Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 12, 2022, Rite Aid Corporation (the "Company" or "Rite Aid")
announced that Brian Hoover, the Company's Chief Accounting Officer, will retire
from Rite Aid, effective January 13, 2023.
On September 6, 2022, Steven K. Bixler was appointed to succeed Mr. Hoover as
Chief Accounting Officer, effective January 13, 2023.
Mr. Bixler, age 43, has served as Vice President of Financial Accounting of the
Company since June 2020. Prior to that, Mr. Bixler served as the Senior Director
of Inventory and Revenue Accounting from March 2011 to June 2020. Mr. Bixler is
a Certified Public Accountant (CPA).
In connection with Mr. Bixler's appointment, the Company has provided an offer
letter to Mr. Bixler, pursuant to which his annual base salary will be $290,000,
effective as of January 13, 2023, and his target annual bonus opportunity will
be set at 50% of base salary, prorated for the current fiscal year of the
Company and based on Rite Aid's achievement of pre-determined performance goals
in the fiscal year. Mr. Bixler will also be recommended for participation in the
Company's executive long-term incentive program commencing in the Company's 2024
fiscal year, as applicable to the SVP, Chief Accounting Officer role, with his
target long-term incentive award opportunity set at 75% of base salary.
There are no arrangements or understandings between Mr. Bixler and any other
persons pursuant to which he was appointed the Company's Chief Accounting
Officer. There are no family relationships between Mr. Bixler and any director
or executive officer of the Company, or any person chosen by the Company to
become a director or executive officer. There are no related person transactions
in respect of the Company of the kind described in Item 404(a) of Regulation S-K
in which Mr. Bixler has a material interest.
Item 7.01. Regulation FD Disclosure.
On September 12, 2022, the Company issued a press release announcing Mr.
Hoover's retirement and the appointment of Mr. Bixler as Chief Accounting
Officer. A copy of this press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended
to be furnished and shall not be deemed "filed" for 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, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Exhibit
10.1 Offer Letter, dated September 11, 2022, by and between Rite Aid
Corporation and Steven K. Bixler
99.1 Press Release dated September 12, 2022
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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