Current Report Filing (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): May 26, 2020

SpartanNash Company

(Exact Name of Registrant as Specified in Charter)

Michigan

000-31127

38-0593940

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification no.)

850 76^th Street, S.W.

P.O. Box 8700

Grand Rapids, Michigan

49518-8700

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (616) 878-2000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

SPTN

NASDAQ Global Select Market

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:

☐	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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 20, 2020, SpartanNash Company (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders approved the adoption of the SpartanNash Company Stock Incentive Plan of 2020 (the “Plan”). The description of the Plan contained in the Company’s Definitive Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (the “Commission”) on April 8, 2020 is incorporated by reference herein.

Item 5.07Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s shareholders voted on the matters set forth below:

1.	All of the nominees for election to the Board of Directors were elected, each for a term of office expiring at the annual meeting of shareholders to be held in 2021, by the following vote:


	Votes Cast
	Votes Cast
Director Name	For	Withheld	Broker Non-Votes
M. Shân Atkins	27,018,101	1,241,479	3,384,664
Dennis Eidson	27,713,541	546,039	3,384,664
Frank M. Gambino	27,213,729	1,045,851	3,384,664
Douglas A. Hacker	27,837,144	422,436	3,384,664
Yvonne R. Jackson	27,459,057	800,523	3,384,664
Matthew Mannelly	27,874,831	384,749	3,384,664
Elizabeth A. Nickels	27,282,267	977,313	3,384,664
Hawthorne L. Proctor	28,143,545	116,035	3,384,664
William R. Voss	27,765,203	494,377	3,384,664

2.	Shareholders approved the adoption of the Plan, as described above, by the following vote, with 93.08% of total votes cast on the proposal (excluding broker non-votes) voting “FOR” adoption of the Plan:

Votes for	26,305,244
Votes against	1,849,538
Abstentions	104,798
Broker Non-Votes	3,384,664

Shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement, by the following vote, with 91.48% of total votes cast on the proposal (excluding broker non-votes) voting “FOR” approval of the compensation of the Company’s named executive officers:

Votes for	25,851,752
Votes against	2,231,383
Abstentions	176,445
Broker Non-Votes	3,384,664

Shareholders approved a proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent auditors for the current fiscal year ending January 2, 2021 by the following vote, with 95.88% of total votes cast on the proposal voting “FOR” approval of the ratification of the selection of the Company’s independent auditors:

Votes for	30,339,232
Votes against	1,251,921
Abstentions	53,092
Broker Non-Votes	0

Item 7.01Regulation FD Disclosure.

On May 26, 2020, the Company issued a press release announcing the results of voting at the Annual Meeting. The press release is attached to this report as Exhibit 99.1 and is incorporated here by reference.

The information reported in this Item 7.01 (including the press releases) is furnished to and not "filed" with the Commission for the purposes of the Securities Exchange Act of 1934, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits: The following document is attached as an exhibit to this report on Form 8-K:


Exhibit No.		Description
99.1		Press Release dated May 26, 2020.
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 thereunto duly authorized.