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 Earliest Event reported): September 2, 2020

 

Grocery Outlet Holding Corp.

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-38950		47-1874201
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5650 Hollis Street

Emeryville, California 94608

(510) 845-1999

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

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:

 

☐	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		Trading Symbol		Name of each exchange on which registered
Common stock, par value $0.001 per share		GO		Nasdaq Global Select Market

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.  ☐

 

 

 

This Current Report on Form 8-K is filed by Grocery Outlet Holding Corp., a Delaware corporation (the “Company”), in connection with the matters described herein.

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 2, 2020, Sameer Narang informed the Company of his decision to resign as a member of the board of directors of the Company (the “Board”) and the Nominating and Corporate Governance Committee of the Board, effective immediately. Mr. Narang’s decision to resign was not due to any disagreement with the Company’s operations, policies or practices.

On September 2, 2020, Matthew B. Eisen informed the Company of his decision to resign as a member of the Board and the Compensation Committee of the Board, effective immediately. Mr. Eisen’s decision to resign was not due to any disagreement with the Company’s operations, policies or practices.

On September 4, 2020, the Board elected Carey F. Jaros to the Board as a Class III director and appointed her to serve as a member of the Board’s Audit and Risk Management Committee, effective on September 4, 2020.

Ms. Jaros will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation policy described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 24, 2020.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

 

Date: September 8, 2020