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):

July 19, 2019 (July 17, 2019)

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))

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, $1.00 par value	RAD	The New York Stock Exchange

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 2019 Annual Meeting of Stockholders on July 17, 2019. 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
Bruce G. Bodaken	17,063,443	4,553,812	189,321	26,154,410
Elizabeth ‘Busy’ Burr	18,684,447	2,895,480	226,649	26,154,410
Robert E. Knowling, Jr.	17,832,630	3,744,602	229,344	26,154,410
Kevin E. Lofton	17,339,793	4,249,643	217,140	26,154,410
Louis P. Miramontes	17,858,061	3,720,951	227,564	26,154,410
Arun Nayar	17,874,787	3,709,809	221,980	26,154,410
Katherine Quinn	18,632,219	2,948,721	225,636	26,154,410
Marcy Syms	16,742,144	4,871,008	193,424	26,154,410

(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
	39,944,306		6,763,878		1,252,802		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 2019 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
	14,979,260		6,533,284		294,032		26,154,410

(d)	The stockholders approved a stockholder proposal seeking a By-Law amendment for a 10% ownership threshold for stockholders to call special meetings. 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
	13,021,421		8,579,251		205,904		26,154,410

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.