Grocery Outlet Holding Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$GO
Food Chains
Consumer Staples
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The Company held its 2026 annual meeting of stockholders (the "Annual Meeting") on June 1, 2026.
(b) The voting results from the Annual Meeting were as follows:
1.Each of the following ten directors were re-elected to the Company's Board of Directors, to serve until the Company's 2027 annual meeting of stockholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service. Each director received the number of votes set forth below.
| Name | For | Against | Abstain | Broker Non-Vote | ||||||||||||||||||||||
| Frances L. Allen | 80,439,794 | 434,267 | 231,868 | 7,386,601 | ||||||||||||||||||||||
| John "Jeb" E. Bachman | 80,151,617 | 727,576 | 226,736 | 7,386,601 | ||||||||||||||||||||||
| Mary Kay Haben | 76,889,676 | 3,985,086 | 231,167 | 7,386,601 | ||||||||||||||||||||||
| Carey F. Jaros | 79,949,819 | 924,420 | 231,690 | 7,386,601 | ||||||||||||||||||||||
| Michael K. Kobayashi | 80,285,000 | 594,493 | 226,436 | 7,386,601 | ||||||||||||||||||||||
| Eric J. Lindberg, Jr. | 71,285,585 | 9,598,222 | 222,122 | 7,386,601 | ||||||||||||||||||||||
| Lawrence "Chip" P. Molloy | 80,205,199 | 668,999 | 231,731 | 7,386,601 | ||||||||||||||||||||||
| Jason Potter | 80,330,367 | 572,989 | 202,573 | 7,386,601 | ||||||||||||||||||||||
| Felicia D. Thornton | 80,448,816 | 425,807 | 231,306 | 7,386,601 | ||||||||||||||||||||||
| Jeffrey R. York | 70,124,702 | 10,773,593 | 207,634 | 7,386,601 | ||||||||||||||||||||||
2.The ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending January 2, 2027 was approved by stockholders. The voting results were as follows:
| For | Against | Abstain | ||||||||||||
| 88,142,042 | 158,385 | 192,103 | ||||||||||||
3.The non-binding advisory resolution on the compensation of the Company’s named executive officers for the fiscal year ended January 3, 2026 was approved by stockholders. The voting results were as follows:
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 79,042,800 | 1,842,674 | 220,455 | 7,386,601 | |||||||||||||||||
4.The stockholders approved a non-binding advisory resolution to hold future advisory votes on the compensation of the Company’s named executive officers every year. Stockholders had the option of recommending an advisory vote every year, every two years, or every three years or abstaining from making a recommendation. Each option received the number of votes set forth below.
| One Year | Two Years | Three Years | Abstain | Broker Non-Vote | ||||||||||||||||||||||
| 80,293,428 | 12,814 | 734,033 | 65,654 | 7,386,601 | ||||||||||||||||||||||
In consideration of the stockholder vote, the Company has determined to hold future votes on executive compensation every year until the next stockholder vote on the frequency of these votes.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Grocery Outlet Holding Corp. | |||||||||||||||||
| Date: | June 3, 2026 | By: | /s/ Luke D. Thompson | ||||||||||||||
| Name: | Luke D. Thompson | ||||||||||||||||
| Title: | Executive Vice President, General Counsel and Secretary | ||||||||||||||||