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):
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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.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The Company held its 2023 annual meeting of stockholders (the "Annual Meeting") on June 20, 2023.
(b) The voting results from the Annual Meeting were as follows:
1.Each of the following four directors were re-elected to the Company's Board of Directors as Class I 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.
| Name | For | Against | Abstain | Broker Non-Vote | ||||||||||||||||||||||
| Kenneth W. Alterman | 90,014,935 | 1,658,173 | 99,405 | 2,208,037 | ||||||||||||||||||||||
| John E. Bachman | 90,594,216 | 1,079,136 | 99,161 | 2,208,037 | ||||||||||||||||||||||
| Thomas F. Herman | 83,297,284 | 8,377,220 | 98,009 | 2,208,037 | ||||||||||||||||||||||
| Erik D. Ragatz | 84,399,554 | 7,275,584 | 97,375 | 2,208,037 | ||||||||||||||||||||||
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 30, 2023 was approved by the following votes:
| For | Against | Abstain | ||||||||||||
| 93,713,960 | 168,337 | 98,253 | ||||||||||||
3.The non-binding advisory resolution on the Company’s named executive officer compensation for the fiscal year ended December 31, 2022 was approved by the following votes:
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 79,580,682 | 12,092,594 | 99,237 | 2,208,037 | |||||||||||||||||
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 23, 2023 | By: | /s/ Luke D. Thompson | ||||||||||||||
| Name: | Luke D. Thompson | ||||||||||||||||
| Title: | Senior Vice President, General Counsel and Secretary | ||||||||||||||||