On April 25, 2023, Norman S. Matthews provided notice to the board of directors (the "Board") of Grocery Outlet Holding Corp. (the "Company") of his decision, effective June 20, 2023, to retire as a Class III member of the Board and as a member of the Compensation Committee and the Nominating and Corporate Governance Committee of the Board. Mr. Matthews' retirement was not due to any disagreement with the Company's operations, policies or practices.

As a result of the retirement of Mr. Matthews from the Board, the Board approved the reduction of (i) the Board size from 11 directors to 10 directors, (ii) the Compensation Committee from four directors to three directors, and (iii) the Nominating and Corporate Governance Committee from four directors to three directors, each effective June 20, 2023.