UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Rite Aid Corporation (“Rite Aid”) held on July 27, 2022, the stockholders of Rite Aid approved an amendment to the Rite Aid Corporation Amended and Restated 2020 Omnibus Equity Incentive Plan (the “2020 Plan”) to increase by 3,250,000 shares the number of shares of Rite Aid’s common stock reserved for issuance under the 2020 Plan.
A summary of the material terms of the 2020 Plan was included in Rite Aid’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on June 10, 2022 (the “Definitive Proxy Statement”) in connection with the Annual Meeting, under the section entitled “Proposal No. 4—Approval of an Amendment to the Rite Aid Corporation Amended and Restated 2020 Omnibus Equity Incentive Plan” beginning on page 70 of the Definitive Proxy Statement. The summary of the 2020 Plan in the Definitive Proxy Statement is qualified in its entirety by reference to the full text of the 2020 Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
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 withheld and broker non-votes, with respect to each of these persons, were as follows: |
Board Nominees
| Name | For | Withheld | Broker Non-Votes | ||||||||||
| Bruce G. Bodaken | 16,362,574 | 3,836,182 | 15,832,713 | ||||||||||
| Elizabeth “Busy” Burr | 17,024,407 | 3,174,349 | 15,832,713 | ||||||||||
| Heyward Donigan | 17,039,309 | 3,159,447 | 15,832,713 | ||||||||||
| Bari Harlam | 16,837,242 | 3,361,514 | 15,832,713 | ||||||||||
| Robert E. Knowling, Jr. | 16,813,790 | 3,384,966 | 15,832,713 | ||||||||||
| Louis P. Miramontes | 16,767,389 | 3,431,367 | 15,832,713 | ||||||||||
| Arun Nayar | 16,741,469 | 3,457,287 | 15,832,713 | ||||||||||
| Kate B. Quinn | 17,119,349 | 3,079,407 | 15,832,713 | ||||||||||
Stockholder Nominee
| Name | For | Withheld | Broker Non-Votes | ||||||||||
| Scott Klarquist | 0 | 0 | 0 | ||||||||||
| (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 | |||||||||||
| 32,402,039 | 2,669,653 | 959,777 | 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 | |||||||||||
| 15,589,659 | 3,681,128 | 927,969 | 15,832,713 | |||||||||||
| (d) | The stockholders approved an amendment to increase by 3,250,000 shares the number of shares of Rite Aid’s common stock reserved for issuance under the 2020 Plan as set forth in the Definitive Proxy Statement. The number of shares cast in favor of the adoption of the amendment to the 2020 Plan, the number against, the number abstaining and broker non-votes were as follows: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 15,380,258 | 3,914,941 | 903,557 | 15,832,713 | |||||||||||
| (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 to the Plan, the number against, the number abstaining and broker non-votes were as follows: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 16,288,704 | 3,051,620 | 858,432 | 15,832,713 | |||||||||||
| (f) | The stockholders approved a stockholder proposal to eliminate supermajority voting provisions in the Certificate of Incorporation as set forth in the Definitive Proxy Statement. 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 | |||||||||||
| 12,625,042 | 6,664,270 | 909,444 | 15,832,713 | |||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| RITE AID CORPORATION | |||
| Dated: July 28, 2022 | By: | /s/ Matthew C. Schroeder | |
| Name: | Matthew C. Schroeder | ||
| Title: | Executive Vice President and Chief Financial Officer | ||