0001341004-17-000440.txt : 20170718 0001341004-17-000440.hdr.sgml : 20170718 20170718160501 ACCESSION NUMBER: 0001341004-17-000440 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170717 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170718 DATE AS OF CHANGE: 20170718 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RITE AID CORP CENTRAL INDEX KEY: 0000084129 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 231614034 STATE OF INCORPORATION: DE FISCAL YEAR END: 0301 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05742 FILM NUMBER: 17969585 BUSINESS ADDRESS: STREET 1: 30 HUNTER LANE CITY: CAMP HILL OWN STATE: PA ZIP: 17011 BUSINESS PHONE: 7177612633 MAIL ADDRESS: STREET 1: PO BOX 3165 CITY: HARRISBURG STATE: PA ZIP: 17105 FORMER COMPANY: FORMER CONFORMED NAME: RACK RITE DISTRIBUTORS DATE OF NAME CHANGE: 19680510 FORMER COMPANY: FORMER CONFORMED NAME: LEHRMAN LOUIS & CO DATE OF NAME CHANGE: 19680510 8-K 1 form8k.htm RITE AID FORM 8-K
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 of earliest event reported):
July 18, 2017 (July 17, 2017)


Rite Aid Corporation
(Exact name of registrant as specified in its charter)


Delaware
1-5742
23-1614034
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification Number)
 
30 Hunter Lane, Camp Hill, Pennsylvania 17011
(Address of principal executive offices, including zip code)

(717) 761-2633
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)


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 (see General Instruction A.2. below):
 
¨
  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
  
 
¨
  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
  
 
¨
  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
  
 
¨
  
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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.

Rite Aid Corporation (“Rite Aid”) held its 2017 Annual Meeting of Stockholders on July 17, 2017.  The following is a summary of the matters voted on at that meeting.

(a)
The stockholders elected Rite Aid’s nominees to the Board of Directors.  The persons elected 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:

Name
  
For
 
Against
 
Abstain
 
Broker Non-Votes
Joseph B. Anderson, Jr.
  
464,770,226
  
49,445,782
  
2,986,176
  
320,174,278
Bruce G. Bodaken
  
477,953,549
  
35,815,351
  
3,433,284
  
320,174,278
David R. Jessick
  
472,131,698
  
41,982,672
  
3,087,814
  
320,174,278
Kevin E. Lofton
  
481,799,040
  
32,052,691
  
3,350,453
  
320,174,278
Myrtle S. Potter
  
481,612,103
  
32,311,242
  
3,278,839
  
320,174,278
Michael N. Regan
  
466,751,575
  
47,432,815
  
3,017,794
  
320,174,278
Frank A. Savage
  
481,555,042
  
32,208,384
  
3,438,758
  
320,174,278
John T. Standley
  
455,990,232
  
43,129,384
  
18,082,568
  
320,174,278
Marcy Syms
  
468,516,136
  
45,785,726
  
2,900,322
  
320,174,278

(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
783,512,050
  
45,808,434
  
8,055,978
  
0

(c)
The stockholders approved, on an advisory basis, the compensation of Rite Aid’s Named Executive Officers as set forth in Rite Aid’s proxy statement for the 2017 Annual Meeting of Stockholders.  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
451,055,728
  
62,525,067
  
3,621,389
  
320,174,278





 
(d)
The stockholders recommended, on an advisory basis, a one year frequency of future advisory on 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
460,594,469
  
3,075,268
  
45,724,758
  
7,807,689

In consideration of the stockholder vote at the 2017 Annual Meeting of Stockholders on the frequency proposal, at a meeting of Rite Aid’s Board of Directors held immediately following the 2017 Annual Meeting of Stockholders, the Board decided that Rite Aid 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, which will be no later than Rite Aid’s annual meeting of stockholders in 2023.







 
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: July 18, 2017
By:
/s/ James J. Comitale
 
 
Name:    
James J. Comitale
 
 
Title:
Senior Vice President, General Counsel