Grocery Outlet Holding Corp.

8-K · go-20260601.htm iXBRL

0001771515 2026-06-01 2026-06-01

 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):
 June 1, 2026
   

 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) (I.R.S. Employer
Identification No.)
 5650 Hollis Street ,
 Emeryville , California
 94608
 (Address of principal executive offices) (Zip Code)
 ( 510 )  845-1999

 (Registrant's telephone number, including area code)

 ___________________________________
 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.  ☐

 Item 5.07 Submission of Matters to a Vote of Security Holders.
 (a)    The Company held its 2026 annual meeting of stockholders (the "Annual Meeting") on June 1, 2026.
 (b)    The voting results from the Annual Meeting were as follows:
 1. Each of the following ten directors were re-elected to the Company's Board of Directors, to serve until the Company's 2027 annual meeting of stockholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service. Each director received the number of votes set forth below.

 Name For Against
 Abstain
 Broker
Non-Vote
 Frances L. Allen 80,439,794  434,267  231,868  7,386,601 
 John "Jeb" E. Bachman 80,151,617  727,576  226,736  7,386,601 
 Mary Kay Haben 76,889,676  3,985,086  231,167  7,386,601 
 Carey F. Jaros 79,949,819  924,420  231,690  7,386,601 
 Michael K. Kobayashi 80,285,000  594,493  226,436  7,386,601 
 Eric J. Lindberg, Jr. 71,285,585  9,598,222  222,122  7,386,601 
 Lawrence "Chip" P. Molloy 80,205,199  668,999  231,731  7,386,601 
 Jason Potter 80,330,367  572,989  202,573  7,386,601 
 Felicia D. Thornton 80,448,816  425,807  231,306  7,386,601 
 Jeffrey R. York 70,124,702  10,773,593  207,634  7,386,601 

 2. The ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending January 2, 2027 was approved by stockholders. The voting results were as follows:

 For Against
 Abstain

 88,142,042  158,385  192,103 

 3. The non-binding advisory resolution on the compensation of the Company’s named executive officers for the fiscal year ended January 3, 2026 was approved by stockholders. The voting results were as follows:

 For Against
 Abstain
 Broker
Non-Vote
 79,042,800  1,842,674  220,455  7,386,601 

 4. The stockholders approved a non-binding advisory resolution to hold future advisory votes on the compensation of the Company’s named executive officers every year. Stockholders had the option of recommending an advisory vote every year, every two years, or every three years or abstaining from making a recommendation. Each option received the number of votes set forth below.

 One Year Two Years Three Years Abstain
 Broker
Non-Vote
 80,293,428  12,814  734,033  65,654  7,386,601 

 In consideration of the stockholder vote, the Company has determined to hold future votes on executive compensation every year until the next stockholder vote on the frequency of these votes.

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

 Grocery Outlet Holding Corp.

 Date: June 3, 2026 By: /s/ Luke D. Thompson
 Name: Luke D. Thompson
 Title: Executive Vice President, General Counsel and Secretary