form8k.htm
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 of earliest event reported):
July 1, 2015 (June 25, 2015)

Rite Aid Corporation
(Exact name of registrant as specified in its charter)

Delaware
1-5742
23-1614034
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification Number)
 
30 Hunter Lane, Camp Hill, Pennsylvania 17011
(Address of principal executive offices, including zip code)

(717) 761-2633
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):
 
[ ]
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))


 
 
 

 
Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 29, 2015, Robert K. Thompson, the Company’s Executive Vice President of Store Operations, announced his retirement effective in January 2016.  From now until August 3, 2015, Mr. Thompson will remain in his current position.  Beginning on August 3, 2015, Mr. Thompson will focus on the leadership transition and supporting the Company’s initiatives to create a consistently outstanding Rite Aid experience for customers and associates.  Accordingly, Mr. Thompson will no longer be classified as an executive officer after August 3, 2015.  In his new role, Mr. Thompson will continue to receive his current base salary and a prorated current target bonus opportunity for achieved fiscal year 2016 performance.

Item 5.07.  Submission of Matters to a Vote of Security Holders.

Rite Aid held its 2015 Annual Meeting of Stockholders on June 25, 2015.  The following is a summary of the matters voted on at that meeting.

(a)
The stockholders elected Rite Aid’s nominees to the Board of Directors.  The persons elected to Rite Aid’s Board of Directors and the number of shares cast for, the number against, the number abstaining and broker non-votes, with respect to each of these persons, were as follows:

Name
  
For
  
Against
  
Abstain
  
Broker Non-Votes
Joseph B. Anderson, Jr.
  
587,540,010
  
7,521,089
  
1,126,262
  
279,539,153
Bruce G. Bodaken
  
591,327,945
  
3,321,706
  
1,537,710
  
279,539,153
David R. Jessick
  
591,806,579
  
3,176,825
  
1,203,957
  
279,539,153
Kevin E. Lofton
  
592,240,221
  
2,460,897
  
1,486,243
  
279,539,153
Myrtle S. Potter
  
590,658,392
  
4,077,922
  
1,451,047
  
279,539,153
Michael N. Regan
  
591,850,195
  
3,064,076
  
1,273,090
  
279,539,153
Frank A. Savage
  
591,586,613
  
3,069,681
  
1,531,067
  
279,539,153
John T. Standley
  
582,338,458
  
12,103,037
  
1,745,866
  
279,539,153
Marcy Syms
  
591,124,917
  
3,994,601
  
1,067,843
  
279,539,153

(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
860,858,568
  
11,908,478
  
2,959,468
  
0

(c)
The stockholders approved, on an advisory basis, the compensation of Rite Aid’s Named Executive Officers as set forth in Rite Aid’s proxy statement for the 2015 Annual Meeting of Stockholders.  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
568,269,453
  
24,508,528
  
3,409,380
  
279,539,153


 
 
 


(d)
The stockholders approved a stockholder proposal relating to accelerated vesting of performance awards.  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
346,025,435
  
246,335,814
  
3,826,112
  
279,539,153

(e)
The stockholders did not approve a stockholder proposal relating to proxy access.  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
222,182,812
  
370,229,911
  
3,774,638
  
279,539,153

(f)
The stockholders did not approve a stockholder proposal relating to an independent chairman introduced from the floor by Mr. Steven Krol.  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
0
  
596,187,361
  
0
  
279,539,153

(g)
The stockholders did not approve a stockholder proposal relating to limiting the number of outside boards or associations on which a senior executive may serve introduced from the floor by Mr. Steven Krol.  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
0
  
596,187,361
  
0
  
279,539,153

 

 
 
 

 
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 hereto duly authorized.

Date: July 1, 2015
By:
/s/ Marc A. Strassler
  
 
Name:    
Marc A. Strassler
  
 
Title:
Executive Vice President, Secretary and
General Counsel