Additional Proxy Soliciting Materials (definitive) (defa14a)
January 18 2019 - 4:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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Check the appropriate box:
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☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Natu
ral Grocers by Vitamin Cottage,
Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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☒
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No fee required.
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☐
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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NA
T
UR
A
L
G
R
O
C
ERS
BY
VIT
A
MIN
C
OT
T
AGE,
IN
C
.
I
m
portant
Notice
Regarding
the
Availability
of
P
r
ox
y
M
a
terial
s
fo
r
t
he
Annual
M
eeting
of Stockholders
t
o
b
e
h
eld
o
n
M
a
rch
6
, 20
1
9
at
1
:00
p.m.
local time
at
Natural
Grocers
by
Vitamin
Cottage,
Inc.,
Home
Office
Auditorium
12
6
12
W
est
A
l
ameda
P
a
rk
w
a
y
,
Lake
w
ood,
C
olorado
8
0
228
COMPA
N
Y
NU
M
BER
AC
C
O
U
NT
N
U
MB
E
R
CONT
R
OL
N
U
MB
E
R
This
communication
pres
e
n
ts
only
an
overview
of
the
more
complete
proxy
mater
i
als
th
a
t
are
av
a
il
a
b
l
e
to
you
on
the
Internet. We
encourage
you
to
access
and
review
a
ll
of
the
important
infor
ma
t
io
n
containe
d
i
n
t
he
p
r
oxy
m
a
teri
a
ls
before
voting.
I
f you
want
to
receive
a paper
or
e
-
mail
copy
of
the
proxy
materials
,
you
must
re
q
uest
one.
Otherwise
,
you
will
not
receive
a paper
or
e
-
mail
copy.
There
is
no
charge
to
you
for
request
ing
a
copy.
To
facilitate
timely
delive
r
y
,
pl
e
a
se
make
the
request
as in
s
t
ructed
below
bef
o
re
Febru
a
ry
2
5
,
20
1
9
.
Please
visit
http://www.astproxyportal.com/ast/18556/,
where
the
following
materials
are
available
for
view:
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Notice of Annual Meeting of Stockholders
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Form of Electronic Proxy Card
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TO
R
E
QUEST
M
ATERIAL:
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TELEPHONE:
888-Proxy-NA
(88
8
-776-9962)
or
718-92
1
-8562
(
f
or
international
callers)
E-MAIL
:
info@amstock
.
c
om
WE
B
SIT
E
:
h
t
tp
:/
/
ww
w.
a
m
st
o
c
k.
co
m
/
p
r
o
xyservice
s
/requestmaterials.asp
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TO
VOTE:
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O
N
LINE:
To access your online proxy card, please visit
www.
vote
proxy
.com
and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time the day before the meeting date.
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IN
P
E
RS
O
N
:
You may vote your shares in person by attending the Annual Meeting. You may obtain directions to the location of the meeting at
http://investo
r
s.n
a
turalgrocers.com/pro
x
ynotices
.
TELEPHONE:
To vote by telephone, please call toll-free
1
-80
0
-P
R
O
X
IES
(1-800-776-9437) in the United States or
1-71
8
-92
1
-85
0
0
from foreign countries from any touch-tone telephone and follow the instructions. You may vote by telephone until 11:59 PM Eastern Time the day before the meeting.
MAIL
:
You may request a proxy card by following the instructions above.
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THE
BOA
R
D
OF
DI
R
EC
T
O
R
S
R
E
COMME
N
DS
A VOTE
“
F
OR”
THE ELECTION
OF DIRECTORS
AND
“F
OR
”
P
R
OP
OS
ALS
2
,
3
AND
4
.
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1.
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Election of Directors:
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NOMINEES:
Elizabeth Isely
Richard Hallé
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2.
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TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2019.
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3.
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TO approve an amendment to the Natural Grocers by Vitamin Cottage, Inc. 2012 Omnibus Incentive Plan to: (i) increase the aggregate number of shares of common stock reserved for issuance thereunder by 600,000 shares and (ii) extend its term by five years.
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4.
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TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
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In their discretion, the proxies are authorized to vote with respect to matters incident to the conduct of the meeting and upon such other matters as may properly come before the meeting.
P
leas
e
no
te
t
ha
t
yo
u
can
n
o
t
us
e
t
h
i
s
notice
to
vote.
It
is not
a ballot.
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