GENERAL INFORMATION ABOUT THE MEETING
Who may attend the meeting
Only the Companys shareholders, their duly-appointed proxies and invited guests may attend the meeting. If you are a shareholder of record,
you must bring the admission ticket attached to your proxy card or your notice of availability of proxy materials to be admitted to the meeting. Street name shareholders must bring a copy of a brokerage statement reflecting stock
ownership as of March 26, 2018. All attendees must present a valid drivers license or other federal or state issued photo identification.
Who may vote
You may vote at the Annual Meeting if you were a shareholder of
record of SpartanNash common stock at the close of business on March 26, 2018. Each shareholder is entitled to one vote per share of SpartanNash common stock on each matter presented for a shareholder vote at the meeting. As of March 26,
2018, there were 36,133,410 shares of SpartanNash common stock outstanding.
How to vote
Registered Holders:
If you are a registered shareholder (i.e., you own your shares directly and not through a broker or bank), SpartanNash
offers you the convenience of voting through the Internet or by telephone, 24 hours a day, seven days a week. You may also vote by mail.
Internet Voting.
You may vote via the Internet by visiting www.envisionreports.com/SPTN. You may navigate to the online voting site by
clicking the Cast Your Vote button. Have the instructions attached to your proxy card ready when you access the site and follow the prompts to record your vote. This vote will be counted immediately and there is no need to send in your
proxy card. Votes cast by Internet must be received by 1:00 a.m. Eastern Daylight Time on May 23, 2018.
Telephone
Voting.
To vote by telephone, dial the toll-free number on the instructions attached to your proxy card and listen for further directions. You must have a touch-tone phone. Telephonic votes will be counted immediately and there is no need to
send in your proxy card. Votes cast by telephone must be received by 1:00 a.m. Eastern Daylight Time on May 23, 2018.
Voting
by Mail.
You may request a printed copy of your proxy card. If you properly sign and return the proxy card to the designated address, the shares represented by that proxy card will be voted at the Annual Meeting and at any adjournment of the
meeting. Votes cast by mail must be received no later than the start of the meeting.
If you specify a choice on the proxy card that you return for
voting, your shares will be voted as specified. If you do not specify a choice, your shares will be voted for election of each of the nominees named in this proxy statement, and for each of the proposals described in this proxy statement. If any
other matter comes before the meeting, your shares will be voted in the discretion of the persons named as proxies on the proxy card.
Street Name Holders:
You hold your shares in street name if your shares are registered in the name of a bank, broker or other
nominee (which we will collectively reference as your broker). If you hold your shares in street name, then your broker must vote your street name shares in the manner you direct if you provide your broker with proper and timely voting
instructions.
PLEASE
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6
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SpartanNash Company Proxy Statement
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GENERAL
INFORMATION ABOUT THE MEETING (contd)
USE THE VOTING FORMS AND INSTRUCTIONS PROVIDED BY YOUR BROKER OR ITS AGENT. These forms and instructions typically permit you to give voting instructions by telephone or Internet, using a
number or Internet address provided by the broker.
You will NOT be able to vote street name shares using the internet address or telephone numbers established for registered shareholders as described under Registered Holders. If you
are a street name holder and later want to change your vote, you must contact your broker.
Please note that you may
NOT vote shares held in street name in person at the Annual Meeting unless you request and receive a valid proxy from your broker.
Failure to Vote
If you are
a registered shareholder (i.e., you own your shares directly and not through a broker) and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the Annual Meeting.
If you hold your shares in street name and do not provide timely voting instructions to your broker, then your broker or bank may vote your shares
only on routine matters, such as the ratification of the Companys independent public accounting firm. NYSE rules applicable to its member firms provide that your broker may not vote uninstructed shares on a discretionary basis on
non-routine
matters, such as the election of directors or proposals relating to executive compensation. In such cases, the broker can register your shares as being present at the Annual Meeting for purposes of
determining the presence of a quorum, but will not be able to vote on
non-routine
matters. This is called a broker
non-vote.
Revoking a Proxy
You may revoke your proxy
at any time before it is voted at the meeting by taking any of the following four actions:
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by delivering written notice of revocation to the Companys Secretary, 850 76th Street, S.W., P.O. Box 8700, Grand Rapids, Michigan 49518-8700;
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by delivering a proxy card bearing a later date than the proxy that you wish to revoke;
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by casting a subsequent vote via telephone or the Internet, as described above; or
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by attending the meeting and voting in person.
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Merely attending the meeting will not, by itself, revoke your proxy; you must cast a subsequent vote at the meeting using forms provided at the meeting for that purpose. Your last valid vote that we receive before
or at the Annual Meeting is the vote that will be counted.
Adjournment
The shareholders present at the meeting, in person or by proxy, may, by a majority vote, adjourn the meeting despite the absence of a quorum. Shares
represented by proxy may be voted in the discretion of the proxy holder on a proposal to adjourn the meeting. If a quorum is not present at the meeting, we expect the Chairman of the Board to adjourn the meeting to solicit additional proxies, as is
authorized under the Companys Bylaws.
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7
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SpartanNash Company Proxy Statement
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CORPORATE
GOVERNANCE PRINCIPLES (contd)
The Board engages in self-evaluation annually, using two processes in alternate years. In one year, the Board
evaluates and assesses Committee performance and overall Board performance. In alternate years, the Board conducts a peer review process of individual directors. The Board believes that these processes help promote a culture of objective and robust
discussion and deliberation.
The Board of Directors Role in Risk Oversight
Management of risk is the direct responsibility of the Companys senior leadership team. The Board of Directors is responsible for overseeing the
Companys risk management and risk mitigation. In its oversight of the Companys risk-management process, the Board seeks to ensure that the Company is informed and deliberate in its risk-taking. The Companys primary mechanisms for
risk management are the Companys enterprise risk management program (ERM), its internal audit program, strategic review sessions held between the Board and management, and the Companys external audit by an independent
accounting firm.
The Board of Directors continuously analyzes the Companys strategic plan and objectives with management. As part of this
process, the Board and management identify and assess strategic risks attendant to initiatives such as acquisitions and divestitures, major investments, financings and capital commitments.
The Board implements its risk oversight function both as a whole and through Committees, which meet regularly and report back to the full Board. In particular:
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The Audit Committee oversees risks related to the Companys financial statements, the financial reporting process, accounting and legal matters. The Audit
Committee oversees the Companys internal audit and ethics programs, including the Companys Code of Conduct. On a regular basis, the Audit Committee members meet independently with the Companys head of internal audit and
representatives of the independent auditing firm and the Companys Chief Financial Officer.
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The Compensation Committee evaluates the risks and rewards associated with the Companys compensation philosophy and programs. The Compensation Committee
reviews and approves compensation programs with features that mitigate risk without impairing the overall incentive nature of the compensation. The Compensation Committee also reviews senior leadership succession planning.
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The Nominating and Corporate Governance Committee regularly reviews the Companys governance structure and practices to promote the long-term interests of
shareholders.
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Board Leadership Structure
The Nominating and Corporate Governance Committee and the Board of Directors periodically evaluate the leadership structure of the Board of Directors in light of a variety of factors that the Board considers
important, including the Companys current Board composition, the experience and skills of our management team, continuity of leadership, and other factors.
The Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, has determined that at this time it is in the best interests of the Company and its shareholders to separate the
roles of Chief Executive Officer and Chairman of the Board in recognition of the differences between the two roles. The Chief Executive Officer is responsible for
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SpartanNash Company Proxy Statement
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CORPORATE
GOVERNANCE PRINCIPLES (contd)
setting the strategic direction for the Company and the day to day leadership and performance of the Company, while the Chairman of the Board provides guidance to the Chief Executive Officer and
sets the agenda for Board meetings and presides over meetings of the full Board.
The Company believes that continuity of leadership promotes long-term
strategic thinking, stability, and helps preserve institutional knowledge. Therefore, for the past two CEO successions, the outgoing CEO has served as Chairman of the Board. This has allowed the Chairman to draw upon his experience as CEO to provide
guidance to and share knowledge with the current CEO.
The Board has elected a Lead Independent Director from among the independent directors.
Presently, the Lead Independent Director is Timothy ODonovan. The role of the Lead Independent Director is to aid and assist the Chairman and the rest of the Board in assuring effective corporate governance in managing the affairs of the Board
and the Company.
Committee Charters
The Board has appointed three chartered committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The Board has approved a written committee charter for
each of these committees. The charters define basic principles regarding each committees organization, purpose, authority and responsibilities. The charters for the Audit, Compensation, and Nominating and Corporate Governance Committees are
available in the Investor Relations Corporate Governance section of our website, www.spartannash.com.
Director
Attendance
Each director is expected to make every effort to personally attend every Board meeting and every meeting of each Committee on which he
or she serves as a member.
SpartanNashs Board of Directors held five meetings during 2017. In 2017, each director attended at least 80% of the
meetings of the Board of Directors and the committees on which he or she served. The Board is scheduled to meet at least quarterly and may meet more frequently. Independent directors meet in executive sessions, without the presence of management, at
each regularly scheduled Board meeting.
Directors are also expected to attend the Annual Meeting in person unless compelling personal circumstances
prevent attendance. All of the Companys directors then in office attended the 2017 Annual Meeting.
Hedging and Pledging
Prohibited
The Board has adopted a policy that prohibits an executive officer or director of the Company from purchasing any financial instrument or
entering into any transaction that is designed to hedge or offset any decrease in the market value of the Companys common stock or other equity securities (including, but not limited to, prepaid variable forward contracts, equity swaps,
collars, or exchange funds).
In addition, the Companys executive officers and directors are not permitted to pledge, or otherwise encumber shares
of the Companys common stock or other equity securities as collateral
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14
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SpartanNash Company Proxy Statement
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CORPORATE
GOVERNANCE PRINCIPLES (contd)
Succession Planning
Under our Corporate Governance Policy, the Board of Directors maintains and periodically reviews a succession plan for the Companys Chief Executive Officer and such other executive officers as it deems
appropriate to manage the continuity of leadership in the execution of the Companys business strategies. The succession plans are based upon recommendations of the Compensation Committee, with input from the Nominating and Corporate Governance
Committee.
Board and Management Communication
SpartanNash is committed to open and effective communication between the Board and management. Directors are encouraged to consult with any SpartanNash manager or associate and may visit Company facilities without
the approval or presence of corporate management. The Board is required to dedicate a substantial portion of at least one meeting per year to discussions with management regarding the Companys strategic plan.
Director Education
SpartanNash encourages
all of its directors to attend continuing education programs so that they may stay abreast of developments in corporate governance and best practices and further develop their expertise. The Board of Directors expects that each director will attend
periodically an appropriate continuing director education program.
Nominee Qualifications and the Nominations Process
There are no specific or minimum qualifications or criteria for nomination for election or appointment to the Board of Directors. The Nominating and
Corporate Governance Committee identifies and evaluates nominees for director on a
case-by-case
basis, regardless of who recommended the nominee, and has no written
procedures for doing so. The Board has identified certain qualifications, attributes and skills that should be represented on the Board as a whole. These are discussed beginning on page 22.
The Nominating and Corporate Governance Committee may engage and pay fees to third party search firms to assist in identifying possible nominees for director and
providing information to assist the Committee in the evaluation of possible nominees.
The Board of Directors expects that there would be no material
difference in the manner in which the Nominating and Corporate Governance Committee would evaluate a nominee for director that was recommended by a shareholder.
Board Diversity
The Board of Directors believes that SpartanNash and its shareholders are best
served by having a Board of Directors that brings a diversity of education, experience, skills, and perspective to Board meetings. The Board of Directors may consider factors and characteristics that are pertinent to diversity, such as race and
gender, when evaluating nominees to stand for election or
re-election
to the Board. Currently:
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Two of our directors are African-American; and
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Three of our directors are women.
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16
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SpartanNash Company Proxy Statement
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Annual Meeting Proxy Card
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IF YOU HAVE NOT VOTED VIA THE INTERNET
OR
TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN
THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
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A
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Proposals The Board recommends a vote
FOR
all nominees,
FOR
Proposals 2 and 3.
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1.
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Election of Directors:
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For
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Withhold
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For
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Withhold
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For
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Withhold
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01 - M. Shân Atkins
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02 - Dennis Eidson
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03 - Frank M. Gambino
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04 - Douglas A. Hacker
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05 - Yvonne R. Jackson
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06 - Matthew Mannelly
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07 - Elizabeth A. Nickels
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08 - David M. Staples
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09 - Hawthorne L. Proctor
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10 - Gregg A. Tanner
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11 - William R. Voss
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For
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Against
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Abstain
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2.
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Say on Pay - Advisory approval of the Companys executive compensation.
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3.
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Proposal to ratify the appointment of Deloitte & Touche LLP as
independent auditors for the current fiscal year.
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Change of Address
Please print your new address below.
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Comments
Please print your comments below.
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Meeting Attendance
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Mark the box to the right if you plan to attend the Annual Meeting.
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C
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Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below
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Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee,
guardian, or custodian, please give full title.
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Date (mm/dd/yyyy) Please print date below.
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Signature 1 Please keep signature within the box.
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Signature 2 Please keep signature within the box.
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2018 Annual Meeting Admission Ticket
2018 Annual Shareholders Meeting of
SpartanNash Company
Wednesday, May 23, 2018, 9:00 am Eastern Time
JW Marriott Hotel Grand Rapids
235 Louis St. NW, Grand Rapids, Michigan 49503
Admission Ticket Information
SpartanNash Company will
be holding its Annual Meeting of Shareholders on May 23, 2018. The Companys proxy statement provides information regarding the matters that are expected to be voted on at the meeting. Your vote is important to us. Even if you plan to attend
the meeting, please read the enclosed materials and vote through the Internet, by telephone or by mailing the Proxy Card below.
If you plan to attend
the Annual Meeting of Shareholders, you will need to present this ticket or your notice of availability of proxy materials and photo identification to gain entrance to the meeting.
PLEASE NOTE THAT GIFT BAGS, PRODUCT SAMPLES AND REFRESHMENTS ARE NOT OFFERED AT THE MEETING. THERE WILL NOT BE A BUSINESS PRESENTATION AT THE MEETING.
Upon arrival, please present this admission ticket or your notice of availability of proxy materials and photo identification at the registration
desk.
You should send in your proxy or vote electronically even if you plan to attend the meeting.
Telephone and Internet Voting.
On the reverse side of this card are instructions on how to vote through the Internet or by telephone. Please consider voting through one of these methods.
Your vote is recorded as if you mailed in your Proxy. We believe voting through the Internet or by telephone is convenient, and it also saves money.
Thank you in advance for your participation in our 2018 Annual Meeting.
SpartanNash Company
IF YOU HAVE NOT VOTED
VIA THE INTERNET
OR
TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
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Proxy SpartanNash Company
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Notice of 2018 Annual Meeting of Shareholders
JW Marriott Hotel Grand Rapids
235 Louis St. NW
Grand Rapids, Michigan 49503
Proxy Solicited
by Board of Directors for Annual Meeting - May 23, 2018
Dennis Eidson and David M. Staples, or either of them, each with the power of substitution,
are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of SpartanNash Company to be held on May 23, 2018 or at
any postponement or adjournment thereof.
If this Proxy is properly executed, the shares represented by this Proxy will be voted as directed by the
shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of all nominees named on this proxy as directors, and FOR the approval of the proposals identified in this Proxy.
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
(Items to be voted appear on reverse side.)
This card also
serves as voting direction to Fidelity Management Trust Company (Fidelity), as trustee of the SpartanNash Company Savings Plus Plan and the SpartanNash Company Savings Plus Plan for Union Associates. Shares held in these plans will be
voted by Fidelity as directed by the plan participants. Unless otherwise required by law, shares for which Fidelity has not received voting instructions by three business days prior to the meeting date will not be voted.