Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

At the 2022 Annual Meeting of Stockholders (the "Annual Meeting") of Rite Aid Corporation ("Rite Aid") held on July 27, 2022, the stockholders of Rite Aid approved an amendment to the Rite Aid Corporation Amended and Restated 2020 Omnibus Equity Incentive Plan (the "2020 Plan") to increase by 3,250,000 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 2020 Plan was included in Rite Aid's definitive proxy statement filed with the U.S. Securities and Exchange Commission on June 10, 2022 (the "Definitive Proxy Statement") in connection with the Annual Meeting, under the section entitled "Proposal No. 4-Approval of an Amendment to the Rite Aid Corporation Amended and Restated 2020 Omnibus Equity Incentive Plan" beginning on page 70 of the Definitive Proxy Statement. The summary of the 2020 Plan in the Definitive Proxy Statement is qualified in its entirety by reference to the full text of the 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) The stockholders elected Rite Aid's nominees to the Board of Directors. The


    nominees to Rite Aid's Board of Directors and the number of shares cast for,
    the number withheld and broker non-votes, with respect to each of these
    persons, were as follows:




Board Nominees



Name                            For           Withheld        Broker Non-Votes
Bruce G. Bodaken              16,362,574       3,836,182          15,832,713
Elizabeth "Busy" Burr         17,024,407       3,174,349          15,832,713
Heyward Donigan               17,039,309       3,159,447          15,832,713
Bari Harlam                   16,837,242       3,361,514          15,832,713
Robert E. Knowling, Jr.       16,813,790       3,384,966          15,832,713
Louis P. Miramontes           16,767,389       3,431,367          15,832,713
Arun Nayar                    16,741,469       3,457,287          15,832,713
Kate B. Quinn                 17,119,349       3,079,407          15,832,713




Stockholder Nominee



Name                For      Withheld      Broker Non-Votes
Scott Klarquist        0           0                   0

(b) 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:




    For            Against        Abstain      Broker Non-Votes
  32,402,039       2,669,653       959,777                 0

(c) 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:




    For            Against        Abstain       Broker Non-Votes
  15,589,659       3,681,128       927,969          15,832,713

(d) The stockholders approved an amendment to increase by 3,250,000 shares the


    number of shares of Rite Aid's common stock reserved for issuance under the
    2020 Plan as set forth in the Definitive Proxy Statement. The number of
    shares cast in favor of the adoption of the amendment to the 2020 Plan, the
    number against, the number abstaining and broker non-votes were as follows:




    For            Against        Abstain       Broker Non-Votes
  15,380,258       3,914,941       903,557          15,832,713

(e) The stockholders did not approve the amendments to the Rite Aid Corporation


    Amended and Restated Certificate of Incorporation to eliminate the
    supermajority voting provisions contained therein as set forth in the
    Definitive Proxy Statement. The number of shares cast in favor of the
    adoption of the amendment to the Plan, the number against, the number
    abstaining and broker non-votes were as follows:




    For            Against        Abstain       Broker Non-Votes
  16,288,704       3,051,620       858,432          15,832,713

(f) The stockholders approved a stockholder proposal to eliminate supermajority


    voting provisions in the Certificate of Incorporation as set forth in the
    Definitive Proxy Statement. The number of shares cast in favor of the
    stockholder proposal, the number against, the number abstaining and broker
    non-votes were as follows:




    For            Against        Abstain       Broker Non-Votes
  12,625,042       6,664,270       909,444          15,832,713

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



10.1     Rite Aid Corporation Amended and Restated 2020 Omnibus Equity Incentive
       Plan (incorporated by reference to Appendix B of Rite Aid's Definitive
       Proxy Statement on Schedule 14A, filed on June 10, 2022).

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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