|
ROLE
|
| | |
RESPONSIBILITY
|
|
|
Full Board
|
| | |
✓
Approve new equity incentive plans and share pool increases under existing equity plans (subject to stockholder approval)
|
|
|
Independent Members of Board
|
| | |
✓
Establish the annual salary, and the annual cash incentive award targets and payouts and annual target equity compensation for our Chief Executive Officer
✓
Review succession planning for our Chief Executive Officer and senior executive team
|
|
|
Compensation Committee
|
| | |
✓
Oversee our employee compensation and benefit programs
✓
Seek to ensure that the total compensation paid to our Named Executive Officers as well as our other senior officers is fair, competitive, performance-based and financially efficient
✓
Establish annual salaries and annual cash incentive award targets and payouts for our executive officers (other than our Chief Executive Officer) and approve equity awards (which may be done by a subcommittee of the Compensation Committee)
✓
Periodically review and make recommendations to the Board with respect to the adoption of, or amendments to, all equity-based incentive compensation plans for employees, and cash-based incentive plans for executive officers
✓
Evaluate our employee compensation programs to determine whether the relationship between the incentives associated with these plans and the level of risk-taking in response to such incentives is reasonably likely to have a material adverse effect on us
✓
Periodically engage with stockholders regarding our executive officer compensation programs
|
|
|
Independent Consultant
|
| | |
✓
Serve as the independent members of the Board’s and the Compensation Committee’s independent advisor, to review the competitiveness of compensation provided to the Chief Executive Officer and other executive officers and provide the Compensation Committee with an executive compensation assessment, peer group and general retail market survey data analysis, review of our annual Compensation, Discussion and Analysis, and related compensation advice
✓
Provide analyses that inform the decisions of the Compensation Committee without deciding or approving any compensation decisions
✓
Independently meet with the Compensation Committee in executive session during each regularly scheduled meeting each year, to the extent requested
|
|
|
CEO
|
| | |
✓
Establish strategic direction and goals, supported by the executive compensation programs, which are then reviewed and approved by the Compensation Committee and Board, as applicable
✓
Evaluate executive officer performance and develop recommendations for compensation aligned to the compensation philosophy and compensation and benefits programs, excluding his own compensation
|
|
|
Page
|
| |
47
|
| |
Grocery Outlet 2022 Proxy Statement
|
| |
|
|
|
Page
|
| |
48
|
| |
Grocery Outlet 2022 Proxy Statement
|
| |
|
|
|
TITLE
|
| |
MULTIPLE OF BASE SALARY
|
|
| Chief Executive Officer | | |
Five
|
|
| Executive Officer Level (EVP) | | |
Three
|
|
| Senior Vice President and Vice President | | |
Two
|
|
|
Page
|
| |
49
|
| |
Grocery Outlet 2022 Proxy Statement
|
| |
|
|
|
Page
|
| |
50
|
| |
Grocery Outlet 2022 Proxy Statement
|
| |
|
|
|
Page
|
| |
51
|
| |
Grocery Outlet 2022 Proxy Statement
|
| |
|
|
| NAME AND PRINCIPAL POSITION |
| |
FISCAL
YEAR |
| |
SALARY
($)(1) |
| |
STOCK
AWARDS ($)(2) |
| |
OPTION
AWARDS ($) |
| |
NON-EQUITY
INCENTIVE PLAN COMPENSATION ($)(3) |
| |
ALL OTHER
COMPENSATION ($)(4) |
| |
TOTAL
($) |
| |||||||||||||||||||||
|
Eric J. Lindberg, Jr.
Chief Executive Officer |
| | |
|
2021
|
| | | |
|
798,943
|
| | | |
|
3,200,036
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
9,985
|
| | | |
|
4,008,965
|
| |
| |
|
2020
|
| | | |
|
771,635
|
| | | |
|
3,090,028
|
| | | |
|
—
|
| | | |
|
1,545,000
|
| | | |
|
45,360
|
| | | |
|
5,452,022
|
| | |||
| |
|
2019
|
| | | |
|
666,694
|
| | | |
|
—
|
| | | |
|
1,643,387
|
| | | |
|
761,772
|
| | | |
|
934,422
|
| | | |
|
4,006,275
|
| | |||
|
Charles C. Bracher
Chief Financial Officer |
| | |
|
2021
|
| | | |
|
554,375
|
| | | |
|
1,110,081
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
1,860
|
| | | |
|
1,666,317
|
| |
| |
|
2020
|
| | | |
|
537,776
|
| | | |
|
1,076,785
|
| | | |
|
—
|
| | | |
|
646,055
|
| | | |
|
45,360
|
| | | |
|
2,305,977
|
| | |||
| |
|
2019
|
| | | |
|
522,698
|
| | | |
|
—
|
| | | |
|
712,134
|
| | | |
|
358,345
|
| | | |
|
271,365
|
| | | |
|
1,864,542
|
| | |||
|
Robert Joseph Sheedy, Jr.
President |
| | |
|
2021
|
| | | |
|
599,369
|
| | | |
|
1,800,116
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
1,860
|
| | | |
|
2,401,345
|
| |
| |
|
2020
|
| | | |
|
581,731
|
| | | |
|
1,457,571
|
| | | |
|
—
|
| | | |
|
874,501
|
| | | |
|
45,360
|
| | | |
|
2,959,163
|
| | |||
| |
|
2019
|
| | | |
|
519,458
|
| | | |
|
—
|
| | | |
|
712,134
|
| | | |
|
445,154
|
| | | |
|
271,365
|
| | | |
|
1,948,111
|
| | |||
|
Steven K. Wilson(5)
Chief Purchasing Officer |
| | |
|
2021
|
| | | |
|
399,039
|
| | | |
|
1,000,045
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
2,532
|
| | | |
|
1,401,615
|
| |
|
Pamela B. Burke(5)
Chief Administrative Officer, General Counsel and Secretary |
| | |
|
2021
|
| | | |
|
429,528
|
| | | |
|
860,088
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
16,784
|
| | | |
|
1,306,400
|
| |
| |
|
2020
|
| | | |
|
416,706
|
| | | |
|
834,373
|
| | | |
|
—
|
| | | |
|
500,608
|
| | | |
|
120,563
|
| | | |
|
1,872,250
|
| |
|
NEO
|
| |
GRANT DATE FAIR VALUE OF
PSUS GRANTED IN 2021 AT TARGET PERFORMANCE ($) |
| |
GRANT DATE FAIR VALUE OF
PSUS GRANTED IN 2021 AT MAXIMUM PERFORMANCE ($) |
| ||||||
| Eric J. Lindberg, Jr. | | | |
|
2,240,015
|
| | | |
|
4,480,030
|
| |
| Charles C. Bracher | | | |
|
666,035
|
| | | |
|
1,332,070
|
| |
| Robert Joseph Sheedy, Jr. | | | |
|
1,080,055
|
| | | |
|
2,160,110
|
| |
| Steven K. Wilson | | | |
|
600,027
|
| | | |
|
1,200,054
|
| |
| Pamela B. Burke | | | |
|
516,046
|
| | | |
|
1,032,092
|
| |
|
Page
|
| |
52
|
| |
Grocery Outlet 2022 Proxy Statement
|
| |
|
|
|
NEO
|
| |
HEALTH SAVING
ACCOUNT CONTRIBUTION ($) |
| |
COMPANY-PAID
GROUP TERM LIFE INSURANCE ($) |
| |
OTHER(I)
($) |
| |||||||||
| Eric J. Lindberg, Jr. | | | |
|
1,500
|
| | | |
|
552
|
| | | |
|
7,933
|
| |
| Charles C. Bracher | | | |
|
1,500
|
| | | |
|
360
|
| | | |
|
—
|
| |
| Robert Joseph Sheedy, Jr. | | | |
|
1,500
|
| | | |
|
360
|
| | | |
|
—
|
| |
| Steven K. Wilson | | | |
|
1,500
|
| | | |
|
1,032
|
| | | |
|
—
|
| |
| Pamela B. Burke | | | |
|
1,500
|
| | | |
|
552
|
| | | |
|
14,732
|
| |
|
Page
|
| |
53
|
| |
Grocery Outlet 2022 Proxy Statement
|
| |
|
|
| | | | | | | | | |
ESTIMATED POSSIBLE PAYOUTS
UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) |
| |
ESTIMATED FUTURE PAYOUTS
UNDER EQUITY INCENTIVE PLAN AWARDS(2) |
| |
ALL OTHER
STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS(3) |
| |
GRANT
DATE FAIR VALUE OF STOCK AWARDS ($)(4) |
| ||||||||||||||||||||||||||||||||||||
|
NAME
|
| |
GRANT
DATE |
| |
TYPE OF AWARD
|
| |
THRESHOLD
($) |
| |
TARGET
($) |
| |
MAXIMUM
($) |
| |
THRESHOLD
(#) |
| |
TARGET
(#) |
| |
MAXIMUM
(#) |
| ||||||||||||||||||||||||||||||
|
Eric J. Lindberg, Jr.
|
| |
N/A
|
| |
Performance-Based
Cash Award (AIP) |
| | |
|
160,000
|
| | | |
|
800,001
|
| | | |
|
1,600,002
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
| 3/4/2021 | | |
Performance-Based
Restricted Stock Unit |
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
15,797
|
| | | |
|
63,188
|
| | | |
|
126,376
|
| | | |
|
—
|
| | | |
|
2,240,015
|
| | |||
| 3/4/2021 | | |
Time-Based
Restricted Stock Unit |
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
27,081
|
| | | |
|
960,021
|
| | |||
|
Charles C. Bracher
|
| |
N/A
|
| |
Performance-Based
Cash Award (AIP) |
| | |
|
66,602
|
| | | |
|
333,309
|
| | | |
|
666,018
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
| 3/4/2021 | | |
Performance-Based
Restricted Stock Unit |
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
4,697
|
| | | |
|
18,788
|
| | | |
|
37,576
|
| | | |
|
—
|
| | | |
|
666,035
|
| | |||
| 3/4/2021 | | |
Time-Based
Restricted Stock Unit |
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
12,256
|
| | | |
|
440,047
|
| | |||
|
Robert Joseph Sheedy, Jr.
|
| |
N/A
|
| |
Performance-Based
Cash Award (AIP) |
| | |
|
90,004
|
| | | |
|
450,018
|
| | | |
|
900,036
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
| 3/4/2021 | | |
Performance-Based
Restricted Stock Unit |
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
7,617
|
| | | |
|
30,467
|
| | | |
|
60,934
|
| | | |
|
—
|
| | | |
|
1,080,055
|
| | |||
| 3/4/2021 | | |
Time-Based
Restricted Stock Unit |
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
20,312
|
| | | |
|
720,060
|
| | |||
|
Steven K. Wilson
|
| |
N/A
|
| |
Performance-Based
Cash Award (AIP) |
| | |
|
40,000
|
| | | |
|
200,000
|
| | | |
|
400,000
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
| 3/4/2021 | | |
Performance-Based
Restricted Stock Unit |
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
4,232
|
| | | |
|
16,926
|
| | | |
|
33,852
|
| | | |
|
—
|
| | | |
|
600,027
|
| | |||
| 3/4/2021 | | |
Time-Based
Restricted Stock Unit |
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
11,284
|
| | | |
|
400,018
|
| | |||
|
Pamela B. Burke
|
| |
N/A
|
| |
Performance-Based
Cash Award (AIP) |
| | |
|
51,627
|
| | | |
|
258,133
|
| | | |
|
516,266
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
| 3/4/2021 | | |
Performance-Based
Restricted Stock Unit |
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
3,639
|
| | | |
|
14,557
|
| | | |
|
29,114
|
| | | |
|
—
|
| | | |
|
516,046
|
| | |||
| 3/4/2021 | | |
Time-Based
Restricted Stock Unit |
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
9,705
|
| | | |
|
344,042
|
| |
|
Page
|
| |
54
|
| |
Grocery Outlet 2022 Proxy Statement
|
| |
|
|
|
Page
|
| |
55
|
| |
Grocery Outlet 2022 Proxy Statement
|
| |
|
|
| | | | | | | | | |
OPTION AWARDS
|
| |
STOCK AWARDS
|
| ||||||||||||||||||||||||||||||||||||||||||
|
NAME
|
| |
GRANT DATE
|
| |
NUMBER OF
SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (#) |
| |
NUMBER OF
SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE (#) |
| |
OPTION
EXERCISE PRICE ($) |
| |
OPTION
EXPIRATION DATE |
| |
NUMBER
OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) |
| |
MARKET
VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(1) |
| |
EQUITY
INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) |
| |
EQUITY
INCENTIVE PLAN AWARDS: MARKET VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(1) |
| |||||||||||||||||||||||||||
|
Eric J. Lindberg, Jr.
|
| | |
|
10/21/2014
|
| | | |
|
782,614
|
| | | |
|
—
|
| | | |
|
3.81
|
| | | |
|
10/21/2024
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
| |
|
10/21/2014
|
| | | |
|
1,332,614
|
| | | |
|
—
|
| | | |
|
7.13
|
| | | |
|
10/21/2024
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | |||
| |
|
6/19/2019
|
| | | |
|
—
|
| | | |
|
210,450(2)
|
| | | |
|
22.00
|
| | | |
|
6/19/2029
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | |||
| |
|
5/13/2020
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
16,758(3)
|
| | | |
|
473,916
|
| | | |
|
117,300(4)
|
| | | |
|
3,317,244(4)
|
| | |||
| |
|
3/4/2021
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
27,081(3)
|
| | | |
|
765,851
|
| | | |
|
63,188(4)
|
| | | |
|
1,786,957(4)
|
| | |||
|
Charles C. Bracher
|
| | |
|
11/25/2014
|
| | | |
|
150,155
|
| | | |
|
—
|
| | | |
|
3.81
|
| | | |
|
11/25/2024
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
| |
|
11/25/2014
|
| | | |
|
115,156
|
| | | |
|
—
|
| | | |
|
7.13
|
| | | |
|
11/25/2024
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | |||
| |
|
6/19/2019
|
| | | |
|
—
|
| | | |
|
91,195(2)
|
| | | |
|
22.00
|
| | | |
|
6/19/2029
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | |||
| |
|
5/13/2020
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
7,786(3)
|
| | | |
|
220,188
|
| | | |
|
35,036(4)
|
| | | |
|
990,818(4)
|
| | |||
| |
|
3/4/2021
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
12,526(3)
|
| | | |
|
354,235
|
| | | |
|
18,788(4)
|
| | | |
|
531,325(4)
|
| | |||
|
Robert Joseph Sheedy, Jr.
|
| | |
|
11/25/2014
|
| | | |
|
177,059
|
| | | |
|
—
|
| | | |
|
3.81
|
| | | |
|
11/25/2024
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
| |
|
6/19/2019
|
| | | |
|
—
|
| | | |
|
91,195(2)
|
| | | |
|
22.00
|
| | | |
|
6/19/2029
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | |||
| |
|
5/13/2020
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
10,540(3)
|
| | | |
|
298,071
|
| | | |
|
47,426(4)
|
| | | |
|
1,341,207(4)
|
| | |||
| |
|
3/4/2021
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
20,312(3)
|
| | | |
|
574,423
|
| | | |
|
30,467(4)
|
| | | |
|
861,607(4)
|
| | |||
|
Steven K. Wilson
|
| | |
|
11/25/2014
|
| | | |
|
55,522
|
| | | |
|
—
|
| | | |
|
3.81
|
| | | |
|
11/25/2024
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
| |
|
11/25/2014
|
| | | |
|
26,495
|
| | | |
|
—
|
| | | |
|
7.13
|
| | | |
|
11/25/2024
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | |||
| |
|
6/19/2019
|
| | | |
|
—
|
| | | |
|
56,120(2)
|
| | | |
|
22.00
|
| | | |
|
6/19/2029
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | |||
| |
|
5/13/2020
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
6,025(3)
|
| | | |
|
170,387
|
| | | |
|
27,112(4)
|
| | | |
|
766,727(4)
|
| | |||
| |
|
3/4/2021
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
11,284(3)
|
| | | |
|
319,112
|
| | | |
|
16,926(4)
|
| | | |
|
478,667(4)
|
| | |||
|
Pamela B. Burke
|
| | |
|
9/29/2015
|
| | | |
|
22,567
|
| | | |
|
—
|
| | | |
|
8.11
|
| | | |
|
9/29/2025
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
| |
|
3/31/2017(5)
|
| | | |
|
28,060
|
| | | |
|
7,015
|
| | | |
|
8.57
|
| | | |
|
3/31/2027
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | |||
| |
|
12/26/2018(6)
|
| | | |
|
29,463
|
| | | |
|
19,642
|
| | | |
|
11.64
|
| | | |
|
12/26/2028
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | |||
| |
|
12/26/2018
|
| | | |
|
49,105
|
| | | |
|
—
|
| | | |
|
11.64
|
| | | |
|
12/26/2028
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | |||
| |
|
6/19/2019
|
| | | |
|
—
|
| | | |
|
63,135(2)
|
| | | |
|
22.00
|
| | | |
|
6/19/2029
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | |||
| |
|
5/13/2020
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
6,034(3)
|
| | | |
|
170,642
|
| | | |
|
27,148(4)
|
| | | |
|
767,745(4)
|
| | |||
| |
|
3/4/2021
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
9,705(3)
|
| | | |
|
274,457
|
| | | |
|
14,557(4)
|
| | | |
|
411,672(4)
|
| |
|
Page
|
| |
56
|
| |
Grocery Outlet 2022 Proxy Statement
|
| |
|
|
| | | |
OPTION AWARDS
|
| |
STOCK AWARDS
|
| ||||||||||||||||||
|
NAME
|
| |
NUMBER OF
SHARES ACQUIRED ON EXERCISE (#) |
| |
VALUE
REALIZED ON EXERCISE ($)(1) |
| |
NUMBER OF
SHARES ACQUIRED ON VESTING (#) |
| |
VALUE
REALIZED ON VESTING ($) |
| ||||||||||||
| Eric J. Lindberg, Jr. | | | |
|
325,000
|
| | | |
|
10,790,079
|
| | | |
|
8,378
|
| | | |
|
302,781
|
| |
| Charles C. Bracher | | | |
|
43,750
|
| | | |
|
1,654,628
|
| | | |
|
3,893
|
| | | |
|
140,693
|
| |
| Robert Joseph Sheedy, Jr. | | | |
|
40,002
|
| | | |
|
1,549,231
|
| | | |
|
5,269
|
| | | |
|
190,422
|
| |
| Steven K. Wilson | | | |
|
61,430
|
| | | |
|
1,983,015
|
| | | |
|
3,012
|
| | | |
|
108,854
|
| |
| Pamela B. Burke | | | |
|
15,000
|
| | | |
|
478,350
|
| | | |
|
3,016
|
| | | |
|
108,998
|
| |
|
Page
|
| |
57
|
| |
Grocery Outlet 2022 Proxy Statement
|
| |
|
|
|
Page
|
| |
58
|
| |
Grocery Outlet 2022 Proxy Statement
|
| |
|
|
|
Page
|
| |
59
|
| |
Grocery Outlet 2022 Proxy Statement
|
| |
|
|
|
NAME
|
| |
TRIGGERING EVENT
|
| |
SALARY
|
| |
BONUS
|
| |
HEALTH
BENEFITS CONTINUATION COVERAGE |
| |
VALUE OF
OPTION ACCELERATION |
| |
VALUE OF
TIME-BASED RSU ACCELERATION |
| |
VALUE OF PSU
AWARD ACCELERATION |
| |
TOTAL
|
| |||||||||||||||||||||
|
Eric J. Lindberg, Jr
|
| |
Termination Without Cause
or for Good Reason(1) |
| | |
|
1,600,002
|
| | | |
|
1,600,002
|
| | | |
|
70,835
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
3,270,839
|
| |
|
Death or Disability prior to
Change in Control |
| | |
|
—
|
| | | |
|
800,001(2)
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
1,701,400(3)
|
| | | |
|
2,501,401
|
| | |||
|
Termination Without Cause
after Change in Control |
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
1,321,626(4)
|
| | | |
|
1,239,767(3)
|
| | | |
|
3,445,579(3)
|
| | | |
|
6,006,972
|
| | |||
|
Death or Disability after a
Change in Control |
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
3,445,579(3)
|
| | | |
|
3,445,579
|
| | |||
|
Charles C. Bracher
|
| |
Termination Without Cause or
for Good Reason(5) |
| | |
|
555,015
|
| | | |
|
333,009
|
| | | |
|
35,034
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
923,058
|
| |
|
Qualifying Termination after
Change in Control |
| | |
|
832,523(5)
|
| | | |
|
499,514(5)
|
| | | |
|
52,742(5)
|
| | | |
|
572,705(4)
|
| | | |
|
574,423(3)
|
| | | |
|
1,026,734(3)
|
| | | |
|
3,558,640
|
| | |||
|
Death or Disability prior to
Change in Control |
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
507,381(3)
|
| | | |
|
507,381
|
| | |||
|
Death or Disability after a
Change in Control |
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
1,026,734(3)
|
| | | |
|
1,026,734
|
| | |||
|
Robert Joseph Sheedy, Jr
|
| |
Termination Without Cause or
for Good Reason(5) |
| | |
|
600,024
|
| | | |
|
450,018
|
| | | |
|
35,004
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
1,085,046
|
| |
|
Qualifying Termination after
Change in Control |
| | |
|
900,036(5)
|
| | | |
|
675,027(5)
|
| | | |
|
52,742(5)
|
| | | |
|
572,704(4)
|
| | | |
|
872,495(3)
|
| | | |
|
1,532,210(3)
|
| | | |
|
4,605,215
|
| | |||
|
Death or Disability prior to
Change in Control |
| | | | | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
734,271(3)
|
| | | |
|
734,271
|
| | |||
|
Death or Disability after a
Change in Control |
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
1,532,210(3)
|
| | | |
|
1,532,210
|
| | |||
|
Steven K. Wilson
|
| |
Termination Without Cause or
for Good Reason(5) |
| | |
|
386,000
|
| | | |
|
193,000
|
| | | |
|
34,811
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
613,811
|
| |
|
Qualifying Termination after
Change in Control |
| | |
|
579,000(5)
|
| | | |
|
289,500(5)
|
| | | |
|
52,399(5)
|
| | | |
|
352,434(4)
|
| | | |
|
489,499(3)
|
| | | |
|
862,031(3)
|
| | | |
|
2,624,862
|
| | |||
|
Death or Disability prior to
Change in Control |
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
415,132(3)
|
| | | |
|
415,132
|
| | |||
|
Death or Disability after a
Change in Control |
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
862,031(3)
|
| | | |
|
862,031
|
| | |||
|
Pamela B. Burke
|
| |
Termination Without Cause or
for Good Reason(5) |
| | |
|
430,022
|
| | | |
|
258,013
|
| | | |
|
35,216
|
| | | | | | | | | | | | | | | | | | | | | |
|
723,252
|
| |
|
Qualifying Termination after
Change in Control |
| | |
|
645,033(5)
|
| | | |
|
387,020(5)
|
| | | |
|
53,021(5)
|
| | | |
|
396,488
|
| | | |
|
445,099
|
| | | |
|
795,545(3)
|
| | | |
|
2,722,205
|
| | |||
|
Death or Disability prior to
Change in Control |
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
393,139
|
| | | |
|
393,139
|
| | |||
|
Death or Disability after a
Change in Control |
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
795,545(3)
|
| | | |
|
795,545
|
| | |||
| Change in Control | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
465,109(6)
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
465,109
|
| |
|
Page
|
| |
60
|
| |
Grocery Outlet 2022 Proxy Statement
|
| |
|
|
|
Page
|
| |
61
|
| |
Grocery Outlet 2022 Proxy Statement
|
| |
|
|
|
MEDIAN EMPLOYEE
|
| | The annual total compensation of our median compensated employee (other than our CEO) was $50,531 | |
|
CHIEF EXECUTIVE OFFICER
|
| | The annual total compensation of our CEO, as reported in the Summary Compensation Table above, was $4,008,965 | |
|
PAY RATIO
|
| | The annual total compensation of our CEO was approximately 79.3 times the annual total compensation of our median employee (other than our CEO) | |
|
Page
|
| |
62
|
| |
Grocery Outlet 2022 Proxy Statement
|
| |
|
|
|
Page
|
| |
63
|
| |
Grocery Outlet 2022 Proxy Statement
|
| |
|
|
|
Page
|
| |
64
|
| |
Grocery Outlet 2022 Proxy Statement
|
| |
|
|
|
NAME OF BENEFICIAL OWNER
|
| |
SHARES
BENEFICIALLY OWNED |
| |
PERCENTAGE
BENEFICIALLY OWNED |
| ||||||
| 5% Stockholders: | | | | | | | | | | | | | |
| Jackson Square Partners, LLC(1) | | | |
|
10,769,730
|
| | | |
|
11.2%
|
| |
| The Vanguard Group(2) | | | |
|
8,394,132
|
| | | |
|
8.7%
|
| |
| BlackRock, Inc.(3) | | | |
|
8,220,729
|
| | | |
|
8.6%
|
| |
| Capital Research Global Investors(4) | | | |
|
6,876,031
|
| | | |
|
7.1%
|
| |
| Capital World Investors(5) | | | |
|
5,693,839
|
| | | |
|
5.9%
|
| |
| Mackenzie Financial Corporation(6) | | | |
|
4,998,053
|
| | | |
|
5.2%
|
| |
| Parnassus Investments, LLC(7) | | | |
|
4,843,029
|
| | | |
|
5.0%
|
| |
| Named Executive Officers and Directors: | | | | | | | | | | | | | |
| Eric J. Lindberg, Jr.(8) | | | |
|
5,109,872
|
| | | |
|
5.2%
|
| |
| Charles C. Bracher(9) | | | |
|
315,946
|
| | | |
|
*
|
| |
|
Page
|
| |
65
|
| |
Grocery Outlet 2022 Proxy Statement
|
| |
|
|
|
NAME OF BENEFICIAL OWNER
|
| |
SHARES
BENEFICIALLY OWNED |
| |
PERCENTAGE
BENEFICIALLY OWNED |
| ||||||
| Robert Joseph Sheedy, Jr.(10) | | | |
|
198,924
|
| | | |
|
*
|
| |
| Steven K. Wilson(11) | | | |
|
202,161
|
| | | |
|
*
|
| |
| Pamela B. Burke(12) | | | |
|
113,007
|
| | | |
|
*
|
| |
| Erik D. Ragatz(13) | | | |
|
211,917
|
| | | |
|
*
|
| |
| S. MacGregor Read, Jr.(14) | | | |
|
4,628,721
|
| | | |
|
4.8%
|
| |
| Kenneth W. Alterman(15) | | | |
|
68,310
|
| | | |
|
*
|
| |
| John E. Bachman | | | |
|
5,882
|
| | | |
|
*
|
| |
| Mary Kay Haben(16) | | | |
|
5,882
|
| | | |
|
*
|
| |
| Thomas F. Herman(17) | | | |
|
60,400
|
| | | |
|
*
|
| |
| Carey F. Jaros | | | |
|
3,581
|
| | | |
|
*
|
| |
| Norman S. Matthews(18) | | | |
|
156,393
|
| | | |
|
*
|
| |
| Gail Moody-Byrd | | | |
|
2,821
|
| | | |
|
*
|
| |
| Jeffrey R. York | | | |
|
138,306
|
| | | |
|
*
|
| |
| All directors and executive officers as a group (17 persons)(19) | | | |
|
11,305,340
|
| | | |
|
11.4%
|
| |
|
Page
|
| |
66
|
| |
Grocery Outlet 2022 Proxy Statement
|
| |
|
|
|
PLAN CATEGORY
|
| |
NUMBER OF SECURITIES
TO BE ISSUED UPON EXERCISE OF OUTSTANDING EQUITY AWARDS (A) |
| |
WEIGHTED-AVERAGE
EXERCISE PRICE OF OUTSTANDING EQUITY AWARDS (B) |
| |
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (A)) (C) |
| |||||||||
|
Equity Compensation Plans Approved
by Stockholders(1) |
| | |
|
6,770,373(2)
|
| | | |
$
|
9.90(3)
|
| | | |
|
2,783,396(4)
|
| |
| Equity Compensation Plans Not Approved by Stockholders | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
| Total | | | |
|
6,770,373
|
| | | |
$
|
9.90
|
| | | |
|
2,783,396
|
| |
|
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67
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Grocery Outlet 2022 Proxy Statement
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The Board unanimously recommends that the stockholders vote “FOR” the election of each of the nominated Class III directors.
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Grocery Outlet 2022 Proxy Statement
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The Board unanimously recommends that the stockholders vote “FOR” Proposal 2 to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for Fiscal Year 2022.
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Grocery Outlet 2022 Proxy Statement
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The Board unanimously recommends that the stockholders vote “FOR” Proposal 3 to approve the compensation of our Named Executive Officers, as disclosed in this Proxy Statement pursuant to the rules of the SEC.
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71
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Grocery Outlet 2022 Proxy Statement
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The Board unanimously recommends that the stockholders vote “FOR” Proposal 4 to approve the Supermajority Voting Removal Amendment.
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Grocery Outlet 2022 Proxy Statement
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The Board unanimously recommends that the stockholders vote “FOR” Proposal 5 to approve the Declassification Amendment.
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Grocery Outlet 2022 Proxy Statement
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PROPOSAL
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VOTING ALTERNATIVES
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| | BOARD RECOMMENDATION |
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1
Election of Class III directors to hold office until the 2025 annual meeting of stockholders and until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service
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FOR the election of all Class III director nominees named herein
WITHHOLD authority to vote for all such Class III director nominees
FOR the election of all such Class III director nominees other than for whom authority to vote is specifically withheld
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| | FOR each director nominee | |
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2
Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2022
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FOR or AGAINST the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2022
ABSTAIN from voting on the matter
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FOR
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3
Advisory (non-binding) vote to approve our Named Executive Officer compensation
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FOR or AGAINST the advisory vote to approve our Named Executive Officer compensation
ABSTAIN from voting on the matter
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FOR
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4
Amendments to our Amended and Restated Certificate of Incorporation to (i) eliminate applicable supermajority voting requirements; and (ii) make certain other changes to remove obsolete language
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FOR or AGAINST the amendments to our Amended and Restated Certificate of Incorporation
ABSTAIN from voting on the matter
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FOR
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5
Amendment to our Amended and Restated Certificate of Incorporation to declassify our Board of Directors
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FOR or AGAINST the amendment to our Amended and Restated Certificate of Incorporation to declassify our Board of Directors by 2026
ABSTAIN from voting on the matter
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FOR
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VOTE IMPACT
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| PROPOSAL NO. |
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VOTE
REQUIRED |
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FOR
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WITHHOLD /
AGAINST |
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ABSTAIN
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BROKER
NON-VOTES |
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| Proposal No. 1 | | | Plurality of Votes Cast for each Director Nominee | | |
For the director nominee(s)
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Against the director nominee(s)
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—
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Not a vote cast
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| Proposal No. 2 | | | Majority of Shares Present or Represented and Entitled to Vote | | |
For the proposal
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| |
Against the proposal
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Against the
proposal |
| |
—
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| Proposal No. 3 | | | Majority of Shares Present or Represented and Entitled to Vote | | |
For the proposal
|
| |
Against the proposal
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Against the
proposal |
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Not entitled to vote
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| Proposal No. 4 | | | 66 2/3 of Outstanding Shares | | |
For the proposal
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Against the proposal
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Against the proposal
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Against the proposal
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| Proposal No. 5 | | | 66 2/3 of Outstanding Shares | | |
For the proposal
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Against the proposal
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Against the proposal
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Against the proposal
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| | | | GROCERY OUTLET HOLDING CORP. | |
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Name:
Title:
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Grocery Outlet 2022 Proxy Statement
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