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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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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 25, 2023, Norman S. Matthews provided notice to the board of directors (the "Board") of Grocery Outlet Holding Corp. (the "Company") of his decision, effective June 20, 2023, to retire as a Class III member of the Board and as a member of the Compensation Committee and the Nominating and Corporate Governance Committee of the Board. Mr. Matthews' retirement was not due to any disagreement with the Company’s operations, policies or practices.
Item 8.01 Other Events.
As a result of the retirement of Mr. Matthews from the Board, the Board approved the reduction of (i) the Board size from 11 directors to 10 directors, (ii) the Compensation Committee from four directors to three directors, and (iii) the Nominating and Corporate Governance Committee from four directors to three directors, each effective June 20, 2023.
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: | April 28, 2023 | By: | /s/ Luke D. Thompson | ||||||||||||||
| Name: | Luke D. Thompson | ||||||||||||||||
| Title: | Senior Vice President, General | ||||||||||||||||
| Counsel and Secretary | |||||||||||||||||