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Date of report (Date of earliest event reported): August 27, 2020 (August 26, 2020)


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)



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


(d)            On August 26, 2020, the Board of Directors (the “Board”) of Rite Aid Corporation (the “Company”), upon the recommendation of the Nominating and Governance Committee of the Board, increased the size of the Board from eight to nine members and appointed Bari Harlam as an independent director of the Company, effective as of September 1, 2020, to fill the newly created vacancy.  Ms. Harlam’s term will expire at the Company’s 2021 Annual Meeting of Stockholders, at which time she will be subject to re-election to the Board by a vote of the Company’s stockholders, or until her earlier resignation or removal.


Ms. Harlam currently serves as a member of the Board of Directors of Eastern Bank Corporation (which is currently undergoing a conversion from the mutual to the stock form of organization and will be known as Eastern Bankshares, Inc.), OneWater Marine, Inc., Mohawk Group, Inc., and Champion Petfoods, LP. In August 2020, she co-founded Trouble LLC, a pro-social, experience brand. From April 2018 through March 2020, Ms. Harlam served as EVP, Chief Marketing Officer North America at Hudson’s Bay Company. Prior to her time at Hudson’s Bay Company, she was EVP, Membership, Marketing & Analytics at BJ’s Wholesale Club from July 2012 to December 2016. Before joining BJ’s Wholesale Club, she served as Chief Marketing Officer at Swipely, now called Upserve, from August 2011 to July 2012 and prior to that, she served as SVP, Marketing at CVS Health from 2000 to August 2011. Early in her career, she was a Professor at Columbia University from July 1989 to July 1992 and The University of Rhode Island from July 1992 to July 2000. In addition, she was an Adjunct Professor at The Wharton School at The University of Pennsylvania from January 2015 to May 2018. She received a Bachelor of Science in Marketing and Decision Sciences, a Master of Science in Econometrics and a Ph.D. in Marketing from The University of Pennsylvania, The Wharton School.


Ms. Harlam has been appointed to the Nominating and Governance Committee of the Board.  Ms. Harlam was not selected as a director pursuant to any arrangement or understanding with any other person.  Ms. Harlam has not been party to any reportable transactions with the Company pursuant to Item 404(a) of Regulation S-K.  As a non-employee director, Ms. Harlam will receive compensation in accordance with the Company’s policies for compensating non-management directors. A description of the compensation payable to the Company’s non-management directors was included in the Company’s proxy statement for the 2020 Annual Meeting of Stockholders.


Item 7.01.  Regulation FD Disclosure.


On August 27, 2020, the Company issued a press release announcing the matters described in Item 5.02. A copy of the Company’s press release is being furnished as Exhibit 99.1 to this Form 8-K.


The information (including Exhibit 99.1) being furnished pursuant to this “Item 7.01 Regulation FD Disclosure” shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.


Item 9.01.  Financial Statements and Exhibits.


(d) Exhibits.


  99.1   Press Release dated August 27, 2020
  104   Cover Page Interactive Data File (formatted as inline XBRL).






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.


Date: August 27, 2020 By: /s/ Paul D. Gilbert
  Name: Paul D. Gilbert
  Title: Executive Vice President, Secretary and General Counsel



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