Current Report Filing (8-k)
July 09 2021 - 05:13PM
Edgar (US Regulatory)
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0000084129
2021-07-07
2021-07-07
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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 7, 2021
Rite Aid Corporation
(Exact name of registrant as specified in
its charter)
Delaware
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1-5742
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23-1614034
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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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
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Trading
Symbol(s)
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Name of each exchange on which
registered
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Common Stock, $1.00 par value
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RAD
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The New York Stock Exchange
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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.
At
the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Rite Aid Corporation (“Rite Aid”) held on July
7, 2021, the stockholders of Rite Aid approved an amendment and restatement of the Rite Aid Corporation 2020 Omnibus Equity Incentive
Plan (the “2020 Plan,” and as amended and restated, the “Amended and Restated 2020 Plan”) to increase by 2,700,000
shares the number of shares of Rite Aid’s common stock reserved for issuance under the 2020 Plan.
A
summary of the material terms of the Amended and Restated 2020 Plan was included in Rite Aid’s definitive proxy statement filed with the Securities and Exchange Commission on May 20, 2021 (the “Definitive Proxy Statement”) in connection with the Annual
Meeting, under the section entitled “Proposal No. 4—Approval of the Rite Aid Corporation Amended and Restated 2020 Omnibus
Equity Incentive Plan” beginning on page 78 of the Definitive Proxy Statement. The summary of the Amended and Restated 2020 Plan
in the Definitive Proxy Statement is qualified in its entirety by reference to the full text of the Amended and Restated 2020 Plan, which
is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item
5.07. Submission of Matters to a Vote of Security Holders.
The
following is a summary of the matters voted on at the Annual Meeting.
(a)
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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:
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Name
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For
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Against
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Abstain
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Broker Non-Votes
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Bruce G. Bodaken
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22,648,437
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4,127,743
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161,763
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14,229,522
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Elizabeth “Busy” Burr
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24,215,599
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2,357,841
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364,503
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14,229,522
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Heyward Donigan
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24,438,294
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2,187,040
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312,609
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14,229,522
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Bari Harlam
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24,177,020
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2,393,971
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366,952
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14,229,522
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Robert E. Knowling, Jr.
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23,798,470
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2,759,738
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379,735
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14,229,522
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Kevin E. Lofton
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22,809,958
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3,959,222
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168,763
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14,229,522
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Louis P. Miramontes
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23,946,747
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2,587,523
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403,673
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14,229,522
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Arun Nayar
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24,247,702
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2,296,765
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393,476
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14,229,522
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Kate B. Quinn
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24,193,683
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2,396,556
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347,704
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14,229,522
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(b)
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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:
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For
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Against
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Abstain
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Broker Non-Votes
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37,862,140
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2,679,058
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626,267
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0
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(c)
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The stockholders approved, on an advisory basis,
the compensation of Rite Aid’s Named Executive Officers as set forth in the Definitive Proxy Statement. 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:
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For
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Against
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Abstain
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Broker Non-Votes
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22,281,448
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4,217,916
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438,579
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14,229,522
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(d)
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The
stockholders approved the Amended and Restated 2020 Plan as set forth in the Definitive Proxy Statement. The number of shares cast in favor of the adoption of the Amended and Restated 2020 Plan, the number against, the number
abstaining and broker non-votes were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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21,156,066
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5,398,827
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383,050
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14,229,522
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(e)
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The
stockholders did not approve a stockholder proposal, introduced from the floor by Mr. Steven Krol, requesting the Board of Directors
report in the annual proxy statement on Rite Aid’s latest J.D. Power customer satisfaction ranking (or equally respected independent
source) and steps to be implemented if Rite Aid is not ranked in the top two brick and mortar pharmacies. The number of shares cast in
favor of the stockholder proposal, the number against, the number abstaining and broker non-votes were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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45,764
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26,892,179
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0
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14,229,522
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Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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104
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Cover
Page Interactive Data File (embedded within the Inline XBRL document).
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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 hereunto duly authorized.
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RITE AID CORPORATION
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Dated: July 9, 2021
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By:
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/s/
Matthew C. Schroeder
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Name:
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Matthew C. Schroeder
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Title:
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Executive Vice President and Chief Financial Officer
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