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
A summary of the material terms of the 2020 Plan was included in
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
nominees toRite 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
Aid's independent registered public accounting firm. The number of shares cast in favor of the ratification ofDeloitte & 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 ofRite 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 ofRite 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
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 ofRite Aid's Definitive Proxy Statement on Schedule 14A, filed onJune 10, 2022 ).
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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