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How can I change my vote?

        You may revoke your proxy at any time before it is exercised by:

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Delivering to the Secretary a written notice of revocation, dated later than the proxy, before the vote is taken at the Annual Meeting;



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Delivering to the Secretary an executed proxy bearing a later date, before the vote is taken at the Annual Meeting;



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Submitting a proxy on a later date by telephone or via the Internet (only your last telephone or Internet proxy will be counted), before 11:59 p.m. Eastern Daylight Time on October 29, 2018;July 16, 2019; or



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Attending the Annual Meeting and voting in person (your attendance at the Annual Meeting, in and of itself, will not revoke the proxy).

        Any written notice of revocation, or later dated proxy, should be delivered to:

Rite Aid Corporation
30 Hunter Lane
Camp Hill, Pennsylvania 17011
Attention: James J. Comitale, Secretary

        Alternatively, you may hand deliver a written revocation notice, or a later dated proxy, to the Secretary at the Annual Meeting before we begin voting.

        If your shares of Rite Aid common stock are held by a bank, broker, or other nominee, you must follow the instructions provided by the bank, broker, or other nominee if you wish to change your vote.

What is an "abstention" and how would it affect the vote?

        An "abstention" occurs when a stockholder sends in a proxy with explicit instructions to decline to vote regarding a particular matter. Abstentions are counted as present for purposes of determining a quorum. An abstention with respect to the election of directors is neither a vote cast "for" a nominee nor a vote cast "against" the nominee and, therefore, will have no effect on the outcome of the vote. Abstentions with respect to the ratification of Deloitte & Touche LLP as our independent registered public accounting firm, the advisory vote on compensation of our named executive officers, and the vote on the stockholder proposalsproposal will have the same effect as voting "against" the proposal.

What is a broker "non-vote" and how would it affect the vote?

        A broker non-vote occurs when a broker or other nominee who holds shares for the beneficial owner is unable to vote those shares for the beneficial owner because the broker or other nominee does not have discretionary voting power for the proposal and has not received voting instructions from the beneficial owner of the shares. Brokers will have discretionary voting power to vote shares for which no voting instructions have been provided by the beneficial owner only with respect to the ratification of Deloitte & Touche LLP as our independent registered public accounting firm. Brokers will not have such discretionary voting power to vote shares with respect to the election of directors, the advisory vote on the compensation of our named executive officers, and the vote on the stockholder proposals.proposal. Shares that are the subject of a broker non-vote are included for quorum purposes, but a broker non-vote with respect to a proposal will not be counted as a vote cast and will not be counted as a vote represented at the meeting and entitled to vote and, consequently, will have no effect on the

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outcome of the vote. Accordingly, it is particularly important that beneficial owners of Rite Aid shares instruct their brokers how to vote their shares.

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What are the quorum and voting requirements for the proposals?

        In deciding the proposals that are scheduled for a vote at the Annual Meeting, each holder of common stock as of the record date is entitled to one vote per share of common stock. In order to take action on the proposals, a quorum, consisting of the holders of 532,717,34226,914,351 shares (a majority of the aggregate number of shares of Rite Aid common stock) issued and outstanding and entitled to vote as of the record date for the Annual Meeting, must be present in person or by proxy. This is referred to as a "quorum." Proxies marked "Abstain" and broker non-votes will be treated as shares that are present for purposes of determining the presence of a quorum.

Proposal No. 1—Election of Directors

        The affirmative vote of a majority of the total number of votes cast is required for the election of each director nominee named in Proposal No. 1. This means that the votes cast "for" that nominee must exceed the votes cast "against" that nominee. Any shares not voted (whether by abstention, broker non-vote or otherwise) will not be counted as votes cast and will have no effect on the outcome of the vote. For more information on the operation of our majority voting standard, see the section entitled "Board of Directors—Corporate Governance—Majority Voting Standard and Policy."

Proposal No. 2—Ratification of Independent Registered Public Accounting Firm

        The affirmative vote of a majority of the shares represented at the meeting and entitled to vote is required for the ratification of Deloitte & Touche LLP as our independent registered public accounting firm in Proposal No. 2. Any shares represented and entitled to vote at the meeting and not voted (whether by abstention or otherwise) will have the same effect as a vote "against" the proposal.

Proposal No. 3—Advisory Vote on Compensation of Named Executive Officers

        The affirmative vote of a majority of the shares represented at the meeting and entitled to vote is required for the approval of the advisory vote on the compensation of our named executive officers in Proposal No. 3. Any shares represented and entitled to vote at the meeting and not voted (whether by abstention or otherwise) will have the same effect as a vote "against" the proposal. Any broker non-votes with respect to the advisory vote on the compensation of our named executive officers will not be counted as shares represented at the meeting and entitled to vote and, consequently, will have no effect on the outcome of the vote.

Proposal No. 4,4—Stockholder Proposal No. 5 and Proposal No. 6—Stockholder Proposals

        The affirmative vote of a majority of the shares represented at the meeting and entitled to vote is required for the approval of each of the stockholder proposalsproposal in Proposal No. 4, Proposal No. 5 and Proposal No. 6.4. Any shares represented and entitled to vote at the meeting and not voted (whether by abstention or otherwise) will have the same effect as a vote "against" the stockholder proposals.proposal. Any broker non-votes with respect to the stockholder proposalsproposal will not be counted as shares represented at the meeting and entitled to vote and, consequently, will have no effect on the outcome of the vote.

What happens if a quorum is not present at the Annual Meeting?

        If the shares present in person or represented by proxy at the Annual Meeting are not sufficient to constitute a quorum, the stockholders by a vote of the holders of a majority of votes present in person or represented by proxy (which may be voted by the proxyholders) may, without further notice to any

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stockholder (unless a new record date is set), adjourn the meeting to a different time and place to permit further solicitations of proxies sufficient to constitute a quorum.

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Who will count the votes?

        Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes and act as inspectors of election.

Who will conduct the proxy solicitation and how much will it cost?

        We are soliciting proxies from stockholders on behalf of our Board and will pay for all costs incurred by it in connection with the solicitation. In addition to solicitation by mail, the directors, officers and associates of Rite Aid and its subsidiaries may solicit proxies from stockholders of Rite Aid in person or by telephone, facsimile, or email without additional compensation other than reimbursement for their actual expenses.

        We have retained Morrow Sodali, LLC, a proxy solicitation firm, to assist us in the solicitation of proxies for the Annual Meeting. Rite Aid will pay Morrow Sodali a fee of approximately $20,000, plus reasonable out-of-pocket expenses.

        Arrangements also will be made with brokerage firms and other custodians, nominees, and fiduciaries for the forwarding of solicitation material to the beneficial owners of stock held of record by such persons, and we will reimburse such custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses in connection with the forwarding of solicitation materials to the beneficial owners of our stock.

        If you have any questions about voting your shares or attending the Annual Meeting, please call our Investor Relations Department at (717) 975-3710.

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STOCKHOLDER ENGAGEMENT, MANAGEMENT TRANSITION, AND BOARD REFRESHMENT

        FollowingSince the termination of the Albertsons transaction in August 2018 and following the 2018 Annual Meeting, we have engaged in enhanced stockholder outreach efforts. Our independent directors and management together have reached out to 11 of our largest stockholders, owning in the aggregate approximately 38% of Rite Aid shares, and independent directors have engaged directly with six of these stockholders to date, owning in the aggregate approximately 29% of Rite Aid shares. These efforts provided an opportunity for independent directors to hear from stockholders directly regarding their perspectives and concerns. In addition, management has communicated with many retail stockholders and received their feedback. We greatly value the insightful input about the Company that our stockholders have provided in these and other exchanges.exchanges over the past ten months. The feedback from these efforts washas been summarized, shared, and considered by the Nominating and Governance Committee and the full Board.

        Investors raised a number of concerns and the Board has taken significant steps to address these items, with more work to be done.items. Specifically, the principal issues raised by our stockholders related to: (1) Board refreshment, (2) an evaluation of management, (3) corporate governance matters, and (4) the Company's sustainability efforts.

New Board Leadership and Composition

        In the course of our stockholder engagement meetings over the past ten months, stockholders expressed concerns regarding the lack of Board refreshment in recent years, as well as concerns regarding our Board governance. The Board has reviewed its structure in light of the Company's current operating and governance environment and, determined that, effective at the 2018 Annual Meeting, Mr. Standley will bewas succeeded as Chairman of the Board by Bruce G. Bodaken. TheSubsequently, in December 2018, the Board believesamended the Company's By-Laws to provide that Mr. Bodaken will provide excellent leadershipthe Chairman of the Board in his role as Chairman. Mr. Bodaken brings toshall be a director who is independent under the position in-depth knowledge ofNYSE listing standards and the health insurance and managed care industries and more than 20 years of executive leadership skills. Moreover, theCompany's Corporate Governance Guidelines.

        The Board has significantly accelerated its efforts to change the composition of the Board. As part of this process, at the 2018 Annual Meeting, three of the current eight independent directors aredid not standingstand for re-electionreelection and the Board has nominated three new independent directors. Robert E. Knowling, Jr., Louis P. Miramontes and Arun NayarAs a continuation of this process, two new directors were appointed by the Board following the resignation of two of our directors in April 2019. The five directors who have joined the Board over the past eight months will continue to bring fresh perspectives to the Board, as well as public company experience, strategic planning skills and financial expertise.Board. In addition, Mr. Standley has not been nominated for reelection at the Annual Meeting.

        The Board sought to balance the need for new perspectives while retaining the benefit of current members' deep understanding of the Company's business, strategy and challenges. The Board also considered current directors' time availability in light of their other business commitments.        As a result of these changes in the Board's composition, the average tenure of our independent directors will decreasehas decreased from approximately eight years prior to the 2018 Annual Meeting to approximately sixfour years, with a relatively even distribution among new directors directors of medium tenure and directors of longer tenure. Through the Board refreshment process, the Board will increasehas increased the racial and ethnic diversity on the Board, with a majorityhalf of the Board being racially and ethnically diverse.diverse following the Annual Meeting. The Board recognizes that its gender diversity will decrease in connection with this initial stage of refreshment and is committed to considering women candidates and makingalso made gender diversity a priority as part of its ongoingmost recent phase of its refreshment, resulting in the coming year.

        In the coursemore than one-third of this refreshment process, theour Board considered the fact that Joseph B. Anderson, Jr. exceeds the Board's retirement age and decided to waive this requirement for Mr. Anderson's nomination this year. Specifically, the Board concluded that, in light of the number of directors not standing for re-election and the number of new directors nominated for election atbeing women following the Annual Meeting, the Board would benefit from Mr. Anderson's continued service on the Board, as he would bring important experience and knowledge about the Company that would be beneficial as the new Board members continue to gain familiarity with Rite Aid's business. As the Board refreshment processMeeting.

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continues over the next year, the Board does not anticipate waiving this requirement for Mr. Anderson beyond this Annual Meeting.

        Moving forward, the Board refreshment process will continue over the next year to ensure we have the right mix of experience, expertise and fresh perspectives to guide Rite Aid going forward. The Board recognizes that stockholders expect the initial steps we are taking this year in the refreshment process to be the beginning and not the end.

Evaluation of Management

        In the course of our recent engagement efforts, stockholders sought confirmation that the Board has considered and evaluated management.        One of the Board's most important tasks is choosing the Company's Chief Executive Officer. AfterFollowing the 2018 Annual Meeting, the Board continued to engage in rigorous and thoughtful evaluation and discussion regarding the Chief Executive Officer and other management positions. In March 2019, the Company announced a leadership transition and organizational restructuring to better align its structure with the Company's operations and to reduce costs. As part of the leadership transition, the Company announced that the Board has reaffirmed its strongly held belief that John Standley is best situated to serve as Rite Aid'swould be commencing a search process for a new Chief Executive Officer. In making this determination, the Board considered his extensive industry experience and in-depth understanding of all aspects of the Company, including its customers, operations and key business drivers. The Board believes this experience and understanding will be vital to navigating the Company through its current challenges and building stockholder value for the long term, as well as providing stability to the Company's many constituents.

        Our mission is to improve the health and wellness of our communities through engaging experiences that provide our customers with the best products, services and advice to meet their unique needs. To achieve this mission, we are focused on three strategic priorities: serving as the trusted advisor of our pharmacy customers, providing our customers with a convenient and personalized shopping experience and building a winning value proposition for payors and providers.

        In order to achieve these priorities, the Board has been deeply involved in overseeing management's development and implementation of a number of strategic initiatives which are designed to capitalize on Rite Aid's valuable store and pharmacy benefit manager ("PBM") businesses to grow revenues, improve efficiency and drive profitability. This includes taking actions to drive prescription growth and front-end sales by working to expand our access to preferred and limited networks, enhancing our pharmacy clinical capabilities to improve patient outcomes, leveraging our valuable Wellness brand, refining our merchandising efforts and expanding our omnichannel capabilities. In addition, we are focused on expanding PBM EnvisionRxOptions' Medicare Part D business, improving payor relations to stabilize reimbursement rate pressures, obtaining efficient generic drug pricing and continuing to control costs through a leaner, more efficient structure.

        The Board believes that Mr. Standley's knowledge and experience are critical to moving forward quickly on these strategic initiatives, many of which are underway. Going forward, our new Chairman, Bruce G. Bodaken, and our other directors, all of whom are independent directors other than Mr. Standley will continue to serve as Chief Executive Officer of the Board's ongoing role in evaluating Mr. Standley's performance in executing these strategic initiatives, and will work with Mr. StandleyCompany until the appointment of his successor but has not been nominated for reelection to review, evaluate and develop all levels of senior management.

Additional Corporate Governance Changes

        Over the coming year, the Board plans to consider certain corporate governance practices, including items of discussion raised inat the course of our recent stockholder engagement efforts. The Board also will consider the Investor Stewardship Group Principles to determine whether other changes are appropriate as part of the effort to address stockholder concerns relating to corporate governance matters.

        The Board also will consider enhancements to its current oversight of the Company's environmental practices and sustainability efforts. The Company views sustainability business principles

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as partAnnual Meeting. The Company also announced additional management changes, which were effective in March 2019, and consolidated additional senior leadership roles that resulted in the elimination of our overall business strategy, andcertain positions.

Additional Corporate Governance Changes

        Since the 2018 Annual Meeting, the Board receives periodic updates fromhas considered and taken action with respect to certain corporate governance practices. In discussions with stockholders, some stockholders expressed a desire for Rite Aid stockholders to have the right to call a special meeting. In addition, our Nominating and Governance Committee has been monitoring trends and developments relating to special meeting rights. As a result of these discussions and trends, in April 2019, the Board amended the Company's management onBy-Laws to permit special meetings of the stockholders of the Company to be called by stockholders holding at least 20% of the Company's common stock.

        At the 2018 Annual Meeting, stockholders approved a proposal requesting that Rite Aid prepare a sustainability initiatives.report describing the Company's environmental, social and governance ("ESG") risks and opportunities. The Company anticipates that a report describing the Company's ESG risks and opportunities will be released prior to the Annual Meeting. Additional details regarding the Company's consideration of sustainability matters and the related business initiatives the Company has undertaken in recent years are described in the section entitled "Board of Directors—Sustainability."

        At the 2018 Annual Meeting, stockholders approved a proposal requesting that Rite Aid prepare a report describing the corporate governance changes the Company has implemented since 2012 to more effectively monitor and manage financial and reputational risks related to the opioid crisis. The BoardCompany anticipates continuing its stockholder engagement effortsthat a report describing the Company's approach to oversight of opioid matters will be released by October 1, 2019. Additional details regarding the Company's oversight of opioid matters and the related business initiatives the Company has undertaken in recent years are described in the coming year in order to ensure that it is receiving stockholder feedback as the Company continues to move forward. The processsection entitled "Board of enhancing our corporate governance and refreshing our Board has only just begun, and we plan to continue these efforts moving forward.Directors—Opioid Matter Oversight."

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

General

        Our By-Laws provide that the Board of Directors may be composed of up to 15 members, with the number to be fixed from time to time by the Board. The Board has fixed the number of directors at nine,eight effective as of the Annual Meeting, and there are nineeight nominees for director at our Annual Meeting.

Director Nominees

        The Board of Directors, based on the recommendation of the Nominating and Governance Committee, has nominated Joseph B. Anderson, Jr., Bruce G. Bodaken, Elizabeth 'Busy' Burr, Robert E. Knowling, Jr., Kevin E. Lofton, Louis P. Miramontes, Arun Nayar, Michael N. Regan, John T. StandleyKatherine Quinn, and Marcy Syms to be elected directors at the Annual Meeting. Other than Mr. Knowling, Mr. Miramontes and Mr. Nayar, eachEach of the nominees for director to be elected at the Annual Meeting currently serves as a director of the Company. In selecting Mr. AndersonStandley will continue to serve as a nominee,Chief Executive Officer of the Board considered Mr. Anderson's age voted to waiveCompany until the requirement that a nomineeappointment of his successor but has not yet reached the age of 72. Specifically, the Board concluded that, in light of the number of directors not standing for re-election and the number of new directorsbeen nominated for electionreelection at the Annual Meeting, the Board would benefit from Mr. Anderson's continued service on the Board, as he would bring important experience and knowledge about the Company's strategy and challenges that would be beneficial as the new Board members continue to gain familiarity with Rite Aid's business. As the Board refreshment process continues over the next year, the Board does not anticipate waiving this requirement for Mr. Anderson beyond this Annual Meeting.

        Each director elected at the Annual Meeting will hold office until the 20192020 Annual Meeting of Stockholders. Each director elected at the Annual Meeting will serve until his or her successor is duly elected and qualified.

        If any nominee at the time of election is unable or unwilling to serve or is otherwise unavailable for election, and as a consequence thereof other nominees are designated, then the persons named in the proxy or their substitutes will have the discretion and authority to vote or to refrain from voting for other nominees in accordance with their judgment.

RECOMMENDATION

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES LISTED ABOVE.

BOARD OF DIRECTORS

        The following table sets forth certain information as of September 10, 2018May 31, 2019 with respect to our director nominees. If elected, the term of each of the following persons will expire at the 20192020 Annual Meeting of Stockholders.

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Board Composition

        The Board is committed to ensuring that it is composed of a highly capable and diverse group of directors who are well-equipped to oversee the success of the business and effectively represent the interests of stockholders. In addition, the Board believes that having directors with a mix ofboth longer and shorter tenures on the Board helps transition the knowledge of the more experienced directors while providing a broad, fresh set of perspectives and a Board with a diversity of experiences and viewpoints. As discussed in the section entitled "Stockholder Engagement, Management Transition, and Board Refreshment" above, the Board has significantly accelerated its efforts to change the composition of the Board. As part of this process, three current directors are not standing for re-election andBoard over the Board has nominated three new independent directors.past eight months. All of the nominees of the Board are independent directors, except for Mr. Standley.directors.

        As a result of these changes in the Board's composition, the average tenure of our independent directors will decreasehas decreased from approximately eight years prior to the 2018 Annual Meeting to approximately sixfour years, with a relatively even distribution among new directors directors of medium tenure and directors of longer tenure. In addition, a majorityhalf of the Board will be racially and ethnically diverse.diverse following the Annual Meeting. The Board recognizes that its gender diversity will decrease in connection with this initial stage of refreshment and is committed to considering women candidates and makingalso made gender diversity a priority as part of its ongoingmost recent phase of its refreshment, resulting in more than one-third of our Board being women following the coming year.Annual Meeting.

Director Tenure*		Board Racial and Ethnic Diversity*
Board Gender Diversity*

---

        In assessing Board composition and selecting and recruiting director candidates, the Board seeks to maintain an engaged, independent Board with broad experience and judgment that is committed to representing the long-term interests of our stockholders. The Nominating and Governance Committee considers a wide range of factors, including the size of the Board, the experience and expertise of existing Board members, other positions the director candidate has held or holds (including other

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board memberships), and the candidate's independence. In addition, the Nominating and Governance Committee takes into account a candidate's ability to contribute to the diversity of background and experience represented on the Board, and it reviews its effectiveness in balancing these considerations when assessing the composition of the Board. The Board and Nominating and Governance Committee will continue to evaluate the composition of the Board as a whole as part of its ongoing refreshment in the coming year.

        Prior toSince the 2018 Annual Meeting, the Nominating and Governance Committee sought to recruitcontinue the process of recruiting additional Board members whose qualifications align with the Company's refreshment process and long-term strategy. After considering a number of candidates and comprehensively reviewing these candidates' abilities and qualifications in sourcing candidates to fill the vacancies on the Board due to Joseph B. Anderson's and Michael N. Regan's resignations, the Nominating and Governance Committee recommended Mr. Knowling, Mr. MiramontesBusy Burr and Mr. NayarKatherine Quinn for electionappointment to the Board.

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        The chart below summarizes the qualifications, attributes, and skills for each of our director nominees. The fact that we do not list a particular experience or qualification for a director nominee does not mean that nominee does not possess that particular experience or qualification.

Director Biographies

        Following are the biographies for our director nominees, including information concerning the particular experience, qualifications, attributes, or skills that led the Nominating and Governance Committee and the Board to conclude that such person should serve on the Board:

        John T. Standley.    Mr. Standley, Chairman and Chief Executive Officer, has been Chairman of the Board since June 21, 2012, Chief Executive Officer since June 2010 and was President from September 2008 until June 2013. Mr. Standley served as the Chief Operating Officer from September 2008 until June 2010. He also served as a consultant to Rite Aid from July 2008 to September 2008. From August 2005 through December 2007, Mr. Standley served as Chief Executive Officer and was a member of the board of directors of Pathmark Stores, Inc. From June 2002 to August 2005, he served as Senior Executive Vice President and Chief Administrative Officer of Rite Aid and, in addition, in January 2004 was appointed Chief Financial Officer of Rite Aid. He had served as Senior Executive Vice President and Chief Financial Officer of Rite Aid from September 2000 to June 2002 and had served as Executive Vice President and Chief Financial Officer of Rite Aid from December 1999 until September 2000. Mr. Standley served on the SUPERVALU INC. board of directors from May 2013 to July 2015 and on the board of directors of CarMax, Inc. from August 2017 to January 2018. Mr. Standley currently serves on the National Association of Chain Drug Stores' board of directors and is a member of the Board's Executive Committee.

        As the Company's Chief Executive Officer, with more than 30 years of retail, financial and executive experience, Mr. Standley brings to the Board an in-depth understanding of all aspects of the Company, including its customers, operations and key business drivers. In addition, his experience serving as a chief financial officer of a number of companies, including the Company, provides the Board with additional insights into financial and accounting matters relevant to the Company's operations.

        Joseph B. Anderson, Jr.    Mr. Anderson has been the Chairman of the Board and Chief Executive Officer of TAG Holdings, LLC, a manufacturing, service and technology business, since January 2002. Mr. Anderson was Chairman of the Board and Chief Executive Officer of Chivas Industries, LLC from 1994 to 2002. Mr. Anderson also served as a director of Meritor, Inc. until January 2017. Mr. Anderson previously served as a director of NV Energy Inc. until December 2013, Valassis Communications, Inc. until February 2014 and Quaker Chemical Corporation until May 2016.

        Mr. Anderson has a broad base of experience, including 20 years of chief executive officer experience at manufacturing, service and technology companies. From this experience, Mr. Anderson brings an array of skills, including in the areas of strategic, business and financial planning and corporate development. In addition, his service on the boards of directors of a number of publicly-

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traded companies provides the Board with insights into how boards at other companies have addressed issues similar to those faced by the Company.

        Bruce G. Bodaken.    Mr. Bodaken served as Chairman and Chief Executive Officer of Blue Shield of California from 2000 through 2012. Previously, Mr. Bodaken served as President and Chief Operating Officer of Blue Shield of California from 1995 to 2000, and as Executive Vice President and Chief Operating Officer from 1994 to 1995. Prior to joining Blue Shield of California, Mr. Bodaken served as Senior Vice President and Associate Chief Operating Officer of F.H.P., Inc., a managed care provider, from 1990 to 1994 and held various positions at F.H.P. from 1980 to 1990. Currently, Mr. Bodaken sits on the board of WageWorks, Inc., and is a member of its audit committee. He is also a director and member of the Compensation Committee of iRhythm Technologies, Inc. and a Lecturer in the Department of Public Health at UC Berkeley.

        Mr. Bodaken brings to the Board in-depth knowledge of the health insurance and managed care industries and more than 20 years of executive leadership skills.

        Busy Burr.    Ms. Burr most recently served as the chief innovation officer and vice president of healthcare trend and innovation at Humana where she was responsible for driving the design, build and adoption of new product platforms in digital health, provider experience, and telemedicine to improve health outcomes, create superior member experiences, and improve health care costs. She also founded Humana's strategic investing practice, Humana Health Ventures. Prior to joining Humana in 2015, Ms. Burr was managing director of Citi Ventures and led large-scale business transformation efforts as the global head of Citi's Business Incubation Function-DesignWorks. Earlier in her career, Ms. Burr spent seven years in investment banking at Morgan Stanley and Credit Suisse First Boston and previously served as vice president of global brand management at Gap, Inc. Ms. Burr holds an MBA

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from Stanford University and a bachelor's degree in Economics from Smith College. Ms. Burr serves on the Boards of Mr. Cooper Group and Satellite Healthcare and is a member of the Smith College Business Network Advisory Board.

        Ms. Burr brings to the Board extensive experience in the health industry, innovation, business strategy and brand management. Her experience and insights in these areas are directly relevant to the Company's business.

        Robert E. Knowling, Jr.    Mr. Knowling is currently Chairman of Eagles Landing Partners, which specializes in helping senior management formulate strategy, lead organizational transformations, and re-engineer businesses. Mr. Knowling also serves as an advisor-coach to chief executive officers. Mr. Knowling previously served as Chief Executive Officer of Telwares, a JP Morgan Chase/One Equity Partners Private Equity-owned company from 2005 to 2009. From 2001 to 2005, Mr. Knowling was Chief Executive Officer of the New York City Leadership Academy, an independent nonprofit corporation created by Chancellor Joel I. Klein and Mayor Michael R. Bloomberg that is chartered with developing the next generation of principals in the New York City public school system. From 2001 to 2003, Mr. Knowling was Chairman and Chief Executive Officer of SimDesk Technologies, Inc. Prior to this, Mr. Knowling was Chairman, President and Chief Executive Officer of Covad Communications, a Warburg Pincus Private Equity backedEquity-backed start-up company. Mr. Knowling currently serves on the board of directors of Convergys Corporation, K12 Inc. and Roper Technologies Inc. Mr. Knowling previously served as a director of Convergys Corporation until 2018, Ariba, Inc. until 2012, Heidrick & Struggles International, Inc. until 2015, Hewlett-Packard Company until 2005, and The Immune Response Corporation until 2005.

        Mr. Knowling brings to the Board extensive experience in executive management and leadership roles, including experience leading companies through periods of high growth and organizational turnaround. In addition, his service on other boards of directors of a number of publicly-traded companies enables Mr. Knowling to share insights with the Board regarding corporate governance best practices.

        Kevin E. Lofton.    Mr. Lofton has served as thewas named Chief Executive Officer of Denver-basedChicago-based CommonSpirit Health ("CSH"), effective February 1, 2019. CSH is the result of a merger between Catholic Health Initiatives ("CHI"), a healthcare system operating and Dignity Health. With $29 billion in revenues, CSH is one of the full continuum of services from hospitals to homelargest health agencies nationwide since 2003delivery systems in the United States. Mr. Lofton joined CHI in 1998 and served as President and CEO of CHI from 2003 throughuntil January 2014.2019. Mr. Lofton previously served as Chief Executive Officer of the UAB Hospital in Birmingham and Howard University Hospital in Washington, D.C. Mr. Lofton is also a director and member of the audit and compensation committees of Gilead Sciences, Inc.

        Mr. Lofton brings to the Board an in-depth knowledge and understanding of the healthcare industry and valuable executive leadership skills from senior management and leadership roles in healthcare systems and hospitals.

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        Louis P. Miramontes.    Mr. Miramontes worked at KPMG LLP from 1976 to 2014, where he served in many leadership roles, including Managing Partner of the San Francisco office and Senior Partner for KPMG's Latin American region. Mr. Miramontes was also an audit partner directly involved with providing audit services to public and private companies, which included working with client boards of directors and audit committees regarding financial reporting, auditing matters, SEC compliance, and Sarbanes-Oxley regulations. Mr. Miramontes currently serves on the board of directors of Lithia Motors, Inc., one of the largest providers of personal transportation solutions in the U.S., and Oportun, Inc., a mission-driven financial services company.

        Mr. Miramontes brings to the Board extensive experience in accounting, financial reporting, and corporate governance. His experience as an audit partner provides useful insights into financial and regulatory matters relevant to the Company's business. His service as a member and chair

Table of audit committees provides the Board with leadership skills regarding the role and responsibilities of the audit committee function.Contents

        Arun Nayar.    Mr. Nayar retired in December 2015 as Executive Vice President and Chief Financial Officer of Tyco International, a $10+ billion fire protection and security company, where he was responsible for managing the company's financial risks and overseeing its global finance functions, including its tax, treasury, mergers and acquisitions, audit, and investor relations teams. Mr. Nayar joined Tyco as Senior Vice President and Treasurer in 2008 and was also Chief Financial Officer of Tyco's ADT Worldwide. From 2010 until 2012, Mr. Nayar was Senior Vice President, Financial Planning & Analysis, Investor Relations, and Treasurer. Prior to joining Tyco, Mr. Nayar spent six years at PepsiCo, Inc., most recently as Chief Financial Officer of Global Operations and, before that, as Vice President and Assistant Treasurer—Corporate Finance. Mr. Nayar currently serves on the Board of Directors of Bemis Company, Inc., a manufacturer of packaging products, and TFI International Inc., a leader in the transportation and logistics industry. Bemis Company, Inc. has announced a combination with Amcor Limited and has announced that Mr. Nayar will be a member of the board of the combined company, Amcor plc, upon consummation of the transaction. Mr. Nayar is also a Senior Advisor to McKinsey & Company and to a private equity firm, BC Partners. He also serves as a board member of privately-held GFL Environmental, a BC Partners portfolio company.

        Mr. Nayar brings over 35 years of financial experience to the Board. His experience as a chief financial officer provides useful insights into operational and financial metrics relevant to the Company's business.

        Michael N. Regan.Katherine Quinn.    Since July 2017, Mr. ReganMs. Quinn has served as vice chairman and chief administrative officer of U.S. Bancorp since April 2017 and is responsible for leading human resources, strategy, and corporate affairs at the Executive Vice Presidentcompany. Ms. Quinn joined U.S. Bancorp in 2013 as executive vice president and Chief Financial Officer for Servco Pacific Inc.,chief strategy and reputation officer. Prior to joining U.S. Bancorp, Ms. Quinn most recently served as senior vice president and chief marketing officer at Anthem, a privately heldhealth benefits company, with significant interests in automobile distributionwhere she directed the company's marketing, customer communications, digital, customer experience, and retail dealerships in Hawaii and Australia, as well as interests in other business lines. From August 2014 to March 2017, Mr. Reganstrategies. She previously served as Executive Vice President and Chief Financial OfficerAnthem's vice president of Outrigger Enterprises Group, a privately held hospitality company. Prior to that, Mr. Regancorporate marketing. Earlier in her career, Ms. Quinn served as the Hold Separate Manager on behalf of the Federal Trade Commission, overseeing the Lumiere Place Casinochief marketing and Hotel and Four Seasons Hotel in St. Louis, Missouri from August 2013 through its sale in spring 2014 and prior to that as Chief Financial Officer of Indianapolis Downs LLC,strategy officer at a casino and horse track complex located near Indianapolis, Indiana during its bankruptcy from January 2012 through its sale in February 2013. From May 2007 through December 2011, Mr. Regan was a self-employed private equity investor. Prior thereto, Mr. Regan served as Chief Financial Officerdivision of The St. Joe Company,Hartford, following leadership roles in strategy and product development at CIGNA and PacifiCare Health Systems, respectively. Ms. Quinn earned an MBA from University of Phoenix and a major real estate development company based in Florida,bachelor's degree from November 2006Hunter College. In addition to May 2007. From 1997 to November 2006, he servedher role at U.S. Bancorp, Ms. Quinn presently serves as Senior Vice President, Finance and held various other positions with The St. Joe Company and was a member of the senior management team. Prior to joining The St. Joe Company, heBoard of Directors of Taylor Corporation and the Board of Trustees for both United Way U.S.A. and Fraser, a non-profit organization serving children and adults with special needs. She previously served in various financial management functions at Harrah's Entertainment from 1980 through 1997, including as Vice President and controller from 1991 to 1997.a member of the Board of Trustees for Minnesota Public Radio until May 2019.

        Mr. Regan's over 30 years of experience, including serving as a chief financial officer and as a senior vice president of finance, providesMs. Quinn brings to the Board with additional perspectives on financial, operationalextensive experience in business strategy, marketing, customer experience, and strategic planning,health benefits. Her experience and real estate mattersinsights in these areas are directly relevant to the Company.

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        Marcy Syms.    Ms. Syms served as a director of Syms Corp, a chain of retail clothing stores, from 1983, when she was named President and COO, until 2012. Ms. Syms became CEO of Syms Corp in 1998 and was named Chair in 2010. In November 2011, Syms Corp and its subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code and ceased all retail operations. Ms. Syms is also a founding member of the board of directors of the Syms School of Business at Yeshiva University. Currently, Ms. Syms serves as President of the Sy Syms Foundation andFoundation. Ms. Syms served as Founder and President of the TPD Group LLC, a multi-generational succession planning company.company, from 2013 to 2018. Ms. Syms is also a member of the board of directors of Benco Dental.

        Ms. Syms brings to the Board over 18 years of experience as a chief executive officer of a chain of retail stores, including an array of skills in strategic planning, marketing, and human resources matters similar to those faced by the Company.

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Board Leadership

        Mr. Standley currently servesBodaken became Chairman of the Board effective at the 2018 Annual Meeting. The Board has determined that Mr. Bodaken will continue to serve as Chairman of the Board and Chief Executive Officer. Mr. Regan has served as our Lead Independent Director since 2011. As discussed in the section entitled "Stockholder Engagement and Board Refreshment" above,Board.

        In December 2018, the Board has determinedamended the Company's By-Laws to provide that effective as of the Annual Meeting, Mr. Standley will be succeeded as Chairman of the Board by Mr. Bodaken. References in this proxy statement to Mr. Standley's position as Chairman apply only toshall be a director who is independent under the period prior toNYSE listing standards and the Annual Meeting.

        The Company's governance framework provides the Board with flexibility to select the appropriate leadership structure for the Company.Corporate Governance Guidelines. The Board has no policy mandating the combination orbelieves that separation of the Chairman of the Board and Chief Executive Officer positions and believes that, given the dynamic and competitive environment in which we operate, the right leadership structure may vary from time to time based on changes in circumstances. The Board makes this determination based on what it believes best serves the needs of the Company and its stockholders at any particular time.stockholders. The Board believes that Mr. Bodaken will continue to provide excellent independent leadership of the Board in his role as Chairman.

        The Board expects that, asAs Chairman, Mr. Bodaken's responsibilities will subsume the responsibilities of the Lead Independent Director and will include:

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presiding at all meetings of the Board, including executive sessions of the non-management directors;



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the authority to call meetings of the Board and of the non-management directors;



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serving as a liaison between the Chief Executive Officer and independent directors and facilitating communications between other members of the Board and the Chief Executive Officer (any director is free to communicate directly with the Chief Executive Officer; the Chair's role is to attempt to improve such communications if they are not entirely satisfactory);



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working with the Chief Executive Officer in the preparation of and approving Board meeting agendas and schedules, and the information to be provided to the Board;



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chairing the periodic review of the performance of the Chief Executive Officer;



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otherwise consulting with the Chairman and/or Chief Executive Officer on matters relating to corporate governance and Board performance; and



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if requested by major stockholders, ensuring that he is available, when appropriate, for consultation and direct communication.

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Corporate Governance

        We recognize that good corporate governance is an important means of protecting the interests of our stockholders, associates, customers, suppliers, and the community. The Board of Directors, through the Nominating and Governance Committee, monitors corporate governance developments and proposed legislative, regulatory, and stock exchange corporate governance reforms. In April 2019, the Board enhanced our corporate governance by amending the Company's By-Laws to permit special meetings of stockholders of the Company to be called by stockholders holding at least 20% of the Company's common stock.

        Website Access to Corporate Governance Materials.    Our corporate governance information and materials, including our Corporate Governance Guidelines, current charters for each of the Audit Committee, Compensation Committee, Nominating and Governance Committee, and Executive Committee, our Code of Ethics for the CEO and Senior Financial Officers, our Code of Ethics and Business Conduct, our Stock Ownership Guidelines, and our Related Person Transaction Policy are posted on our website atwww.riteaid.com under the headings "Corporate Info—Governance" and are available in print upon request to Rite Aid Corporation, 30 Hunter Lane, Camp Hill, Pennsylvania 17011, Attention: Secretary. The information on our website is not, and shall not be deemed, a part of this proxy statement. The Board regularly reviews corporate governance developments and will modify these materials and practices from time to time as warranted.

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        Codes of Ethics.    The Board has adopted a Code of Ethics that is applicable to our Chief Executive Officer and senior financial officers. The Board has also adopted a Code of Ethics and Business Conduct that applies to all of our officers, directors, and associates. Any amendment to either code or any waiver of either code for executive officers or directors will be disclosed promptly on our website atwww.riteaid.com under the headings "Corporate Info—Governance—Code of Ethics."

        Director Independence.    For a director to be considered independent under the NYSE corporate governance listing standards, the Board of Directors must affirmatively determine that the director does not have any direct or indirect material relationship with the Company, including any of the relationships specifically proscribed by the NYSE independence standards. The Board considers all relevant facts and circumstances in making its independence determinations. Only independent directors may serve on our Audit Committee, Compensation Committee, and Nominating and Governance Committee.

        As a result of this review, the Board affirmatively determined that the following directors, including each director serving on the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee, satisfy the independence requirements of the NYSE listing standards: Joseph B. Anderson, Jr., Bruce G. Bodaken, David R. Jessick,Busy Burr, Robert E. Knowling, Jr., Kevin E. Lofton, Myrtle Potter, Michael N. Regan, Frank A. SavageLouis P. Miramontes, Arun Nayar, Katherine Quinn, and Marcy Syms. The Board also determined that Robert E. Knowling, Jr., Louis P. MiramontesJoseph B. Anderson and Arun Nayar satisfyMichael N. Regan, who served as directors until April 2019, and David R. Jessick, Myrtle Potter, and Frank A. Savage, who served as directors until October 30, 2018, also satisfied the independence requirements of the NYSE listing standards. The Board also determined that the members of the Audit Committee satisfy the additional independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the additional NYSE independence requirements for audit committee members. In addition, the Board has determined that the members of the Compensation Committee satisfy the additional NYSE independence requirements for compensation committee members.

        There is no family relationship between any of the nominees and executive officers of Rite Aid.

        Majority Voting Standard and Policy.    Under the Company's By-Laws, a nominee for director in uncontested elections of directors (as is the case for this Annual Meeting) will be elected to the Board if the votes cast "for" such nominee's election exceed the votes cast "against" such nominee's election. In contested elections, directors will be elected by a plurality of votes cast. For this purpose, a contested election means any meeting of stockholders for which (i) the Secretary of the Company receives a notice that a stockholder (or group of stockholders) has nominated a person for election to the Board in compliance with the advance notice requirements for stockholder nominees for director or

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the proxy access requirements, in each case as set forth in the By-Laws and (ii) such nomination has not been withdrawn by such stockholder (or group of stockholders) on or prior to the 14^th day preceding the date the Company first mails its notice of meeting for such meeting to the stockholders.

        Under the Company's Corporate Governance Guidelines, a director who fails to receive the required number of votes for re-electionreelection in accordance with the By-Laws will, within five days following certification of the stockholder vote, tender his or her written resignation to the Chairman of the Board for consideration by the Board, subject to the procedures set forth in the guidelines.

Board Oversight of Risk Management

        The Board of Directors, as a whole and through the various committees of the Board, oversees the Company's management of risk, focusing primarily on five areas of risk: operational, financial performance, financial reporting, legal and regulatory, and strategic and reputational.

        Management of the Company is responsible for developing and implementing the Company's plans and processes for risk management. The Board believes that its leadership structure, described above,

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supports the risk oversight function of the Board. The Board of Directors, at least annually, reviews with management its plans and processes for managing risk. The Board also receives periodic updates from the Company's compliance and internal assurance services with regard to the overall effectiveness of the Company's risk management program and significant areas of risk to the Company, focusing on the five primary areas of risk set forth above as well as other areas of risk identified from time to time by either the Board, a Board committee, or management.

        In addition, the Board and the Audit Committee receive periodic updates from the Company's Senior Executive Vice President, Chief Financial Officer, and Chief AdministrativeInformation Officer, or Chief Information Security Officer on cybersecurity matters, including information services security and security controls over credit card, customer, associate, and patient data. These updates also include information regarding the Rite Aid Information Security Program, managed by Rite Aid's Chief Information Security Officer, which is designed to protect information and critical resources from a wide range of threats in order to ensure business continuity, minimize business risk and maximize return on investments and business opportunities. The objective in the development and implementation of the Information Security Program is to create effective administrative, technical and physical safeguards in order to protect the data of Rite Aid and its subsidiaries and the data of any clients of these entities.

        In addition, other Board committees consider risks within their respective areas of responsibility and advise the Board of any significant risks. For example, the Compensation Committee considers risks relating to the Company's compensation programs and policies and the Audit Committee focuses on assessing and mitigating financial reporting risks, including risks related to internal control over financial reporting and legal and compliance risks.

Compensation-Related Risk Assessment

        The Compensation Committee reviews all incentive plans relative to established criteria and conducts an assessment to ensure that none of our incentive plans encourage excessive risk-taking by our executives or associates. Together with executive management, the Compensation Committee has considered the risks arising from the Company's compensation programs for its executives and associates and has concluded that the compensation policies are not reasonably likely to have a material adverse effect on the Company.

        The Compensation Committee reviews the risk profile and the relationship between the Company's compensation programs to the overall risk profile of the Company. Some of the features of our incentive programs that limit risk include:

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Delivery of compensation through an appropriate mix of base salary, cash incentive bonuses, long-term awards, and benefits.



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Use of a mix of long-term incentive vehicles that reward both stock price appreciation and financial operating performance and have different risk profiles.



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Incorporation of measures in the performance awards to assess how efficiently and effectively we deploy our assets (return on net assets) and to compare our stock performance against the Russell 3000 Index (total stockholder return).

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•

Stock ownership guidelines that promote executive stock ownership.

Committees of the Board of Directors

        The Board of Directors has four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Governance Committee, and the Executive Committee. Current copies of the charters for each of these committees are available on our website atwww.riteaid.com under the headings "Corporate Info—Governance—Corporate Governance Committees—Committee Charters."

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        The current members of the committees are identified in the following table.

        Audit Committee.    The Audit Committee, which held eightnine meetings during fiscal year 2018,2019, currently consists of David R. JessickLouis P. Miramontes (Chair), Kevin E. LoftonBusy Burr, and Michael N. Regan.Arun Nayar. The Board has determined that each of these individuals is an independent director under the NYSE listing standards and satisfies the additional independence requirements of Rule 10A-3 under the Exchange Act and the additional requirements of the NYSE listing standards for audit committee members. See the section entitled "Corporate Governance—Director Independence" above. The Board has determined that each of these individuals is also "financially literate" under the applicable NYSE listing standards. The Board has determined that David R. Jessick qualifiesboth Louis P. Miramontes and Arun Nayar qualify as an "audit committee financial expert" as that term is defined under applicable SEC rules.

        The functions of the Audit Committee include the following:

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Appointing, compensating, and overseeing our independent registered public accounting firm ("independent auditors");



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Overseeing management's fulfillment of its responsibilities for financial reporting and internal control over financial reporting; and



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Overseeing the activities of the Company's internal audit function.

        The independent auditors and internal auditors meet with the Audit Committee with and without the presence of management representatives. For additional information, see the section entitled "Audit Committee Report," as well as the Audit Committee's charter, which is posted on our website atwww.riteaid.com under the headings "Corporate Info—Governance—Corporate Governance Committees—Committee Charters."

        Compensation Committee.    The Compensation Committee, which held sixfour meetings during fiscal year 2018,2019, currently consists of Marcy SymsRobert E. Knowling, Jr. (Chair), Bruce G. BodakenLouis P. Miramontes, and Michael N. Regan.Katherine Quinn. The Board has determined that each of these individuals is an independent director under the NYSE listing standards and satisfies the additional independence requirements of the NYSE listing standards for compensation committee members. See the section entitled "Corporate Governance—Director Independence" above.

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        The functions of the Compensation Committee include the following:

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Administering Rite Aid's stock option and other equity incentive plans;



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Reviewing and approving the base salaries of the Company's executive officers and reviewing and recommending to the Board the base salary of the CEO;



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Reviewing and approving the Company's goals and objectives relevant to the incentive-based compensation of the Company's executive officers (including the CEO), evaluating the

performance of the Company's executive officers (including the CEO) in light of these goals and objectives, and determining and approving the incentive-based compensation of the Company's executive officers (including the CEO) based on such evaluation;



•

Setting corporate performance targets under all annual bonus and long-term incentive compensation plans as appropriate and determining annually the individual bonus award opportunities for the Company's executive officers; and



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Reviewing and approving all executive officers' employment agreements and severance arrangements.

        The Compensation Committee reviews the performance of the Company's executive personnel, including the Company's named executive officers, and develops and makes recommendations to the Board of Directors with respect to executive compensation policies. The Compensation Committee is empowered by the Board of Directors to award to executive officers appropriate bonuses, stock options, stock appreciation rights, and stock-based awards. The details of the processes and procedures for the consideration and determination of the compensation of our named executive officers are described in the section entitled "Executive Compensation—Compensation Discussion and Analysis." The objectives of the Compensation Committee are to support the achievement of desired Company performance, to provide compensation and benefits that will attract and retain superior talent, to reward performance, and to fix a portion of compensation to the outcome of the Company's performance.

        As provided in its charter, the Compensation Committee has the authority to engage an external compensation consultant and to determine the scope of any services provided. The Compensation Committee may terminate the engagement at any time. The external compensation consultant reports to the Compensation Committee Chair.

        Since June 2010, the Compensation Committee has utilized Exequity LLP as its independent consultant. With respect to fiscal year 2018,2019, Exequity LLP reviewed recommendations and analysis prepared by management and provided advice and counsel to the Compensation Committee. Exequity LLP does not provide any other services to the Company. The Compensation Committee has assessed the independence of Exequity LLP, taking into consideration the factors set forth in the NYSE listing standards and SEC rules, and determined that the engagement of Exequity LLP does not raise any conflicts of interest.

        Nominating and Governance Committee.    The Nominating and Governance Committee, which held one meetingeight meetings during fiscal year 2018,2019, currently consists of Joseph B. Anderson, Jr.Kevin Lofton (Chair), Myrtle PotterBruce G. Bodaken, and Frank A. Savage.Marcy Syms. The Board has determined that each of these individuals is an independent director under the NYSE listing standards. See the section entitled "Corporate Governance—Director Independence" above.

        The functions of the Nominating and Governance Committee include the following:

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Identifying and recommending to the Board individuals qualified to serve as Rite Aid directors;



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Recommending to the Board individual directors to serve on committees of the Board;



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Advising the Board with respect to matters of Board composition and procedures;

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Developing and recommending to the Board a set of corporate governance principles applicable to Rite Aid and overseeing corporate governance matters generally;



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Overseeing the annual evaluation of the Board and management; and



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Reviewing and approving or ratifying related person transactions in which the Company is a participant.

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        Executive Committee.    The members of the Executive Committee currently are Bruce G. Bodaken (Chair), Arun Nayar, and John T. Standley (Chair), David R. Jessick and Michael N. Regan.Standley. The Executive Committee did not meet during fiscal year 2018.2019. The Executive Committee, except as limited by Delaware law, is empowered to exercise all of the powers of the Board of Directors.

Nomination of Directors

        The Nominating and Governance Committee will consider director candidates recommended by stockholders. In considering such recommendations, the Nominating and Governance Committee will take into consideration the needs of the Board and the qualifications of the candidate. The Nominating and Governance Committee may also take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held. To have a candidate considered by the Nominating and Governance Committee, a stockholder must submit the recommendation in writing and must include the following information:

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The name of the stockholder and evidence of the person's ownership of Rite Aid stock, including the number of shares owned and the length of time of ownership; and



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The name of the candidate, the candidate's resume or a listing of his or her qualifications to be a Rite Aid director, and the person's consent to be named as a director if selected by the Nominating and Governance Committee and nominated by the Board.

        The stockholder recommendation and information described above must be sent to Rite Aid Corporation, 30 Hunter Lane, Camp Hill, Pennsylvania 17011, Attention: Secretary. The Nominating and Governance Committee will accept recommendations of director candidates throughout the year. Generally, in order for a recommended director candidate to be considered for nomination to stand for election at an upcoming annual meeting of stockholders, the recommendation must be received by the Secretary not fewer than 120 days prior to the anniversary date of Rite Aid's most recent annual meeting of stockholders. In the event an annual meeting is held on a date that is not within 25 days of such anniversary date, recommendations will be considered by the Nominating and Governance Committee in due course.

        The Board seeks to maintain an engaged, independent Board with broad experience and judgment that is committed to representing the long-term interests of our stockholders. The Nominating and Governance Committee believes that the minimum qualifications for serving as a Rite Aid director are that a candidate demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board's oversight of Rite Aid's business and affairs and have an impeccable record and reputation for honest and ethical conduct in his or her professional and personal activities. In addition, the Nominating and Governance Committee examines a candidate's specific experiences and skills, availability in light of other commitments, potential conflicts of interest, and independence from management and the Company. The Nominating and Governance Committee also seekstakes into account a candidate's ability to havecontribute to the Board represent a diversity of backgroundsbackground and experience.experience represented by the Board. The Nominating and Governance Committee assesses its achievement of diversity through the review of Board composition as part of the Board's annual self-assessment process.

        The Nominating and Governance Committee identifies potential candidates by asking current directors and executive officers to notify the committee if they become aware of persons, meeting the criteria described above, who have had a change in circumstances that might make them available to serve on the Board—for example, retirement as a CEO or CFO of a public company or exiting

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government or military service. The Nominating and Governance Committee also, from time to time, may engage firms that specialize in identifying director candidates. As described above, the committee will also consider candidates recommended by stockholders.

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        The Nominating and Governance Committee may review publicly available information, conduct an interview and/or check references to assess the person's accomplishments and qualifications in light of the needs of the Board and the accomplishments and qualifications of any other candidates that the committee might be considering. The committee's evaluation process does not vary based on whether or not a candidate is recommended by a stockholder, although, as stated above, the Board may take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held.

        Robert E. Knowling, Jr., Louis P. Miramontes and Arun Nayar were recommended for consideration byRussell Reynolds Associates, an executive search consulting firm, assisted the Nominating and Governance Committee by RSR Partners, an executive search consulting firm that assisted the Board in sourcing director candidates as part of the continuation of the Board's accelerated refreshment process. With respect to the two additions to the Board in April 2019, Busy Burr and Katherine Quinn were both vetted and recommended by Russell Reynolds Associates to the Nominating and Governance Committee for the Committee's consideration for appointment as independent directors.

Executive Sessions of Non-Management Directors

        In order to promote discussion among the non-management directors, regularly scheduled executive sessions (i.e., meetings of non-management directors without management present) are held to review such topics as the non-management directors determine. Mr. Regan, our Lead Independent Director, presides at our executive sessions. Effective as of the Annual Meeting, Mr. Bodaken, our Chairman of the Board, will presidepresides at our executive sessions. The non-management directors met in executive session 1014 times during fiscal year 2018.2019.

Communications with the Board of Directors

        The Board has established a process to receive communications from stockholders and other interested parties. Stockholders and other interested parties may contact any member (or all members) of the Board, any Board committee, or any chair of any such committee by mail or electronically. To communicate with the Board of Directors, the non-management directors, a committee of directors, or any individual directors, including our Lead Independent Director/Independent Chairman of the Board, correspondence should be addressed to the Board of Directors or any such individual directors, or committee of directors by either name or title. All such correspondence should be sent to Rite Aid Corporation, c/o Secretary, P.O. Box 3165, Harrisburg, Pennsylvania 17105. To communicate with any of the directors electronically, stockholders should go to our website atwww.riteaid.com. Under the headings "Corporate Info—Governance—Board of Directors—Contact the Board of Directors" you will find an on-line form, as well as an email address, that may be used for writing an electronic message to the Board, the non-management directors, any individual directors, or any committee of directors. Please follow the instructions on the website in order to send your message.

        All communications received as set forth above will be opened by the Secretary for the purpose of determining whether the contents represent a message to the directors, and depending on the facts and circumstances outlined in the communication, will be distributed to the Board, the non-management directors, an individual director, or a committee of directors, as appropriate. The Secretary will make sufficient copies of the contents to send to each director who is a member of the Board or of the committee to which the envelope or e-mailemail is addressed.

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Directors' Attendance at Board, Committee, and Annual Meetings

        The Board of Directors held 2526 meetings during fiscal year 2018.2019. Each incumbent director attended at least 75% of the aggregate of the meetings of the Board of Directors and meetings held by all committees on which such director served, during the period for which such director served.

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        It is our policy that directors are invited and encouraged to attend the annual meeting of stockholders. Eight of our nine directors serving on the Board or nominated to serve on the Board at the time of the meeting attended the 20172018 Annual Meeting of Stockholders.

Sustainability

        At the 2018 Annual Meeting, stockholders approved a proposal requesting that Rite Aid prepare a sustainability report describing the Company's environmental, social, and governance (ESG) risks and opportunities. A report describing the Company's ESG risks and opportunities will be released prior to the Annual Meeting. When available, the report will be posted on our website atwww.riteaid.com under the headings "Corporate Info—Investor Relations."

        At Rite Aid, we conductare dedicated to integrating Environmental, Social, and Governance initiatives into our businessoperations, not only to retain value for our shareholders, our customers, and our associates, but also because "integrity in compliance with applicable environmental, health and safety regulations and in accordance withall we do" is one of our core values.

        We view conserving energy, avoidinghave a corporate social responsibility committee comprised of senior level leadership stakeholders with cross functional representation within the unnecessary generation of waste,Company. The corporate social responsibility committee produces our annual CSR report and carrying out company activities in ways that preserve and promote a clean, safe and healthy environment as the environmental and social sustainability priorities for our business. The Board receives periodic updates from the Company's managementleads progress on sustainability initiatives and progress.programs throughout the company. Our corporate social responsibility committee provides corporate social responsibility updates to our Board.

        Our Code of Business Ethics and Conduct outlines our core values and describes additional corporate policies on ESG issues, including polices in the areas of, among others, customer and worker safety and environmental management, including energy and waste minimization. We expect our officers, directors, and associates to uphold the standards set forth in the Code of Business Ethics and Conduct at work every day.

        We conduct our business in compliance with applicable environmental, health, and safety regulations. We view conserving energy, avoiding the unnecessary generation of waste, and carrying out company activities in ways that preserve and promote a clean, safe, and healthy environment as the environmental and social sustainability priorities for our business.

        We view adopting green business principles as part of our overall business strategy and believe it is a conscientious decision for our business, our community, and the environment. In recentOver the past five years, we have made significant investments in energy efficiency and waste reduction initiatives and have committed to building new and remodeled stores to meet or exceed the national building code standards for energy efficiency. For example, in striving to conserve energy and avoid the unnecessary generation of waste, we have upgradedinstalled LED lighting to reduce our annual electricityelectric consumption by 6318 million KWh, replaced less efficient rooftopcompleted a redesign of our Thrifty Ice Cream Plant in El Monte, California, which included upgrades to a safer refrigeration system and to lighting and HVAC units with higher-efficiency modelssystems to save 14reduce our annual electric consumption by eight million KWh per yearkWh, and installed over 1.3 million square feeta 1098 kW solar system at our distribution center in Lancaster, California that produces 30% of white "cool roof"the location's power needs. Over the past three years, we have seen a steady decrease in energy consumption in our retail stores and have reduced our total energy consumption in our retail stores during that period by 19,031,630 kWh on our facilities to significantly reduce solar heat gain and demand for air conditioning.a comparable store basis. In addition, Rite Aid utilizes best-in-class architectural and engineering design firms that employ Building Council LEED™-accredited staff in order to help us develop our new store designs that meet or exceed the national building code standards for energy efficiency.

        Recently, we announced that weWe have established a Chemical Policy and, in 2018, we expanded our Restricted Substances List as part of our ongoing efforts to meet customer expectations for chemical management and product safety. We have been working closely with our supplier partners to eliminate eight chemicals of high concern from formulated private brand items since 2016, and we expect to eliminate these chemicals from our private brand items by 2020. We have also expanded our Restricted Substances List to bring

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the total number of restricted chemicals from eight to 70.69. To assist stakeholders in understanding the impact of these initiatives, in 2019 we will begin reporting progress towards 100% elimination of the eight chemicals of high concern from our private brand products and the number of new products launched in a year that are free of the eight chemicals of high concern. Our long-term goal is to extend the Chemical Policy to cover all of the products sold in our stores. In 2019, we plan to extend the chemical program to cover formulated products like over-the-counter medications, vitamins and supplements, as well as food and beverages.

        We have also implemented "Responsible Sourcing Guidelines" (and objectives) to promote supply chains that support responsible forest management, the appropriate use of recycled content and responsible sourcing, including transparency, protocols, and mechanisms to track the wood fiber in the supply chain from its origin to the forest products supplied to Rite Aid and its customers. Our initial goal is to address the largest volume of forest products used in Rite Aid's daily business operations, such as advertising circular papers, copy and print paper and the pharmacy bags and labels used by our pharmacy and distribution centers. We have already made significant progress in achieving our goal, with 100% of the paper purchased for our advertising circulars being sourced from responsibly managed, forest-based suppliers that are compliant with independent forest certification standards.

Further information about our commitment to sustainability is available on our website under the headings "Corporate Info—Sustainability"Environmental Responsibility" and "Corporate Info—Chemical Policy."

Opioid Matter Oversight

        The Board, the Company's management, and the Company's employees recognize the opioid epidemic that is afflicting Americans across the United States as a serious public health issue, and we have publicly expressed our commitment to addressing opioid abuse in the communities we serve. At the 2018 Annual Meeting, stockholders approved a proposal requesting that Rite Aid prepare a report describing the corporate governance changes the Company has implemented since 2012 to more effectively monitor and manage financial and reputational risks related to the opioid crisis. The Company anticipates that a report describing the Company's approach to oversight of opioid matters will be released by October 1, 2019.

        The Board and management review the Company's plans and processes for managing risk at least annually. The Board oversees risk management and considers specific risk topics on an ongoing basis, including the risks associated with opioid medications. The Board also receives periodic updates from internal subject matter experts with regard to the overall effectiveness of the Company's risk management program and significant areas of risk to the Company, focusing on the five primary areas of risk set forth above as well as other areas of risk identified from time to time by the Board, a Board committee, or management, and including risks related to opioid dispensing and the status of ongoing initiatives to combat addiction risk in the communities Rite Aid serves. In addition, each Board committee regularly reports to the full Board on risks within their respective areas of responsibility. For example, the Compensation Committee annually reviews the Company's compensation plans, programs, and policies as they relate to the Company's risk management. Rite Aid management will continue to keep the Board updated on a regular basis concerning opioid dispensing-related activities and initiatives to combat addiction.

        At Rite Aid, we take our role as a community healthcare provider very seriously. This means going beyond simply complying with state laws and regulations to also raise awareness about important issues like prescription drug safety and drug abuse prevention. We are also committed to raising awareness about important issues like drug abuse prevention and prescription drug safety while advocating for increased access to education, treatment, and proper medication disposal. As one of health care's most accessible practitioners, pharmacists are uniquely positioned to help educate their patients and communities about promoting prescription safety. We are committed to working with our customers,

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local law enforcement, community groups, and both federal and state agencies to help reduce the opioid epidemic that is impacting our communities throughout the United States. Rite Aid's comprehensive strategy to address opioid and other drug abuse and misuse includes:

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Educating our patients so they understand the risks of opioid abuse starting with their first opioid prescription, including providing all patients with new opioid prescriptions with mandatory counseling on their prescription from Rite Aid pharmacists.



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Making DisposeRx, a first-of-its-kind opioid disposal solution, available at all of Rite Aid's pharmacies nationwide. Rite Aid provides DisposeRx packets to patients with new opioid prescriptions and offers DisposeRx packets to patients with chronic opioid prescriptions every six months. DisposeRx packets contain a biodegradable powder that, when mixed with water in the prescription vial, dissolves drugs, forming a viscous gel which may be safely discarded in the trash.



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Making naloxone, a medication that can be used to reverse the effects of an opioid overdose, available without a prescription at all of Rite Aid's pharmacies nationwide.



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Supporting the Centers for Disease Control and Prevention guidelines for prescribing opioids, including limiting acute opioid prescriptions to a seven-day supply, limiting the daily dosage of opioids dispensed based on the strength of the opioid, and requiring the use of immediate-release formulations of opioids before extended-release opioids are dispensed.



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Providing ongoing education and training of Rite Aid pharmacists, including risk factors for opioid abuse, how to identify symptoms of an overdose and what to do in the event of an overdose, an overview of the naloxone therapies available, and proper administration of each and recommendations for follow-up care.



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Participating in prescription drug monitoring programs, assuring that all pharmacists are registered for the programs in their respective state(s) of practice, and including a "red flag" process for pharmacists to regularly review prescriptions for patients.



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Adding resources on drug safety and disposal onwww.riteaid.com under the headings "Pharmacy & Immunizations—Drug Safety & Disposal." Visitors can search for a disposal site in their community, learn how to properly dispose of medication at home, access resources provided by the Food and Drug Administration and the Drug Enforcement Administration ("DEA"), and find information on treatment for drug abuse and addiction.



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Continuing its process to identify physicians with questionable prescription writing practices and, when appropriate, proactively discontinuing filling controlled substances for certain prescribers.



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Continuing to support National Take-Back Days to encourage our patients to bring their unused or unwanted medications to designated sites sponsored by local law enforcement and the DEA for proper handling.



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Developing the KidsCents Safe Medication Disposal program that is supported through the Rite Aid Foundation, which provides medication disposal units, free of charge, to local and state law enforcement agencies and enables individuals to drop off unwanted or expired medications in secure, safe locations. The Rite Aid Foundation committed $1 million to this initiative and, to date, over 450 units have been installed across the country since the launch of the program in August 2017.



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Adding 100 new Safe Medication Disposal units in select Rite Aid stores nationwide.



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Through the Rite Aid Foundation, committing $1.7 million over three years in partnership with EVERFI, a leading education technology company, to educate high school students to make safe and healthy decisions about prescription drugs. The digital prescription drug abuse prevention

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course is the flagship initiative of the Prescription Drug Safety Network, the nation's first public-private initiative to combat prescription drug abuse by providing prevention education to schools.

        Further information about medication safety and disposal is available on our website under the headings "Pharmacy & Immunizations—Drug Safety & Disposal."

Directors' Compensation

        Each non-management director receives an annual payment of $100,000 in cash, payable quarterly in arrears. In addition, (i) the Lead Independent Director/Director received an additional annual payment of $25,000 (for so long as the Board had a Lead Independent Director); (ii) the Independent Chairman of the Board receives an additional annual payment of $25,000; (ii)$100,000; (iii) the Chair of the Audit Committee receives an additional annual payment of $20,000; (iii)(iv) the Chairs of the Compensation Committee and the Nominating and Governance Committee each receive an additional annual payment of $10,000; and (iv)(v) each member of the Audit Committee (other than the Chair) receives an additional annual payment of $10,000. Non-management directors also receivedreceive an annual award of restricted stock or restricted stock units valued at $120,000 (with the number of shares subject to the grant calculated by dividing 120,000 by the closing price of our common stock on the day before the date of grant, rounded to the nearest whole share). ThePrior to 2019, the annual grant vestsprovided for vesting with respect to 80% on the first anniversary of the grant and 10% on each of the second and third anniversaries of the grant. The Compensation Committee undertook a review of non-management director compensation in December 2018. The Compensation Committee engaged with independent compensation consultant Exequity LLP to provide a recommendation of our overall director compensation as compared to our new peer group as discussed in the section entitled "The Compensation Committee's Process—Assessment of Company performance." As a result of the recommendation to, and approval by, the Board of Directors, for fiscal year 2019 the amount of each of the annual cash retainer and annual stock-based award described above remain unchanged. The annual stock-based award for fiscal year 2019 vests on the date of grant and the shares subject to the grant become payable on a deferred basis upon the separation from service of the director. Directors who are officers and/or Rite Aid associates receive no separate compensation for service as directors or committee members. Directors are reimbursed for travel and lodging expenses associated with attending Board of Directors and Board committee meetings.

        Non-management directors are subject to our Stock Ownership Guidelines discussed on pages 5251 to 53.52.

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DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 20182019

        The following Director Compensation Table sets forth fees, awards, and other compensation paid to or earned by our non-management directors who served during the fiscal year ended March 3, 2018:2, 2019: