Rite Aid Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Rite Aid Corporation (“Rite Aid”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on August 18, 2023. The following is a summary of the matters voted on at the Annual Meeting.
| (a) | The stockholders elected Rite Aid’s nominees to the Board of Directors. The nominees to Rite Aid’s Board of Directors and the number of shares cast for, the number against, the number abstaining and broker non-votes, with respect to each of these persons, were as follows: |
Board Nominees
| Name | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Bruce G. Bodaken | 8,359,075 | 5,345,699 | 239,208 | 21,145,638 | ||||||||||||
| Elizabeth “Busy” Burr | 9,697,011 | 3,966,285 | 280,686 | 21,145,638 | ||||||||||||
| Bari Harlam | 8,978,317 | 4,620,666 | 344,999 | 21,145,638 | ||||||||||||
| Robert E. Knowling, Jr. | 8,969,299 | 4,637,323 | 337,360 | 21,145,638 | ||||||||||||
| Arun Nayar | 8,990,608 | 4,612,421 | 340,953 | 21,145,638 | ||||||||||||
| Kate B. Quinn | 9,122,010 | 4,518,353 | 303,619 | 21,145,638 | ||||||||||||
| (b) | The stockholders ratified the appointment of Deloitte & Touche LLP as Rite Aid’s independent registered public accounting firm. The number of shares cast in favor of the ratification of Deloitte & Touche LLP, the number against, the number abstaining and broker non-votes were as follows: |
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 27,418,162 | 7,307,491 | 363,967 | 0 | ||||||||
| (c) | The stockholders approved, on an advisory basis, the compensation of Rite Aid’s Named Executive Officers as set forth in the Definitive Proxy Statement. The number of shares cast in favor of the compensation of Rite Aid’s Named Executive Officers, the number against, the number abstaining and broker non-votes were as follows: |
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 8,321,452 | 5,312,020 | 310,510 | 21,145,638 | ||||||||
| (d) | The stockholders recommended, on an advisory basis, a one year frequency of future advisory votes to approve the compensation of Rite Aid's Named Executive Officers. The number of shares cast in favor of a one year frequency of future advisory votes, the number cast in favor of a two year frequency of future advisory votes, the number cast in favor of a three year frequency of future advisory votes, and the number abstaining were as follows: |
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||||||||
| 11,591,333 | 423,902 | 1,213,450 | 715,297 | 21,145,638 | ||||||||||
Based upon the results of this vote, and consistent with the Board’s recommendation, Rite Aid has determined that it will hold an advisory "say-on-pay" vote every year in connection with its annual meeting of stockholders until the next stockholder vote on the frequency of "say-on-pay" votes.
| (e) | The stockholders did not approve the amendments to the Rite Aid Corporation Amended and Restated Certificate of Incorporation to eliminate the supermajority voting provisions contained therein as set forth in the Definitive Proxy Statement. The number of shares cast in favor of the adoption of the amendment, the number against, the number abstaining and broker non-votes were as follows: |
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 9,821,811 | 3,830,703 | 291,468 | 21,145,638 | ||||||||
| (f) | The stockholders did not approve a stockholder proposal to require an annual advisory vote on the compensation of Rite Aid's directors. The number of shares cast in favor of the stockholder proposal, the number against, the number abstaining and broker non-votes were as follows: |
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 5,702,261 | 8,047,833 | 193,888 | 21,145,638 | ||||||||
| (g) | The stockholders approved a stockholder proposal to adopt an executive compensation adjustment policy. The number of shares cast in favor of the stockholder proposal, the number against, the number abstaining and broker non-votes were as follows: |
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 7,280,435 | 6,455,280 | 208,267 | 21,145,638 | ||||||||
| (h) | The stockholders did not approve a stockholder proposal, introduced from the floor by Mr. Steven Krol, requesting that the Board of Directors take the steps necessary to amend Rite Aid's governance documents to give stockholders of record and beneficial stockholders an equal right to call for a special meeting of stockholders so long as they hold at least 10% of Rite Aid's stock. The inspector of election applied the discretionary authority of the proxy holders with respect to registered shares (but not “street name” shares), and accordingly reported that 94,179 shares cast votes in favor of the stockholder proposal and 320,759 shares cast votes against the proposal. Applying the discretionary authority of the proxy holders to all registered shares and to shares held in “street name” providing voting instructions, the number of shares cast in favor of the stockholder proposal, the number against, the number abstaining and broker non-votes were as follows: |
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 94,179 | 13,849,803 | 0 | 21,145,638 | ||||||||
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 hereto duly authorized.
| Date: August 24, 2023 | By: | /s/ Matthew C. Schroeder |
| Name: | Matthew C. Schroeder | |
| Title: | Executive Vice President and Chief Financial Officer |