Grocery Outlet Holding Corp. — Form 8-K Summary
Report date: June 6, 2022; filed June 10, 2022. This 8-K reports actions taken at the company’s 2022 annual meeting and amendments to its charter. It does not provide quarterly or annual financial results.
Business Context and Reporting Period
Grocery Outlet Holding Corp. is a Delaware corporation whose common stock trades on Nasdaq under the symbol GO. The company held its 2022 annual meeting on June 6, 2022.
Key Financial and Operating Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating or financial metrics.
Material Changes and Corporate Governance Actions
- Stockholders approved removal of specified supermajority voting requirements applicable to certain amendments to the company’s Certificate of Incorporation and Bylaws, along with removal of obsolete language relating to a former stockholder.
- Stockholders approved an amendment to fully declassify the Board of Directors by the 2026 annual meeting.
- The declassification amendment became effective upon filing with the Delaware Secretary of State on June 6, 2022. The supermajority voting removal amendment became effective upon filing on June 7, 2022.
- The Restated Certificate of Incorporation, incorporating both amendments, became effective upon filing on June 8, 2022.
- Class III directors Carey F. Jaros, Eric J. Lindberg, Jr., and Norman S. Matthews were re-elected to serve until the 2025 annual meeting or until successors are elected and qualified.
- Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022.
- The non-binding advisory vote on named executive officer compensation for the fiscal year ended January 1, 2022 was approved.
Voting Results
| Proposal | For | Against | Abstain | Broker non-votes |
|---|---|---|---|---|
| Carey F. Jaros election | 90,678,059 | 108,561 withheld | Not separately stated | 2,361,359 |
| Eric J. Lindberg, Jr. election | 84,637,386 | 6,149,234 withheld | Not separately stated | 2,361,359 |
| Norman S. Matthews election | 69,513,368 | 21,273,252 withheld | Not separately stated | 2,361,359 |
| Auditor ratification | 92,982,772 | 110,701 | 54,506 | None |
| Executive compensation advisory vote | 77,564,735 | 13,166,306 | 55,579 | 2,361,359 |
| Supermajority voting removal amendment | 90,670,208 | 14,075 | 102,337 | 2,361,359 |
| Board declassification amendment | 90,739,774 | 8,785 | 38,061 | 2,361,359 |
Guidance, Outlook, Risks, and Unusual Items
The filing contains no financial guidance or business outlook. The principal governance change is the planned elimination of the classified board structure by 2026, which may affect board election timing and stockholder governance rights.
Investor Verification Items
- Review Exhibits 3.1 and 3.2 for the complete Restated Certificate of Incorporation and the precise amendment language.
- Confirm the stated sequence of effectiveness dates: June 6, June 7, and June 8, 2022.
- Assess the implications of board declassification and removal of supermajority voting provisions for future corporate actions.
- Verify the proxy statement disclosures incorporated by reference for detailed proposal terms and voting requirements.