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		SpartanNash Company 850 76th Street, S.W. P.O. Box 8700 Grand Rapids, Michigan 49518-8700 (616) 878-2000

SpartanNash Company Notice of Annual Meeting and Proxy Statement

April 19, 20168, 2020

Dear SpartanNash Shareholder:

In 2019, SpartanNash made significant progress against key strategic initiatives, including net sales growth, significant reductions to working capital and steps toward improvement of execution and profitability. Our accomplishments included:

Going forward, we will continue to focus on executing strategic initiatives that drive sales growth, improve profitability, and ultimately deliver value to our shareholders. These initiatives include:

On behalf of the Board of Directors, our leadership team, and all of our associates, I thank you for your continued support and investment in SpartanNash Company.

Sincerely,

Dennis Eidson

Interim President and Chief Executive Officer

Your vote is important. Even if you plan to attend the meeting, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY OR VOTE BY PHONE OR ONLINE.

SPARTANNASH COMPANY

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To our shareholders:

The 20162020 Annual Meeting of Shareholders of SpartanNash Company will be held at the Company’s offices at 850 76^th Street SE, Byron Center, Michigan 49315, on Wednesday, June 2, 2016, at the JW Marriott Hotel, 235 Louis Street NW, Grand Rapids, Michigan 49503, beginningMay 20, 2020, at 9:00 a.m., Eastern Daylight Time. At the meeting, we will consider and vote on:

Record date: You may vote if you were a shareholder of record on March 23, 2020.

If you plan to attend the meeting: Only shareholders of the Company, the holders of shareholder proxies, and invited guests may attend. If you are a shareholder of record, you must bring the admission ticket attached to your proxy card or your notice of availability of proxy materials to be admitted to the meeting. “Street name” shareholders must bring a copy of a brokerage statement reflecting stock ownership as of March 23, 2020.All attendees must present valid federal or state issued photo identification.

We intend to hold our annual meeting in person, however, we are sensitive to the public health and travel concerns our stockholders may have as well as recommendations that public health officials, federal, state and local governments have issued or may impose in light of the evolving coronavirus (COVID-19) pandemic.  In the event it is not possible or advisable to hold our annual meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication (i.e., a virtual-only meeting).  Please monitor our investor relations website at www.spartannash.com/investors for updated information if you plan to attend our meeting.

Important Notice Regarding the Availability of Proxy Materials: SpartanNash’s Proxy Statement and annual report to shareholders for the fiscal year ended December 28, 2019 are currently available for viewing via online at www.proxydocs.com/SPTN.

The following pages contain the formal noticeNotice of meetingAnnual Meeting and proxy statement describing the mattersaccompanying Proxy Statement, Proxy, and 2019 annual report to be acted upon at the Annual Meeting. We encourage youshareholders were first sent or made available to read the proxy statement carefully. our shareholders on April 8, 2020.  

Securities and Exchange Commission rules allow us to furnish our proxy statement and annual report to our shareholders on the Internet. We are pleased to take advantage of these rules and believe that they enable us to provide our shareholders with the information that they need, while lowering the cost of delivery and reducing the environmental impact of the documents related to our Annual Meeting.

As part You may obtain electronic copies of all of our continuing efforts to streamlinefilings with the annual meeting, weU.S. Securities and Exchange Commission in the “Investor Relations” section of our website, www.spartannash.com, by clicking the “SEC Filings” link.

We will not report on our results of operations at the meeting. We encourage shareholders toPlease visit the Investor Relations section of our website, www.spartannash.com, for information about our business and results of operations.

The annual meetingAnnual Meeting will be webcast live. Anyone may access the webcast by visiting the “Investor Relations” section of our website, www.spartannash.com, and following the links to the live webcast. It is important that your shares be represented at the annual meeting,Annual Meeting, regardless of how many shares you own.Please vote your shares using any of the means described in our proxy statement. Regardless of whether or not you plan to attend the Annual Meeting, voting Voting your shares prior to the meeting will not affect your right to vote in person if you attend.

Please note that attendance will be limited to shareholders of the Company and the holders of shareholder proxies. If you are a shareholder of record, you must bring the admission ticket attached to your proxy card or your notice of availability of proxy materials to be admitted to the meeting. “Street name” shareholders must present a copy of a brokerage statement reflecting stock ownership as of April 5, 2016. For all attendees, admission to the meeting will require presentation of a valid driver’s license or other federal or state issued photo identification.

Sincerely,

Dennis Eidson

President and Chief Executive Officer

SPARTANNASH COMPANY

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To our shareholders:

The 2016 Annual Meeting of Shareholders of SpartanNash Company will be held at the JW Marriott Hotel, 235 Louis Street NW, Grand Rapids, Michigan 49503, on Wednesday, June 2, 2016, at 9:00 a.m., Eastern Daylight Time. At the meeting, we will consider and vote on:

Record date: You may vote if you were a shareholder of record on April 5, 2016.

If you plan to attend the meeting:Attendance is limited to shareholders of the Company, the holders of shareholder proxies and invited guests. You will be asked to present a valid driver’s license or other federal- or state-issued photo identification. If you are a shareholder of record, you must bring the admission ticket attached to your proxy card or your notice of availability of proxy materials to be admitted to the meeting. “Street name” shareholders must bring a copy of a brokerage statement reflecting stock ownership as of April 5, 2016.

Important Notice Regarding the Availability of Proxy Materials: SpartanNash’s Proxy Statement and annual report to Shareholders for the fiscal year ended January 2, 2016 are available for viewing via the Internet at www.edocumentview.com/SPTN.

In addition, you may obtain electronic copies of all of our filings with the U.S. Securities and Exchange Commission in the “Investor Relations” section of our website, www.spartannash.com, by clicking the “SEC Filings” link.

BY ORDER OF THE BOARD OF DIRECTORSDennis Eidson

Interim President and Chief Executive Officer

Kathleen M. Mahoney

Executive Vice President Chief Legal Officer and Secretary

April 19, 2016

SpartanNash CompanySPARTANNASH COMPANY

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD JUNE 2, 2016To our shareholders:

PROXY STATEMENT

Dated April 19, 2016

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider. You should carefully read the entire proxy statement and the Company’s annual report on Form 10-K before voting. We refer to the year ended January 2, 2016 as “fiscal 2015” and the fiscal year ended January 3, 2015 as “fiscal 2014.”

The 2020 Annual Meeting of Shareholders of SpartanNash Company will be held at the Company’s offices at 850 76^th Street SE, Byron Center, Michigan 49315, on Wednesday, May 20, 2020, at 9:00 a.m., Eastern Daylight Time. At the meeting, we will consider and vote on:

Record date:Meeting Agenda You may vote if you were a shareholder of record on March 23, 2020.

Voting Matters and Vote Recommendations

The Board of Directors recommends that you vote FOR the election of each nominee and FOR the approval of each of the other proposals described in this proxy statement.

Quorum and Vote Required

To conduct business at the annual meeting, a quorum of shareholders must be present. The presence in person or by properly executed proxy ofCompany, the holders of a majority of all issued and outstanding shares of SpartanNash common stock entitled to vote at the meeting is necessary for a quorum. To determine whether a quorum is present, we will include shares that are present or represented by proxy, including abstentions and shares represented by a broker non-vote on any matter.

A plurality of the shares voting is required to elect directors. This means that, if there are more nominees than positions to be filled, the nominees who receive the most votes will be elected to the open director positions. Abstentions, broker non-votes and other shares that are not voted in person or by proxy will not be included in the vote count to determine if a plurality of shares voted in favor of each nominee. As discussed on page 14 under “Majority Voting,” a director-nominee receiving a greater number of votes “withheld” than votes “for” election is required to offer promptly his or her resignation to the Nominating and Corporate Governance Committee upon certification of the shareholder vote.

The other proposals set forth in this proxy statement will be approved if a majority of the shares that are voted on the proposal at the meeting are voted in favor of approval. Abstentions, broker non-votes and other shares that are not voted on a proposal in person or by proxy will not be included in the vote count to determine if a majority of shares voted on the proposal voted in favor of approval.

We do not know of any other matters to be presented at the meeting. Generally, any other proposal to be voted on at the meeting would be approved if a majority of the shares that are voted on the proposal at the meeting are voted in favor of the proposal. Abstentions, broker non-votes and other shares that are not voted on the proposal in person or by proxy would not be included in the vote count to determine if a majority of shares voted on the proposal voted in favor of each such proposal.

Board Nominees

The following table provides summary information about each director who is nominated for election to serve a term of one year. Each director nominee is a current director and, during fiscal 2015, attended at least 95% of the meetings of the Board and each committee on which he or she was a member. Each director has been a director of the Company since the merger between Spartan Stores, Inc. and Nash-Finch Company on November 19, 2013 (the “Merger”) and was a director of Spartan Stores or Nash Finch before the Merger. Craig C. Sturken, the Chairman of the Board of Directors, will conclude his service at the annual meeting and is not standing for re-election.

Corporate Governance Highlights

The Board believes that effective corporate governance should reinforce a culture of corporate integrity, foster the Company’s pursuit of profitable growth and ensure quality and continuity of corporate leadership. Highlights of our governance practices include:

Recent Changes

In 2015, we removed all supermajority voting requirements from our Articles of Incorporation. All matters to be decided by our shareholders will be decided by a simple majority vote, unless otherwise required by the Michigan Business Corporation Act.

Executive Compensation Advisory Vote

In 2011, the Company’s shareholders voted to hold advisory votes on executive compensation on an annual basis. The next shareholder advisory vote on the frequency of shareholder say-on-pay votes is expected to occur in 2017.

We are asking our shareholders to approve on an advisory basis our named executive officer compensation for fiscal 2015. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on our executive compensation. The Board recommends a FOR vote because it believes that our compensation policies and practices are effective in achieving the Company’s goal of attracting, motivating, rewarding and retaining the senior management talent required to achieve our corporate objectives and increase shareholder value through long-term profitable growth. The Board believes that executive compensation is appropriately tied to corporate performance, as nearly 80% of our CEO’s 2015 target total direct compensation (salary, annual bonus opportunity, and long-term incentive opportunity) is at-risk, and our other named executive officers have nearly 65% of their 2015 target total direct compensation at risk.

Business Context

In fiscal 2015, we delivered another year of earnings growth in a challenging environment. Key accomplishments included:

Fiscal 2015 Chief Executive Officer Compensation

For fiscal 2015, the Board approved the following changes to our CEO’s compensation:

Executive Compensation Highlights

Who may attend the meeting

Only the Company’s shareholders, their duly-appointed proxies, and invited guests may attend the meeting.attend. If you are a shareholder of record, you must bring the admission ticket attached to your proxy card or your notice of availability of proxy materials to be admitted to the meeting. “Street name” shareholders must bring a copy of a brokerage statement reflecting stock ownership as of April 5, 2016. March 23, 2020.All attendees must present a valid driver’s license or other federal or state issued photo identification.

Who may vote

We intend to hold our annual meeting in person, however, we are sensitive to the public health and travel concerns our stockholders may have as well as recommendations that public health officials, federal, state and local governments have issued or may impose in light of the evolving coronavirus (COVID-19) pandemic.  In the event it is not possible or advisable to hold our annual meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication (i.e., a virtual-only meeting).  Please monitor our investor relations website at www.spartannash.com/investors for updated information if you plan to attend our meeting.

Important Notice Regarding the Availability of Proxy Materials: SpartanNash’s Proxy Statement and annual report to shareholders for the fiscal year ended December 28, 2019 are currently available for viewing via online at www.proxydocs.com/SPTN.

The Notice of Annual Meeting and accompanying Proxy Statement, Proxy, and 2019 annual report to shareholders were first sent or made available to our shareholders on April 8, 2020.  

Securities and Exchange Commission rules allow us to furnish our proxy statement and annual report to our shareholders on the Internet. We are pleased to take advantage of these rules and believe that they enable us to provide our shareholders with the information that they need, while lowering the cost of delivery and reducing the environmental impact of the documents related to our Annual Meeting. You may vote atobtain electronic copies of all of our filings with the annual meeting if you were a shareholderU.S. Securities and Exchange Commission in the “Investor Relations” section of recordour website, www.spartannash.com, by clicking the “SEC Filings” link.

We will not report on our results of SpartanNash common stock at the close of business on April 5, 2016. Each shareholder is entitled to one vote per share of SpartanNash common stock on each matter presented for a shareholder voteoperations at the meeting. AsPlease visit the Investor Relations section of April 5, 2016, there were 37,504,754 sharesour website, www.spartannash.com, for information about our business and results of SpartanNash common stock outstanding.operations.

HowThe Annual Meeting will be webcast live. Anyone may access the webcast by visiting the “Investor Relations” section of our website, www.spartannash.com, and following the links to vote

Registered Holders: If you are a registered shareholder (i.e., you ownthe live webcast. It is important that your shares directly and not through a broker or bank), SpartanNash offers you the convenience of voting through the Internet or by telephone, 24 hours a day, seven days a week. You may also vote by mail.

Internet Voting. You may vote via the Internet by visiting www.envisionreports.com/SPTN. You may navigate to the online voting site by clicking the “Cast Your Vote” button. Have the instructions attached to your proxy card ready when you access the site and follow the prompts to record your vote. This vote will be counted immediately and there is no need to send in your proxy card. Votes cast by Internet must be received by 1:00 a.m. Eastern Daylight Time on June 2, 2016.

Telephone Voting. To vote by telephone, dial the toll-free number on the instructions attached to your proxy card and listen for further directions. You must have a touch-tone phone. Telephonic votes will be counted immediately and there is no need to send in your proxy card. Votes cast by telephone must be received by 1:00 a.m. Eastern Daylight Time on June 2, 2016.

Voting by Mail. You may request a printed copy of your proxy card. If you properly sign and return the proxy card to the designated address, the shares represented by that proxy card will be voted at the annual meeting and at any adjournment of the meeting. Votes cast by mail must be received no later than the start of the meeting.

If you specify a choice on the proxy card that you return for voting, your shares will be voted as specified. If you do not specify a choice, your shares will be voted for election of each of the nominees named in this proxy statement, and for each of the proposals described in this proxy statement. If any other matter comes before the meeting, your shares will be voted in the discretion of the persons named as proxies on the proxy card.

Street Name Holders: You hold your shares in “street name” if your shares are registered in the name of a bank, broker or other nominee (which we will collectively reference as your “broker”). If you hold your shares in street name, then your broker must vote your street name shares in the manner you direct if you provide your broker with proper and timely voting instructions.PLEASE USE THE VOTING FORMS AND INSTRUCTIONS PROVIDED BY YOUR BROKER OR ITS AGENT.Theseforms and instructions typically permit you to give voting instructions by telephone or Internet, using a number or Internet address provided by the broker.You will NOT be able to vote street name shares using the internet address or telephone numbers established for

registered shareholders as described in the prior Question and Answer. If you are a street name holder and later want to change your vote, you must contact your broker.

Please note that you may NOT vote shares held in street name in person at the annual meeting unless you request and receive a valid proxy from your broker.

Failure to Vote

If you are a registered shareholder (i.e., you own your shares directly and not through a broker or bank) and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the Annual Meeting.

If you hold your shares in street name and do not provide timely voting instructions to your broker or bank, then your broker or bank may vote your shares only on “routine” matters, such as the ratification of the Company’s independent public accounting firm. NYSE rules applicable to its member firms provide that your broker may not vote uninstructed shares on a discretionary basis on non-routine matters, such as the election of directors or approval of the executive compensation proposal. In such cases, the broker can register your shares as being present at the Annual Meeting, for purposesregardless of determining the presence of a quorum, but will not be able tohow many shares you own. Please vote on non-routine matters. This is called a “broker non-vote.”

Revoking a Proxy

You may revoke your proxy at any time before it is voted at the meeting by takingshares using any of the following four actions:

Merely attending the meeting will not by itself, revokeaffect your proxy; you must cast a subsequentright to vote at the meeting using forms provided for that purpose. Your last valid vote that we receive before or at the annual meeting is the vote that will be counted.

Adjournment

The shareholders present at the meeting, in person or by proxy, may, by a majority vote, adjourn the meeting despite the absence of a quorum. Shares represented by proxy may be voted in the discretion of the proxy holder on a proposal to adjourn the meeting. If a quorum is not present at the meeting, we expect the Chairman of the Board to adjourn the meeting to solicit additional proxies, as is authorized under the Company’s Bylaws. In addition, the Chairman may adjourn the meeting in the event of disorder or under other circumstances consistent with the Company’s bylaws and rules of conduct for the annual meeting.

Multiple Proxies/Instruction Cards

Ifif you receive more than one proxy statement and instruction card,your shares are registered differently or are in more than one account. Please provide voting instructions for all proxy and voting instruction cards you receive.attend.

Meeting Results

We will announce preliminary voting results at the annual meeting and publish final results in a current report on Form 8-K within four business days after the annual meeting.

The Board of Directors proposes that the following ten individuals be elected as directors of SpartanNash for a one-year term expiring at the 2017 annual meeting of shareholders:

M. Shân Atkins

Dennis Eidson

Mickey P. ForetInterim President and Chief Executive Officer

Your vote is important. Even if you plan to attend the meeting, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY OR VOTE BY PHONE OR ONLINE.

SPARTANNASH COMPANY

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To our shareholders:

The 2020 Annual Meeting of Shareholders of SpartanNash Company will be held at the Company’s offices at 850 76^th Street SE, Byron Center, Michigan 49315, on Wednesday, May 20, 2020, at 9:00 a.m., Eastern Daylight Time. At the meeting, we will consider and vote on:

Record date: You may vote if you were a shareholder of record on March 23, 2020.

If you plan to attend the meeting: Only shareholders of the Company, the holders of shareholder proxies, and invited guests may attend. If you are a shareholder of record, you must bring the admission ticket attached to your proxy card or your notice of availability of proxy materials to be admitted to the meeting. “Street name” shareholders must bring a copy of a brokerage statement reflecting stock ownership as of March 23, 2020.All attendees must present valid federal or state issued photo identification.

We intend to hold our annual meeting in person, however, we are sensitive to the public health and travel concerns our stockholders may have as well as recommendations that public health officials, federal, state and local governments have issued or may impose in light of the evolving coronavirus (COVID-19) pandemic.  In the event it is not possible or advisable to hold our annual meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication (i.e., a virtual-only meeting).  Please monitor our investor relations website at www.spartannash.com/investors for updated information if you plan to attend our meeting.

Important Notice Regarding the Availability of Proxy Materials: SpartanNash’s Proxy Statement and annual report to shareholders for the fiscal year ended December 28, 2019 are currently available for viewing via online at www.proxydocs.com/SPTN.

The Notice of Annual Meeting and accompanying Proxy Statement, Proxy, and 2019 annual report to shareholders were first sent or made available to our shareholders on April 8, 2020.  

Securities and Exchange Commission rules allow us to furnish our proxy statement and annual report to our shareholders on the Internet. We are pleased to take advantage of these rules and believe that they enable us to provide our shareholders with the information that they need, while lowering the cost of delivery and reducing the environmental impact of the documents related to our Annual Meeting. You may obtain electronic copies of all of our filings with the U.S. Securities and Exchange Commission in the “Investor Relations” section of our website, www.spartannash.com, by clicking the “SEC Filings” link.

We will not report on our results of operations at the meeting. Please visit the Investor Relations section of our website, www.spartannash.com, for information about our business and results of operations.

The Annual Meeting will be webcast live. Anyone may access the webcast by visiting the “Investor Relations” section of our website, www.spartannash.com, and following the links to the live webcast. It is important that your shares be represented at the Annual Meeting, regardless of how many shares you own. Please vote your shares using any of the means described in our proxy statement. Voting your shares prior to the meeting will not affect your right to vote in person if you attend.

BY ORDER OF THE BOARD OF DIRECTORS

Your vote is important. Even if you plan to attend the meeting, PLEASE VOTE PROMPTLY ONLINE, BY PHONE, OR BY MAIL. See the information in the “General Information About the Meeting” section regarding how to vote, revoke a proxy, and vote in person.

TABLE OF CONTENTS

SpartanNash Company

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD May 20, 2020

PROXY STATEMENT

Dated April 8, 2020

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider. You should carefully read the entire proxy statement and the Company’s annual report on Form 10-K before voting. We refer to the fiscal year ended December 28, 2019 as “2019,” the fiscal year ended December 29, 2018 as “2018,” and the fiscal year ended December 30, 2017 as “2017.” We refer to SpartanNash Company as “SpartanNash,” the “Company,” “we,” and “us.”

Annual Meeting of Shareholders

* In the event it is not possible or advisable to hold our annual meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication (i.e., a virtual-only meeting).  

Meeting Agenda

Voting Matters and Vote Recommendations

The Board of Directors recommends that you vote FOR the election of each nominee, FOR approval of the SpartanNash Company Stock Incentive Plan of 2020, FOR approval of the Company’s executive compensation, and FOR the ratification of the selection of Deloitte & Touche LLP.

PROXY SUMMARY (cont’d)

Quorum and Vote Required

The presence in person or by properly executed proxy of the holders of a majority of all issued and outstanding shares of SpartanNash common stock entitled to vote at the meeting is necessary for a quorum. We will count toward a quorum any shares that are present or represented by proxy, including abstentions and shares represented by a broker non-vote on any matter.

A plurality of the shares voting is required to elect directors. This means that, if there are more nominees than positions to be filled, the nominees who receive the most votes will be elected to the open director positions. Abstentions, broker non-votes and other shares that are not voted in person or by proxy will not be included in the vote count to determine if a plurality of shares voted in favor of each nominee. A director-nominee receiving a greater number of votes “withheld” than votes “for” election is required to offer promptly his or her resignation to the Nominating and Corporate Governance Committee upon certification of the shareholder vote.

The other proposals set forth in this proxy statement will be approved if a majority of the shares that are voted on the proposal at the meeting are voted in favor of approval. Abstentions, broker non-votes and other shares that are not voted on a proposal in person or by proxy will not be included in the vote count to determine if a majority of shares voted on the proposal voted in favor of approval. The outcome of the advisory vote to approve executive compensation will not be binding on the Company, but the Compensation Committee and the Board of Directors will consider the voting results when making future compensation decisions.

We do not know of any other matters to be presented at the meeting. Generally, any other proposal to be voted on at the meeting would be approved if a majority of the shares that are voted on the proposal at the meeting are voted in favor of the proposal. Abstentions, broker non-votes and other shares that are not voted on the proposal in person or by proxy would not be included in the vote count to determine if a majority of shares voted on the proposal voted in favor of each such proposal.

PROXY SUMMARY (cont’d)

Board of Directors

The following table provides summary information about our directors during fiscal 2019. During fiscal 2019, each director attended at least 88% of the meetings of the Board and each committee on which he or she was a member.   

PROXY SUMMARY (cont’d)

Corporate Governance Highlights

The Board believes that effective corporate governance should reinforce a culture of corporate integrity, foster the Company’s pursuit of profitable growth and ensure quality and continuity of corporate leadership. Highlights of our governance practices include:

Executive Compensation Advisory Vote

We are asking our shareholders to approve on an advisory basis our named executive officer compensation for 2019 (the “say-on-pay” proposal). The Board recommends a FOR vote because it believes that our compensation policies and practices are effective in achieving the Company’s goal of attracting, motivating, rewarding and retaining the senior management talent required to achieve our corporate objectives and increase shareholder value through long-term profitable growth. The Board believes that executive compensation is appropriately tied to corporate performance.

Shareholder Outreach

During 2019 our executive leadership team actively sought out engagement with our investors to discuss our Company, our governance practices, and other topics of importance to investors. Our Board of Directors believes that Company management should proactively seek productive dialogue with our shareholders.

ELECTION OF DIRECTORS

The Board of Directors proposes that the following individuals be elected as directors of SpartanNash for a one-year term expiring at the 2021 Annual Meeting:

M. Shân Atkins

Dennis Eidson

Frank M. Gambino

Douglas A. Hacker

Yvonne R. Jackson

Matthew Mannelly

Elizabeth A. Nickels

Timothy J. O’Donovan

Hawthorne L. Proctor

William R. Voss

Biographical information concerning the nominees appears below under the heading “The Board of Directors.” The persons named as proxies on the proxy card intend to vote for the election of each of the nominees. The proposed nominees are willing to be elected and to serve as directors. If any nominee becomes unable to serve or is otherwise unavailable for election, which we do not anticipate, the incumbent Board of Directors may select a substitute nominee. If a substitute nominee is selected, the shares represented by your proxy card will be voted for the election of the substitute nominee, unless you give other instructions. If a substitute is not selected, all proxies will be voted for the election of the remaining nominees. Proxies will not be voted for more than tennine nominees.

Your Board of Directors recommends that you voteFOR election of all nominees as directors.

STOCK INCENTIVE PLAN OF 2020

Background and Purpose of the SpartanNash Stock Incentive Plan of 2020

On February 26, 2020, upon the recommendation of the Compensation Committee, the Board approved the SpartanNash Company 2020 Stock Plan of 2020 (the “2020 Stock Plan”), subject to shareholder approval at the 2020 Annual Meeting. The 2020 Stock Plan will replace the Company’s existing Stock Plan: the SpartanNash Company Stock Incentive Plan of 2015 (the “2015 Stock Plan”). If the 2020 Stock Plan is approved by our shareholders, it will become effective as of May 22, 2020 (the “Effective Date”). If this proposal is approved, the number of shares of SpartanNash Common Stock that will be reserved for issuance under the 2020 Stock Plan will consist of 1,635,000 newly reserved shares plus the number of shares available for grant under the 2015 Stock Plan as of the effective date of the 2020 Stock Plan (which is estimated to be approximately 735,000 shares as of March 23, 2020).

If the 2020 Stock Plan is approved, no further awards will be made under the 2015 Stock Incentive Plan (although all outstanding awards previously granted under the 2015 Stock Plan will remain outstanding and subject to the terms of that plan). If the 2020 Stock Plan is not approved by our shareholders, no awards will be made under it, and we would then continue to use the 2015 Stock Plan in its current form as the framework for our equity incentive compensation program until the authorized shares are depleted (which is anticipated to occur in the near future based on current and forecasted usage). On March 23, 2020, the closing price of our common stock as quoted by Nasdaq was $16.24 per share.

Key Component of Compensation

Equity compensation is a key component of our total compensation package. Attracting, retaining and motivating specialized talent is critical to achieving our strategic and operating goals and is essential to increase shareholder value. We believe that grants of equity allow us to remain competitive in the marketplace, enabling us to link executive compensation to performance, and attract, retain and motivate high-caliber talent dedicated to our long-term growth and success. The adoption of the 2020 Stock Plan is necessary to allow SpartanNash to continue to utilize equity awards as part of our compensation plans. If the 2020 Stock Plan is not approved, the Company will be unable to continue to utilize equity compensation as part of its overall compensation program because the shares available under the Company’s 2015 Stock Plan will be exhausted in the near future based on current and forecasted usage.

The following discussion and summary of the material terms of the 2020 Stock Plan is qualified in its entirety by reference to the full text of the 2020 Stock Plan which is set forth in Appendix A to this proxy statement.

Key Features of the 2020 Stock Plan

The following features of the 2020 Stock Plan are intended to protect the interests of our shareholders:  

STOCK INCENTIVE PLAN 2020 (cont’d)

STOCK INCENTIVE PLAN 2020 (cont’d)

The Committee expects that the number of shares available, if approved by our shareholders, will satisfy equity compensation needs for approximately four years based on historical grant practices.

Determination of Number of Shares for the 2020 Stock Plan

In setting the number of shares authorized under the 2020 Stock Plan for which shareholder approval is being sought, the Committee and the Board of Directors considered, among other factors, the historical amounts of equity awards granted by the Company and the potential future grants over the next several years. Below is information regarding the Company’s burn rates for all grants of equity under all shareholder-approved equity plans for the past three fiscal years and the Company’s total potential dilution.

Burn Rate

Burn rate, a measure of the level at which a company uses shares available for grant under its equity compensation plans, is an important factor for investors concerned about shareholder dilution. Burn rate is defined as, in a given fiscal year, the number of shares subject to equity awards granted divided by the weighted average number of shares outstanding. In setting and recommending to our shareholders the number of shares to be authorized under the 2020 Stock Plan, the Board considered the Company’s burn rate for each of the past three fiscal years (only restricted shares were awarded during this period). The calculation of our burn rate for each year is shown in the table below:

Based on the burn rates in fiscal years 2019, 2018 and 2017, our three-year average burn rate was 1.16%, which we believe is below the mean for our industry.

STOCK INCENTIVE PLAN 2020 (cont’d)

Dilution Assuming Approval of the 2020 Plan

The potential dilution, or overhang, is a common measure to assess the dilutive impact of equity plans. Total potential dilution is equal to (i) the number of shares available to be granted as future equity awards plus the number of shares subject to outstanding equity awards, divided by (ii) such total number of shares plus the total number of shares outstanding. Total potential dilution, prior to and after shareholder approval of the 2020 Stock Plan, is shown in the table below:

New Plan Benefits

As of March 23, 2020, the record date for the Annual Meeting, the Committee has not authorized specific grants of awards to be made under the 2020 Stock Plan. The 2020 Stock Plan does not establish specific awards that will be granted after approval. In setting award amounts for plan participants, the Committee considers a variety of factors such as: competitive market practice, the proportion of each executive’s total compensation to be delivered as a long-term incentive award, internal pay equity, executive performance, retention concerns, and the Company’s performance. The Committee will make these determinations in its discretion, subject to the terms of the 2020 Stock Plan.

Description of 2020 Stock Plan

Administration. The Committee will administer the 2020 Stock Plan and will have full power and authority to determine when and to whom awards will be granted, and the type, amount and other terms and conditions of each award, consistent with the provisions of the 2020 Stock Plan. Subject to the provisions of the 2020 Stock Plan, the Committee may amend the terms of, or accelerate the exercisability of, an outstanding award. The Committee will have authority to interpret the 2020 Stock Plan and establish rules and regulations for the administration of the 2020 Stock Plan.

The Committee may delegate its powers under the 2020 Stock Plan to the Chief Executive Officer and/or one or more executive officers, subject to the requirements of applicable law and exchange requirements. However, such delegated officers will not be permitted to grant awards to any members of the Board or executive officers who are subject to Section 16 of the Exchange Act.

Eligibility. Any employee, officer, consultant or independent contractor providing services to SpartanNash Company or an affiliate, or any person to whom an offer of employment or engagement has been made, and who is selected by the Committee to participate, is eligible to receive an award under the 2020 Stock Plan. Any member of the Board is also eligible to receive an award under the 2020 Stock Plan. The number of persons eligible to participate as of March 23, 2020 (the record date for the meeting), had the 2020 Stock Plan been in effect, is estimated to be approximately 19,000 individuals; including 8 non-employee directors and 10 executive officers; however, historically the Committee has not granted awards to more than approximately 160 associates and 8 non-employee directors in any single fiscal year.

STOCK INCENTIVE PLAN 2020 (cont’d)

Shares Available for Awards. The aggregate number of shares that may be issued under all stock-based awards made under the 2020 Stock Plan will be 1,635,000 shares plus the remaining shares available for issuance under the 2015 Stock Plan, which was approximately 735,000 shares as of March 23, 2020. All shares subject to awards, regardless the type of award, will count against the 2020 Stock Plan’s reserve on a 1:1 basis for each share subject to the award. If awards issued under the 2020 Stock Plan expire or otherwise terminate without being exercised or settled or are cash settled, the shares of common stock not acquired pursuant to such awards shall again become available for issuance under the 2020 Stock Plan. Further, if any Shares subject to any outstanding award under the 2015 Stock Plan are not purchased or are forfeited or reacquired by the Company, or otherwise not delivered to participants due to termination or cancellation of such award, the outstanding awards shall become available for issuance under the 2020 Stock Plan.

The Committee will adjust the number of shares and share limits described above, as well as the individual limits, in the case of a stock dividend, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-off, repurchase or exchange of shares, or other similar corporate transaction if such an adjustment is necessary to prevent dilution or enlargement of the benefits available under the 2020 Stock Plan. Any adjustment determination made by the Committee shall be final, binding and conclusive.

Individual Limits. The aggregate number of shares of the Company’s common stock that may be issued in a calendar year under the 2020 Stock Plan to an individual employee, officer, consultant, independent contractor or advisor is 575,000 shares. For any non-employee director, the sum of the grant date fair value of equity-based awards and the amount of cash-based compensation earned by such director during any calendar year may not exceed $750,000. The independent members of the Board may make exceptions to this limit for a non-executive chair of the Board, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation.

Type of Awards and Terms and Conditions. The 2020 Stock Plan provides that the Committee may grant awards to eligible participants in any of the following forms, subject to such terms, conditions and provisions as the Committee may determine to be necessary or desirable:

The Committee will have the right to make the timing of the grant and/or the issuance, ability to retain, vesting, exercise and/or settlement of awards subject to completion of a minimum period of service, achievement of one or more performance goals or both as deemed appropriate by the Committee; provided, that a maximum of five percent of the aggregate number of shares available for issuance under the 2020 Stock Plan may be issued with the terms providing for a right of exercise or a lapse on any vesting condition earlier than a date that is at least one year following the date of grant (or, in the case of vesting based upon performance-based objectives, exercise and vesting restrictions cannot lapse earlier than the one-year anniversary, measured from the commencement of the period over which performance is evaluated), provided that an award agreement by its terms may permit acceleration or waiver of the minimum restrictions upon a Change in Control or upon the participant’s death, disability, retirement or involuntary termination.

STOCK INCENTIVE PLAN 2020 (cont’d)

In the case of awards issued to non-employee directors at the time of the annual meeting, the minimum vesting period is measured from grant until the next annual meeting date that is at least 50 weeks after the immediately preceding year’s annual meeting date the grant date. In addition, shares that are issued in substitute for awards that are assumed, converted, or substituted pursuant to a merger or similar transaction and shares that are delivered in lieu of fully vested cash incentive compensation relating to a performance period of at least one year need not comply with the minimum vesting period.

Options and SARs. The holder of an option is entitled to purchase a number of shares of our common stock at a specified exercise price during a specified time period, all as determined by the Committee. The holder of a SAR is entitled to receive the excess of the fair market value (calculated as of the exercise date) of a specified number of shares of our common stock over the grant price of the SAR. We would receive no consideration for options or SARs granted under the 2020 Stock Plan, other than the services rendered by the holder in his or her capacity as an employee, officer, director, consultant or independent contractor of the Company

Restricted Stock and Restricted Stock Units. The holder of restricted stock will own shares of our common stock subject to restrictions imposed by the Committee for a specified time period determined by the Committee. The holder of a restricted stock unit (RSU) will have the right, subject to restrictions imposed by the Committee, to receive shares of our common stock at some future date determined by the Committee. The grant, issuance, retention, vesting and/or settlement of restricted stock and restricted stock units will occur at such times and in such installments as are determined by the Committee, subject to the minimum vesting provisions described above. A restricted stock or RSU award that is conditioned in whole or in part upon the achievement of one or more financial or other company-related performance goals (including goals specific to the participant's individual performance, other than performance of service alone) is generally referred to as a performance share or performance share unit (PSU) award.

STOCK INCENTIVE PLAN 2020 (cont’d)

Dividend Equivalents. The holder of a dividend equivalent will be entitled to receive payments (in cash or shares of our common stock) equivalent to the amount of cash dividends paid by the Company to shareholders with respect to the number of shares determined by the Committee. Dividend equivalents will be subject to other terms and conditions determined by the Committee, but the Committee may not (i) grant dividend equivalents in connection with options or SARs or (ii) pay a dividend equivalent with respect to a share underlying any other award prior to the date on which all conditions or restrictions on such share have been satisfied or lapsed.

Other Stock-Based Awards. The Committee is also authorized to grant other types of awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to shares of our common stock, subject to terms and conditions determined by the Committee and the limitations in the 2020 Stock Plan. No such stock-based awards will contain a purchase right or an option-like exercise feature.

Termination and Amendment

The 2020 Stock Plan has a term of ten years expiring on May 20, 2030, unless terminated earlier by the Board. The Board may from time to time amend, suspend or terminate the 2020 Stock Plan. No amendment or modification of the 2020 Stock Plan may be made that would adversely affect any outstanding award without the consent of the participant or the current holder of the award (except in the case of amendments to comply with law, regulation or stock exchange policy or amendments in connection with a corporate transaction as described below). Amendments to the 2020 Stock Plan must be approved by the shareholders, if required under the listing requirements of the Nasdaq Global Select Market or any other securities exchange applicable to the Company, or if the amendment would (i) increase the number of shares authorized under the 2020 Stock Plan (other than in connection with certain equitable adjustments), (ii) permit a repricing of options or SARs, (iii) permit the award of options or SARs with an exercise price less than 100% of the fair market value of a share on the date of grant, (iv) increase the maximum term of options or SARs, or (v) increase the annual per-person share limits under the 2020 Stock Plan.

Effect of Corporate Transaction

Awards under the 2020 Stock Plan are generally subject to special provisions upon the occurrence of any reorganization, merger, consolidation, split-up, spin-off, combination, plan of arrangement, take-over bid or tender offer, repurchase or exchange of shares, or any other similar corporate transaction or event involving the Company. The Committee or the Board may provide for any of the following to be effective upon the occurrence of the event (or effective immediately prior to the consummation of such event, as long as the event is consummated):

STOCK INCENTIVE PLAN 2020 (cont’d)

In general terms, a “change in control” under the 2020 Stock Plan occurs (i) upon an acquisition by a person, entity or affiliated group, with certain exceptions, of 20% or more of the Company’s then outstanding common stock or voting securities; (ii) upon a majority of the incumbent Board members ceasing for any reason to constitute a majority of the Board; (iii) consummation of an organization, merger, or consolidation into another entity unless (i) the holders of the Company’s voting shares immediately prior to the corporate transaction have at least 50% of the combined voting shares in the merged entity or its parent, (ii) no person owns 20% or more of outstanding voting shares, or (iii) the majority of the Company’s Board remains incumbent; or (iv) Consummation of a plan or liquidation or dissolution of the Company or the sale or other disposition of all or substantially all of the Company’ s assets, with certain exceptions.

The Company’s recent practice has been to provide for acceleration if the participant is terminated within a period of time after a change of control or if an acquiring entity does not assume outstanding awards.

Limited Transferability of Awards. Generally, no award or other right or interest of a participant under the 2020 Stock Plan (other than fully vested and unrestricted shares issued pursuant to an award) shall be transferable by a participant other than by will or by the laws of descent and distribution, and no right or award may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance shall be void and unenforceable against the Company or any affiliates. However, the Committee may allow transfer of an award to family members for no value, and such transfer shall comply with the General Instructions to Form S-8 under the Securities Act of 1933, as amended. The Committee may establish procedures to allow a named beneficiary to exercise the rights of the participant and receive any property distributable with respect to any award upon the participant’s death.

Federal Income Tax Consequences

This discussion regarding federal tax consequences is intended as general information. Alternative minimum tax and foreign, state and local income taxes are not discussed, and may vary depending on individual circumstances and from locality to locality.

Grant of Options and SARs. The grant of a stock option or SAR is not expected to result in any taxable income to the recipient.

Exercise of Options and SARs. Upon exercising a non-qualified stock option, the optionee must recognize ordinary income equal to the excess of the fair market value of the shares of the Company’s common stock acquired on the date of exercise over the exercise price, and we generally will be entitled at that time to an income tax deduction for the same amount. The holder of an ISO generally will have no taxable income upon exercising the option (except that an alternative minimum tax liability may arise), and we will not be entitled to an income tax deduction. Upon exercising a SAR, the amount of any cash received and the fair market value on the exercise date of any shares of our common stock received are taxable to the recipient as ordinary income and generally are deductible by us.

Disposition of Shares Acquired Upon Exercise of Options and SARs. The tax consequence upon a disposition of shares acquired through the exercise of an option or SAR will depend on how long the shares have been held and whether the shares were acquired by exercising an ISO or by exercising a non-qualified stock option or SAR. Generally, there will be no tax consequence to the Company in connection with the disposition of shares acquired under an option or SAR, except that the Company may be entitled to an income tax deduction in the case of the disposition of shares acquired under an ISO, if the disposition occurs before the applicable ISO holding periods set forth in the Internal Revenue Code have been satisfied.

STOCK INCENTIVE PLAN 2020 (cont’d)

Restricted Stock.  Recipients of grants of restricted stock generally will be required to include as taxable ordinary income the fair market value of the restricted stock at the time it is no longer subject to a substantial risk of forfeiture. However, an award holder who makes an 83(b) election within 30 days of the date of grant of the restricted stock will incur taxable ordinary income on the date of grant equal to the fair market value of such shares of restricted stock (determined without regard to forfeiture restrictions). With respect to the sale of shares after the forfeiture restrictions have expired, the holding period to determine whether the award recipient has long-term or short-term capital gain or loss generally begins when the restrictions expire, and the tax basis for such shares will generally be based on the fair market value of the shares on that date. However, if the award holder made an 83(b) election as described above, the holding period commences on the date of such election, and the tax basis will be equal to the fair market value of the shares on the date of the election (determined without regard to the forfeiture restrictions on the shares). If the award permits dividends to accrue while the restricted stock is subject to a substantial risk of forfeiture, such dividends will be paid if and when the underlying stock vests and will also be taxed as ordinary income. We generally will be entitled to an income tax deduction equal to amounts the award holder includes in ordinary income at the time of such income inclusion.

Restricted Stock Units and Other Stock-Based Awards. Recipients of grants of restricted stock units (including performance share units) will not incur any federal income tax liability at the time the awards are granted. Award holders will recognize ordinary income equal to (a) the amount of cash received under the terms of the award or, as applicable, (b) the fair market value of the shares received (determined as of the date of receipt) under the terms of the award. If the award permits dividend equivalent amounts to accrue while the restricted stock unit is subject to a substantial risk of forfeiture, such dividend equivalent amounts will be paid if and when the underlying stock unit vests and will also be taxed as ordinary income. Cash or shares to be received pursuant to any other stock-based award generally become payable when applicable forfeiture restrictions lapse; provided, however, that, if the terms of the award so provide, payment may be delayed until a later date to the extent permitted under applicable tax laws. We generally will be entitled to an income tax deduction for any amounts included by the award holder as ordinary income. For awards that are payable in shares, participant’s tax basis is equal to the fair market value of the shares at the time the shares become payable. Upon the sale of the shares, appreciation (or depreciation) after the shares are paid is treated as either short-term or long-term capital gain (or loss) depending on how long the shares have been held.

Income Tax Deduction. Subject to the usual rules concerning reasonable compensation, including our obligation to withhold or otherwise collect certain income and payroll taxes, we generally will be entitled to a corresponding income tax deduction at the time a participant recognizes ordinary income from awards made under the 2020 Stock Plan. However, Section 162(m) of the Code prohibits publicly held corporations from deducting more than $1 million per year in compensation paid to certain named executive officers. The Tax Cuts and Jobs Act (the “Act”), which was signed into law at the end of 2017, made significant changes to the deduction limit under Section 162(m), which are effective for taxable years beginning on and after January 1, 2018. The Act eliminated the exception to the deduction limit for qualified performance-based compensation and broadens the application of the deduction limit to certain current and former executive officers who previously were exempt from such limit. Therefore, compensation paid to a covered executive under the 2020 Stock Plan in excess of $1 million generally will not be deductible.

Section 409A of the Internal Revenue Code. The Committee intends to administer and interpret the 2020 Stock Plan and all award agreements in a manner consistent to satisfy the requirements of Section 409A of the Internal Revenue Code to avoid any adverse tax results thereunder to a holder of an award.

Vote Required and Recommendation

The affirmative vote of the majority of the shares of our common stock present in person or by proxy and entitled to vote at the Annual Meeting is required for the approval of the 2020 Stock Plan.

Your Board of Directors recommends that you vote FOR the adoption of the 2020 Stock Plan.

ADVISORY (NON-BINDING) APPROVAL OF THE COMPENSATION OF NAMED EXECUTIVE OFFICERS

As requiredrequired under Section 14A of the Securities Exchange Act of 1934, shareholders may cast an advisory vote on the compensation of the Company’s named executive officers as disclosed in this proxy statement pursuant to the SEC’s compensation disclosure rules.At the Company’s 2017 Annual Meeting, shareholders voted in favor of advisory approval of named executive officer compensation on an annual basis. The next shareholder vote regarding the frequency of advisory approval of named executive officer compensation will occur at the 2023 Annual Meeting.

As described in more detail in the “Executive Compensation” section of this proxy statement, the Company has designed its executive compensation programs to attract, motivate, reward and retain the senior management talent to manage the Company to achieve our corporate objectives and increase shareholder value through long-term profitable growth. OurWe believe our compensation programs are focused on pay-for-performance principles and are strongly aligned with the long-term interests of our shareholders. For these reasons, and the reasons discussed in the “Compensation Discussion and Analysis” section of this proxy statement, we are asking our shareholders to vote “FOR” the adoption of the following resolution:

“RESOLVED, that the shareholders of SpartanNash Company (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2016 Annual Meeting of Shareholders2020 annual meeting under the heading entitled “Executive Compensation.”

This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy and programs described in this proxy statement.

The vote is not binding on the Company, the Board of Directors or the Compensation Committee. However, the Board of Directors and Compensation Committee value the opinions of our shareholders and will take the results of the vote into consideration when making future decisions regarding executive compensation.

Your Board of Directors Recommends That You Voterecommends that you vote FOR Approval approval of the Compensationcompensation of the Company’s Named Executive Officers

SpartanNash’snNash’s Audit Committee has approved the selection of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent auditors to audit the financial statements and internal controls of SpartanNash and its subsidiaries for the fiscal year ending December 31, 2016,January 2, 2021, and to perform such other appropriate accounting services as may be approved by the Audit Committee. The Audit Committee and the Board of Directors propose and recommend that shareholders ratify the selection of Deloitte to serve as the Company’s independent auditors for fiscal 2016.2020.

The Audit Committee evaluates the independence of the auditors at least annually. Deloitte has provided written affirmation that they are independent under all applicable standards, and the Audit Committee believes that Deloitte has effective internal monitoring of their independence. The Company and Deloitte have complied with SEC requirements on audit partner rotation. The lead audit partner was most recently replacedrotated for the fiscal year endedending December 28, 2013.29, 2018.

Independence is not the sole factor in the selection of the Company’s independent auditor. The Audit Committee also considers price, quality of service and knowledge of SpartanNash and the Company’s industry when selecting its auditor.

More information concerning the relationship of the Company with its independent auditors appears below under the headings “Audit Committee,” “Independent Auditors,” and “Audit Committee Report.”

If the shareholders do not ratify the selection of Deloitte, the Audit Committee will consider a change in auditors for the next year.

Representatives of Deloitte are expected to be present at the annual meeting,Annual Meeting, will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions from shareholders.

Your Audit Committee which consists entirely of independent directors, and Board of Directors recommend that you voteFOR ratification of the selection of Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 31, 2016.

January 2, 2021.

 

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		10		SpartanNash Company Proxy Statement

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CORPORATE GOVERNANCE PRINCIPLES

Sparta

SpartanNashnNash is committed to developing and implementing principles of corporate governance to help the Board fulfill its responsibilities to shareholders and to provide a framework for overseeing the management of the Company. The Board has adopted a written Corporate Governance Policy. The Policy is designed to communicate our fundamental governance principles and to provide management, associates, and shareholders with insight to the Board’s ethical standards, expectations for conducting business, and decision-making processes.

More information regarding the Company’s corporate governance, including a copy of our Corporate Governance Policy, is available in the “Investor Relations — Corporate Governance” section of our website, www.spartannash.com.

Director Independence

SpartanNash’s Corporate Governance Policy requires that at least two-thirds of the directors must be independent. Currently, tenEight of our elevennine current directors are independent under Nasdaq Marketplace Rules.

Director Tenure

The Board of Directors considers the length of service of a director when determining whether he or she is “independent” under applicable rules.

Because the merger of Nash Finch and Spartan Stores in 2013 (the “Merger”) fundamentally transformed each constituent company and created a new, larger, and more complex organization, the Board believes it is appropriate to measure director tenure by reference to service to the combined company. The table below presents the approximate tenure of each non-management director and the average for the Board, measured with respect to the combined companies, and the “registrant.”

Director Tenure

 

Director		Years of Service to SpartanNash Company*				Years of Service to “Registrant”**				Years of Service to SpartanNash Company*				Years of Service to “Registrant”**
Craig C. Sturken			2.4				13.1
M. Shân Atkins			2.4				12.8				6.4				16.8
Mickey Foret			2.4				2.4
Frank Gambino			2.4				12.8				6.4				16.8
Doug Hacker			2.4				2.4				6.4				6.4
Yvonne Jackson			2.4				5.5				6.4				9.5
Matthew Mannelly											2.1				2.1
Elizabeth Nickels			2.4				15.8				6.4				19.8
Timothy O’Donovan			2.4				12.8
Hawthorne L. Proctor			2.4				2.4				6.4				6.4
William Voss			2.4				2.4				6.4				6.4
Average			2.4				8.2				5.9				10.5

* Since the merger of Spartan Stores and Nash Finch on November 19, 2013 through the date of this proxy statement.

*	Since the merger of Spartan Stores and Nash Finch on November 19, 2013 through the date of this proxy statement.

**	** Service only to SpartanNash Company (f/k/a Spartan Stores, Inc.), which is the “registrant” for SEC reporting purposes.

		11		SpartanNash Company Proxy Statement

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CORPORATE GOVERNANCE PRINCIPLES (cont’d)

The Board engages in self-evaluation annually, using two processes in alternate years. In one year, the Board evaluates and assesses Committee performance and overall Board performance. In the alternate years,year, the Board conducts a peer review process of individual directors and assesses overall Board performance.directors. The Board believes that these processes help promote a culture of objective and robust discussion and deliberation.

The Board of Directors’ Role in Risk Oversight

Management of risk is the direct responsibility of the Company’s senior leadership team. The Board of Directors is responsible for overseeing the Company’s risk management and risk mitigation. In its oversight of the Company’s risk-management process, the Board seeks to ensure that the Company is informed and deliberate in its risk-taking. The Company’s primary mechanisms for risk management are the Company’s enterprise risk management program (“ERM”), its internal audit program, strategic review sessions held between the Board and management, and the Company’s external audit by an independent accounting firm.

The Company relies on its ERM process to help identify, monitor, measure and manage risks. The ERM approach is designed to enable the Board of Directors to establish a mutual understanding with management of the effectiveness of the Company’s risk management practices and capabilities. The Company’s internal audit department provides management and the Board with information and analysis regarding operational, compliance and strategic risks, and seeks to improve business processes to minimize risks of fraud and abuse. Management and the internal audit department provide the Audit Committee with reports and updates on risk management matters at each Audit Committee meeting.

17	SpartanNash Company Proxy Statement

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CORPORATE GOVERNANCE PRINCIPLES (cont’d)

The Board of Directors continuously analyzes the Company’s strategic plan and objectives with management. As part of this process, the Board and management identify and assess strategic risks attendant to initiatives such as acquisitions and divestitures, major investments, financings and capital commitments.

The Board implements its risk oversight function both as a whole and through Committees, which meet regularly and report back to the full Board. In particular:

The Audit Committee oversees risks related to the Company’s financial statements, the financial reporting process, accounting and legal matters. The Audit Committee oversees the Company’s internal audit and ethics programs, including the Company’s Code of Conduct. On a regular basis, the Audit Committee members meet independently with the Company’s head of internal audit and representatives of the independent auditing firmfirm; and the Company’s Chief Financial Officer.Officer, Chief Accounting Officer and Legal Department.

The Compensation Committee evaluates the risks and rewards associated with the Company’s compensation philosophy and programs. As discussed in more detail in the Compensation Discussion and Analysis section of this proxy statement, theThe Compensation Committee reviews and approves compensation programs with features that mitigate risk without impairing the overall incentive nature of the compensation. The Compensation Committee also reviews senior leadership succession planning.

The Nominating and Corporate Governance Committee regularly reviews the Company’s governance structure and practices to promote the long-term interests of shareholders. The Nominating and Corporate Governance Committee also oversees the succession planning process for senior leadership positions.

		12		SpartanNash Company Proxy Statement

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CORPORATE GOVERNANCE PRINCIPLES (cont’d)

Board Leadership Structure

The Nominating and Corporate Governance Committee and the Board of Directors periodically evaluate from time to time, the leadership structure of the Board of Directors in light of a variety of factors that the Board considers important, including the Company’s current Board composition, the experience and skills of our management team, efficiency,continuity of leadership, and other factors.

AtThe Board of Directors has determined that at this time it is in the best interests of the Company has separatedand its shareholders to combine the roles of Chief Executive Officer and Chairman of the Board. However, effective upon the retirement ofBoard while Mr. Sturken at the 2016 Annual Meeting, the Company expects that ourEidson serves as CEO Dennis Eidson, will be elected Chairman. on an interim basis.

The Board believes that doing so will help provide continuity of leadership and strategic vision at the Board level. In making this decision, the Board took into account the performance of Mr. Eidson as CEO, his positive relationships with the other members of the Board of Directors, and the perspective he would bring to the position of Chairman.

When the Chairman of the Board is the current or former Chief Executive Officer, or in other appropriate circumstances, the Board will electhas elected a Lead Independent Director from among the independent directors,.directors. Presently, the Lead Independent Director is Douglas A. Hacker. The role of the Lead Independent Director is to aid and assist the Chairman and the rest of the Board in assuring effective corporate governance in managing the affairs of the Board and the Company.

The Board of Directors believes that this leadership structure supports the risk oversight function of the Board (discussed above) by allowing the Chief Executive Officer and senior management to focus on strategic opportunities and risks within the framework of the Company’s risk management programs, while the Board, under the leadership of the Chairman, provides oversight in connection with those efforts, and the Lead Independent Director helps promote overall effective governance.

Committee Charters

The Board has appointed three chartered committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. The Board has approved a written committee charter for each of these committees. The charters define basic principles regarding each committee’s organization, purpose, authority and responsibilities. The charters for the Audit, Compensation, and Nominating and Corporate Governance Committees are available in the “Investor Relations — Corporate Governance” section of our website, www.spartannash.com.

Director Attendance

The Board is proud of its record of recruiting and retaining directors who have a diversity of experience; have the highest personal and professional integrity; have demonstrated exceptional ability and judgment; and are effective in serving the long-term interests of shareholders. Board and Committee attendance is critical to the proper functioning of the Board of Directors and is a priority. Each director is expected to make every effort to personally attend every Board meeting and every meeting of each Committee on which he or she serves as a member.

SpartanNash’s Board of Directors held fiveeight meetings during fiscal 2015.2019. In fiscal 2015,2019, each director attended at least 95%88% of the meetings of the Board of Directors and the committees on which he or she served. The Board is scheduled to meet at least quarterly and may meet more frequently. Independent directors meet in executive sessions, without the presence of management, at each regularly scheduled Board meeting.

 

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		13		SpartanNash Company Proxy Statement

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CORPORATE GOVERNANCE PRINCIPLES (cont’d)

 

Directors are also expected to attend the annual meeting of shareholdersAnnual Meeting in person unless compelling personal circumstances prevent attendance. All of the Company’s directors then in office attended the 2015 annual meeting.2019 Annual Meeting, except for Gen. Proctor, who was unable to attend.

Hedging and Pledging Prohibited

The Board has adopted a policy that prohibits an executive officer or director of the Company from purchasing any financial instrument or entering into any transaction that is designed to hedge or offset any decrease in the market value of the Company’s common stock or other equity securities (including, but not limited to, prepaid variable forward contracts, equity swaps, collars, or exchange funds).

In addition, the Company’s executive officers and directors are not permitted to pledge, hypothecate, or otherwise encumber shares of the Company’s common stock or other equity securities as collateral for indebtedness. This prohibition includes, but is not limited to, holding such shares in a margin account. A copy of the Company’s Policy on Hedging and Pledging Company Stock is available in the “Investor Relations” section of our corporate website, www.spartannash.com.

Majority Voting Policy

The Board believes that the Company and its shareholders are best served by having directors who enjoy the confidence ofUnder the Company’s shareholders. ItCorporate Governance Policy, it will be presumed that any director who receives a greater number of votes “withheld” than votes “for” such election in an uncontested election at an annual meeting of shareholdersAnnual Meeting (a “Majority Withheld Vote”) does not have the full confidence of the shareholders. A director receiving a Majority Withheld Vote is required to offer his or her resignation from the Board to the Nominating and Corporate Governance Committee upon certification of the shareholder vote. The resignation will be effective if and when accepted by the Nominating and Corporate Governance Committee.

Change in Employment Status

A director who experiences a material change in his or her employment status is expected to promptly offer his or her resignation as a director to the Nominating and Corporate Governance Committee. The Committee will promptly consider and vote upon acceptance or rejection of the director’s offer to resign (excluding the affected director from consideration of and voting on acceptance of the resignation).

Other Board Memberships

Executive officers of the Company must notify the Nominating and Corporate Governance Committee before serving as a member of the board of directors of any other business organization. The Nominating and Corporate Governance Committee reviews the Chief Executive Officer’s membership on external boards of directors at least annually. The Chief Executive Officer may not serve on the board of directors of more than one business organization not affiliated with the Company without the prior review and approval of the Nominating and Corporate Governance Committee. The Committee may limit the directorships for any other executive officer if it believes that they will interfere with the executive officer’s responsibilities to the Company. Non-management directors may not serve on more than three other public company boards without the prior review and approval of the Nominating and Corporate Governance Committee.

		14		SpartanNash Company Proxy Statement

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CORPORATE GOVERNANCE PRINCIPLES (cont’d)

Code of Conduct

SpartanNash is committed to the highest standards of integrity, honesty and ethics in business. The BoardAudit Committee has approved a Code of Conduct (the “Code”) that articulates the Company’s standards regarding business ethics and expectations. The Code applies to all associates, officers, and members of the Board of Directors. The Code establishes guidelines to help the Company conduct our business with honesty and integrity and in compliance with applicable law. The Code requires all associates of the Company to report promptly any violations of the Code. Associates may report violations through reporting systems on a confidential and anonymous basis. The Code is available in the “Investor Relations — Corporate Governance” section of our website, www.spartannash.com.

19	SpartanNash Company Proxy Statement

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CORPORATE GOVERNANCE PRINCIPLES (cont’d)

Succession Planning

Under our Corporate Governance Policy, the Board of Directors maintains and periodically reviews a succession plan for the Company’s Chief Executive Officer and such other executive officers as it deems appropriate to manage the continuity of leadership in the execution of the Company’s business strategies. The succession plans are based upon recommendations of the Compensation Committee, with input from the Nominating and Corporate Governance Committee.

Board and Management Communication

SpartanNash is committed to open and effective communication between the Board and management. Directors are encouraged to consult with any SpartanNash manager or associate and may visit Company facilities without the approval or presence of corporate management. The Board encourages executive officers to invite managers to Board meetings from time to time who can provide additional insight into matters under discussion. The Board is required to dedicate a substantial portion of at least one meeting per year to discussions with management regarding the Company’s strategic plan.

Director Education

SpartanNash encourages all of its directors to attend continuing education programs so that they may stay abreast of developments in corporate governance and best practices and further develop their expertise. The Board of Directors expects that each director will attend periodically an appropriate continuing director education program.

Nominee Qualifications and the Nominations Process

There are no specific or minimum qualifications or criteria for nomination for election or appointment to the Board of Directors. The Nominating and Corporate Governance Committee identifies and evaluates nominees for director on a case-by-case basis, regardless of who recommended the nominee, and has no written procedures for doing so. The Board has identified certain qualifications, attributes and skills that should be represented on the Board as a whole. These are discussed beginning on page 21.25.

The Nominating and Corporate Governance Committee may engage and pay fees to third party search firms to assist in identifying possible nominees for director and providing information to assist the Committee in the evaluation of possible nominees.

The Board of Directors expects that there would be no material difference in the manner in which the Nominating and Corporate Governance Committee would evaluate a nominee for director that was recommended by a shareholder.

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CORPORATE GOVERNANCE PRINCIPLES (cont’d)

Board Diversity

The Board of Directors believes that SpartanNashthe Company and its shareholders are best served by having a Board of Directors that bringshas a diversity of perspectives, education, experience, skills, and perspective to Board meetings. The Board of Directors may consider factors and characteristics that are pertinent to diversity, such asgender, race, and gender,ethnicity, and will endeavor to seek out such candidates when evaluating nominees to standsearching for election or re-election to the Board.new directors. Currently:

Two of our directors are African-American; and

Three of our directors are women.

Shareholder Communications with Directors

Shareholders who wish to send communications to SpartanNash’s Board of Directors may do so by sending them in care of the Secretary at the address set forth on the Notice of Meeting included in this proxy statement. Communications may be addressed either to specified individual directors or the entire Board. The Secretary has the discretion to screen communications that are unrelated to the business or governance of SpartanNash, commercial solicitations, offensive, obscene, or otherwise inappropriate. The Secretary will, however, compile all shareholder communications which are not forwarded and such communications will be available to any director. A copy of our Shareholder Communication Policy can be found in the “Investor Relations—Relations–Corporate Governance” section of our website, www.spartannash.com.www.spartannash.com.

 

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		16		SpartanNash Company Proxy Statement

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CORPORATE RESPONSIBILITY

THE Corporate Responsibility

SpartanNash understands that environmental, social and governance issues are of increasing importance to many investors. The Company’s business decisions, products and operations have a direct impact on the environment and on communities, customers and associates. The Company’s social responsibility and environmental sustainability programs together make up the broader SpartanNash Corporate Responsibility commitment.

The Company believes it has made progress in each of five focus areas — cultivating local relationships and product development, advancing diversity and inclusion, volunteering, minimizing waste and reducing energy consumption.

For more information, including a copy of the Company’s Corporate Responsibility Report, please visit www.spartannash.com/corp-responsibility/.

21	SpartanNash Company Proxy Statement

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BOARD OF DIRECTORS

Gen

Generaleral

The Board of Directors currently consists of eleven directors. Mr. Sturken will conclude his service as a director at the 2016 Annual Meeting. Following the meeting, the board will consist of ten directors. All directors elected at this year’s Annual Meeting will serve a one-year term, expiring at the 20172021 Annual Meeting.

The biographies of each of the nominees and continuing directors below contain information regarding the person’s service as a director, business experience, director positions held currently or at any time during the last five years, and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the person should continue to serve as a director for the Company. Except as otherwise indicated, each of these persons has had the same principal position and employment for over five years.

Nominees for Directors

M. Shân Atkins (age 59) 63) has been a director of SpartanNash since 2003. Since 2001, Ms. Atkins has been Managing Director of Chetrum Capital LLC, aShe is an independent business executive with extensive experience in finance, private investment, firm that she co-founded.and retail strategy. Ms. Atkins is a director of Darden Restaurants, Inc., an owner and operator of full service restaurant brands,restaurants, where she serves on the Audit and FinanceNominating/Governance Committees; Aurora Cannabis, a leading Canadian integrated cannabis producer, where she chairs the Audit Committee, and LSC Communications, where she serves on the Human Resources and Corporate Responsibility/Governance Committees. She is alsowas previously a director of SunOpta, Inc., a manufacturer of healthynatural and organic beverages and snacks, where she chairs the Audit Committee and serves on the Compensation Committee. She was previously a director ofuntil 2019; The Pep Boys — Manny, Moe and Jack, until 2015, Tim Hortons, Inc. until 2014, and Shoppers Drug Mart until 2012. Ms. Atkins also serves as chair of the Audit Committee and a directormember of the Compensation Committee at True Value Company, a retailer-owned hardware cooperative. Ms. Atkins previously served as a partner in the global consumer and retail practice at Bain & Company, an executive with Sears Roebuck & Company, and an accountant with Price Waterhouse. She has been a member of the Canadian Institute of Chartered Accountants since 1981 and is a certified public accountant. Ms. Atkins’ qualifications to serve on the Board of Directors include her expertise in finance and accounting, her extensive experience as a director of other publicly traded corporations, and her experience in developing and executing strategic plans for major retail organizations.organizations. Dennis Eidson (age 62)66) has been a director of SpartanNash since October 2007,2007. Mr. Eidson served as Chief Executive Officer sinceof SpartanNash from October 2008 until his retirement in May 2017, and returned to serve as Interim President and CEO in August 2019. He previously served as President of SpartanNash sincefrom October 2007 and was ourto August 2016, Chief Operating Officer from February 2007 to October 2008, and our Executive Vice President Marketing and Merchandising from March 2003 to February 2007. Prior to joining SpartanNash, Mr. Eidson served as the Divisional President and Chief Executive Officer of A&P’s Midwest region from October 2000 to July 2002, as the Executive Vice President Sales and Merchandising of A&P’s Midwest region from March 2000 to October 2000, and as the Vice President of Merchandising of A&P’s Farmer Jack division from June 1997 to March 2000. Mr. Eidson brings valuable insight and knowledge to the Board due to his service as President and Chief Executive Officer. Mr. Eidson also provides the benefit of his years of service in the grocery retail and distribution industry, including his executive experience at A&P.   22 17 SpartanNash Company Proxy Statement THE BOARD OF DIRECTORS (cont’d)   Mickey P. Foret(age 70) has been a Director of the Company since the Merger of Spartan Stores and Nash Finch in November 2013. Mr. Foret served as a director of Nash Finch since 2005. Mr. Foret served until 2002 as Executive Vice President and Chief Financial Officer of Northwest Airlines, Inc., an airline company, and Chairman and Chief Executive Officer of Northwest Airlines Cargo, Inc., a transportation and logistics company. Mr. Foret previously served as President and Chief Operating Officer of Atlas Air Cargo, Inc. and as President and Chief Operating Officer, as well as in other management positions, at Continental Airlines, Inc. Mr. Foret has served as a director of Delta Air Lines, Inc. since October 2008, and as a director of the URS Corporation, an engineering design services firm, from March 2003 to October 2014. The Company believes that Mr. Foret’s business experience, including his roles as Executive Vice President Finance and Chief Financial Officer for a Fortune 500 Company, as well as his extensive experience in financial and capital markets, give him the qualifications and skills to serve as a Director. Dr. Frank M. Gambino(age 62)66) has been a director of SpartanNash since 2003. Dr. Gambino is a Professor of Marketing and the Director of the Food & Consumer PackagedPackage Goods Marketing Program at Western Michigan University. He has been on the WMU faculty since 1984. Prior to joining WMU, he had over 15 years of experience in the retail food industry. Dr. Gambino remains active within the food and consumer packaged goods industries at both the national and regional level. He is a frequent speaker, trainer and consultant to a diverse group of industry organizations. Currently, he serves on the Retail Site Development Committee for Wakefern Food Corporation (a grocery retailer cooperative). Dr. Gambino is the currentimmediate past Chair of the Food Industry University Coalition for the National Grocers Association and a member of the Higher Education Council for the Category Management Association. Dr.Prior to joining WMU, Gambino spent more than 15 years in the retail food industry, and he remains active within the food and consumer packaged goods industries at both the national and regional level. Currently, he serves on the Retail Site Development Committee for Wakefern Food Corporation, a grocery retailer cooperative.Mr. Gambino’s qualifications to serve on the Board of Directorsas a director include his knowledgeextensive experience in food marketing and expertise in the retail food industry. Douglas A. Hacker(age 60)64) has been a Director of the CompanySpartanNash since the Merger. Prior to the Merger, Mr. Hacker served asNovember 2013 and was a director of Nash Finch since 2005.from 2005 until the Merger. Mr. Hacker is currently an independent business executive and formerly served as Executive Vice President, Strategy for UAL Corporation, an airline holding company, from December 2002 to May 2006. Prior to thisthat position, he served with UAL Corporation as President, UAL Loyalty Services from September 2001 to December 2002, and as Executive Vice President and Chief Financial Officer from July 1999 to September 2001. Mr. Hacker also serves as a director and member of the Compensation Committee of Aircastle Limited, a commercial aircraft leasing company, andcompany.  Mr. Hacker served as a director of Travelport Worldwide Ltd., where he chairsLimited from 2016 to 2019 and served as a director of SeaCube Container Leasing Ltd from 2010 until 2014. Mr. Hacker serves as a director or trustee of a series of open-end investment companies that are part of the Compensation Committee and serves on the Audit Committee.Columbia family of mutual funds. The Company believes that Mr. Hacker’s extensive experience in financial and operating management, including his prior service as Executive Vice President, Strategy, and his service as Chief Financial Officer of a major airline, in addition to his depth of knowledge in executive compensation give him the qualifications and skills to serve as a Director. 18 SpartanNash Company Proxy Statement THE BOARD OF DIRECTORS (cont’d)   Yvonne R. Jackson (age 66)70) has been a director of SpartanNash since her appointment to the Board in October 2010. Ms. Jackson is President and Principal of BeecherJackson, Inc., a human resources management consulting firm that she co-founded in 2006. From 2002 to 2005, she served as Senior Vice President, Corporate Human Resources of Pfizer, Inc. From 2006 to 2012, Ms. Jackson served as a director of Winn-Dixie Stores, Inc., a regional grocery retailer, including service as chairperson of Winn Dixie’s Compensation Committee. Ms. Jackson is a former director and member of the Compensation and Nominating and Corporate Governance Committees of Best Buy Co., Inc. Ms. Jackson has over 30 years of experience in human resources, including experience as the most senior human resources executive. Her experience enables her to assist the Board in its deliberations regarding succession planning, compensation and benefits, change management, talent management, organizational management and diversity strategies. 23 SpartanNash Company Proxy Statement THE BOARD OF DIRECTORS (cont’d) Matthew Mannelly (age 62) has been a director of SpartanNash since February 27, 2018. Mr. Mannelly is the retired CEO of Prestige Brands, Inc., a distributor of healthcare and household cleaning products, a position he held from 2009 to 2015. He also served on the board of directors of Prestige Brands. Before that, he was the CEO of Cannondale Bicycle Corporation from 2003 to 2008, and also served as a director of Performance Sports Group from 2015 to 2017.  Mr. Mannelly also served as President, Americas for Paxar Corporation, Chief Marketing Officer for the United States Olympic Committee, and Global Director, Retail Development for NIKE, Inc. Mr. Mannelly is a member of the board of directors of Collier Creek, LLC. Mr. Mannelly’s qualifications as a director include his extensive experience in marketing and his executive leadership of consumer product and consumer goods companies. Elizabeth A. Nickels(age 53)57) has been a director of SpartanNash since 2000. Ms. Nickels is an accomplished senior executive and board member with extensive leadership experience in both emerging and mature business segments. Ms. Nickels served as Executive Director of Herman Miller Foundation from 2012 to 2014. From February 2000 to May 2012, Ms. Nickels served as an executive at Herman Miller, Inc., an office furniture manufacturing company. Ms. Nickels served as Chief Financial Officer of Herman Miller from February 2000 to August 2007 and President of Herman Miller Healthcare from 2007 to 2012. Since October 2015, Ms. Nickels has served as a director of Principal Funds, a leading provider of mutual funds. Ms. Nickels served as a director of PetSmart, Inc. from November 2013 to March 2015, and is alsowas a director for Charlotte Russe, a clothing retailer, and Principal Funds, a leading providerfrom November 2013 to April 2016, in addition to serving on the board of mutual funds.several privately held companies. Ms. Nickels has practiced as a certified public accountant and maintains her registration as a C.P.A. Ms. Nickels’ qualifications to serve as a director of SpartanNash include her wealth of experience and knowledge of business, finance and accounting matters gained through nineteen years of executive experience with publicly traded companies. Timothy J. O’Donovan (age 71) has been a director of SpartanNash since 2003. Mr. O’Donovan is the retired Chairman of the Board and Chief Executive Officer of Wolverine World Wide, Inc., a footwear and apparel company. Mr. O’Donovan served as Chairman of the Board of Wolverine from 2005 through 2009. In April 2007, Mr. O’Donovan retired as Chief Executive Officer of Wolverine, a position which he held since April 2000. Mr. O’Donovan also previously served as a director of Kaydon Corporation until it was acquired in October 2013. Mr. O’Donovan’s qualifications for service as a director of SpartanNash include his extensive experience as a public company executive and more than 25 collective years of experience on public company boards and service on both audit and compensation committees of public company boards.   19 SpartanNash Company Proxy Statement THE BOARD OF DIRECTORS (cont’d) Major General (Ret.) Hawthorne L. Proctor(age 68)73) has been a Director of the Company since the Merger, and served as a director of Nash Finch since 2007. Major General (Ret.) Proctor currently serves as Managing Partner of Proctor & Boone LLC Consulting, and Senior Logistics Consultant in the Department of Defense Business Group of Intelligent Decisions, Inc., where he has worked since 2006. Major General (Ret.) Proctor served for nearly 35 years in the United States Army, where he performed with distinction in numerous senior logistics management roles including Commander, Defense Personnel Support Center and later Commander, Defense Supply Center, Philadelphia, 46th Quartermaster General of the United States Army, and J3, or Chief Operating Officer (COO) Defense Logistics Agency. The Company believes that Major General (Ret.) Proctor’s extensive service with the military as a logistician, and his prior leadership of a $3.2 billion enterprise that provided food, clothing and medical supplies to Department of Defense organizations give him the qualifications and skills to serve as a Director. William R. Voss(age 62)66) has served as a director of the Company since the Merger. Prior toFrom 2006 until the Merger, Mr. Voss was the Chairman of the Nash Finch Board of Directors since 2006.Directors. Mr. Voss has served for more than 10 years as Managing Director of Lake Pacific Partners, LLC, a private equity investment firm specializing in consumer products and services. He previously served as Chairman and Chief Executive Officer of Natural Nutrition Group, Inc., a food processor; as Chief Executive Officer of McCain Foods, Inc.; and as President and a Director of Pilgrim’s Pride Corporation. The Company believes that Mr. Voss’ extensive experience as an entrepreneur, executive, consultant, investor and director in the consumer products industry, as well as his experience serving as Chairman, President and Director of Fortune 500 companies, gives him the qualifications and skills to serve as a Director. Retiring Director   24 Craig C. Sturken (age 72) is the Chairman of the Board of Directors. Mr. Sturken will conclude his service as Chairman and a director at the Annual Meeting. Mr. Sturken has been a director of SpartanNash since March 2003, and was Chief Executive Officer of SpartanNash from March 2003 to October 2008, President of SpartanNash from March 2003 to October 2007, and Chairman of the Board of SpartanNash since August 2003 (including Executive Chairman from October 2008 to February 2011). Mr. Sturken spent his entire career in the grocery industry and has more than 40 years of retail grocery experience. Mr. Sturken is uniquely qualified to serve as a director of SpartanNash by virtue of his four decades of experience in the retail grocery industry and his knowledge of the Company and its operations gained during his service as the Company’s Chief Executive Officer. 20 SpartanNash Company Proxy Statement THE BOARD OF DIRECTORS (cont’d)   Qualifications, Attributes, Skills and Experience to be Represented on the Board as a Whole The Board has identified particular qualifications, attributes, skills and experience that are important to be represented on the Board as a whole, in light of the Company’s current needs and the business priorities. The Company’s core businesses include distributing grocery products to a diverse group of independent and chain retailers, its corporate owned retail stores, and military commissaries and exchanges and independent and corporate-owned retail stores and operating corporate-owned retail supermarkets.exchanges. Grocery retailing and food distribution is a highly competitive and dynamic business. Accordingly, the Board of Directors believes that at least some of our directors should have experience or specific knowledge in retail or distribution industries at the executive level. The Board believes that directors with experience or in-depth knowledge of the grocery or food industries are uniquely qualified to inform the Board’s deliberations regarding business strategy. The Board has also found it valuable to have a member with specific knowledge and experience with military distribution and logistics. Because merchandising and marketing is central to our business, the Board believes that merchandising and marketing experience should be represented on the Board. In addition, the Board believes that its membership should include directors who have: a high degree of financial expertise; experience with human resources matters; strategic planning skills; and relevant business experience as a chief executive officer or equivalent.equivalent; and diverse perspectives, education, experience, skills, gender, race, and ethnicity. Board Committees SpartanNash’s Board has three standing committees: the Audit Committee; the Compensation Committee; and the Nominating and Corporate Governance Committee.   Meetings Held in Fiscal 20152019 Full Board of Directors 5 8 Audit Committee 7 9 Compensation Committee 6 7 Nominating and Corporate Governance Committee 5 4 Audit CommitteeCommittee.. The Board of Directors has established the Audit Committee to assist the Board in fulfilling its fiduciary responsibilities with respect to accounting, auditing, financial reporting, internal controls and legal compliance. The Audit Committee oversees management and the independent auditors in the Company’s accounting and financial reporting processes and audits of the Company’s financial statements. The Audit Committee serves as a focal point for communication among the Board, the independent auditors, the internal auditors and management with regard to accounting, reporting, and internal controls. See “Independent Auditors — Audit Committee Approval Policies” for a discussion of the Audit Committee’s procedures for approving services to be provided by the independent auditors to SpartanNash and its subsidiaries. 21 SpartanNash Company Proxy Statement THE BOARD OF DIRECTORS (cont’d) The Audit Committee operates under a charter adopted by the Board of Directors. A copy of the Audit Committee Charter is available in the “Investor Relations — Corporate Governance” section of our website, www.spartannash.com. The Board of Directors has determined that Audit Committee members M. Shân Atkins, Mickey P. Foret and Elizabeth A. Nickels are Audit Committee financial experts, as that term is defined in Item 401(h)(2) of Securities and Exchange Commission Regulation S-K. Under SEC regulations, a person who is determined to be an Audit Committee financial expert will not be deemed an expert for any other purpose, including without limitation for purposes of Section 11 of the Securities Act of 1933, as amended (the “Securities Act”) as a result of being designated or identified as an Audit Committee financial expert, and the designation or identification of a person as an Audit Committee financial expert does not impose on such person any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the Audit Committee and Board of Directors in the absence of such designation or identification or affect the duties, obligations or liability of any other member of the Audit Committee or Board of Directors. 25 SpartanNash Company Proxy Statement THE BOARD OF DIRECTORS (cont’d) Each member of the Audit Committee is independent, as that term is defined in Rule 5605(a)(2) of the Nasdaq Listing Rules and Rule 10A-3 under the Securities Exchange Act of 1934.Act. Compensation CommitteeCommittee.. The Board of Directors has established the Compensation Committee to assist the Board of Directors in fulfilling its responsibilities relating to compensation of the Company’s executive officers and the Company’s compensation and benefit programs and policies. The Compensation Committee operates under a charter adopted by the Board of Directors. A copy of the Compensation Committee Charter is available in the “Investor Relations — Corporate Governance” section of our website, www.spartannash.com. Each member of the Compensation Committee is independent, as that term is defined in Rule 5605(a)(2) of the Nasdaq Listing Rules and Rule 10C-1 under the Securities Exchange Act of 1934.Act. Processes and ProceduresProcedures.. The Compensation Committee reviews executive compensation on a continuous basis each year, with the most comprehensive reviews typically taking place following fiscal year-end. The Committee reviews executive performance, current compensation levels, and compensation benchmarking data and analysis (please see the Compensation Discussion and Analysis section of this Proxy Statement for information about benchmarking analysis). The Committee reviews this information in the context of the Company’s performance and financial results. At the conclusion of this review, the Compensation Committee grants share-based awards if appropriate, establishes goals and objectives for the then-current fiscal year, and may adjust executive salaries. The Compensation Committee’s decision-making process is explained in more detail in the Compensation Discussion and Analysis section of this proxy statement. Consultants and AdvisorsAdvisors.. The Compensation Committee is authorized to engage consultants, advisors and legal counsel at the expense of the Company. The Compensation Committee Charter requires that any consultant engaged for the purpose of determining the compensation of executive officers must be engaged directly by the Committee and report to the Compensation Committee. The Compensation Committee has authority to approve contracts with and payment of fees and other compensation of consultants, advisors and legal counsel. 22 SpartanNash Company Proxy Statement THE BOARD OF DIRECTORS (cont’d) Prior to engaging or receiving advice from any compensation consultant or advisor, the Committee reviews the independence of the proposed consultant or advisor, taking into account the following factors: The advisor’s provision of other services to the Company; The amount of fees received from the Company by the advisor, as a percentage of the advisor’s total revenue; The advisor’s policies and procedures that are designed to prevent conflicts of interest; Any business or personal relationship between the advisor and a member of the Committee or any executive officer of the Company; The advisor’s ownership of any Company stock; and Any other factors identified by applicable securities exchange listing standards. Participation by ManagementManagement.. The Company’s compensation philosophy and the administration of its various compensation plans are determined by the independent directors of the Compensation Committee. Company policy and Nasdaq rules prohibit participation by the Chief Executive Officer in the process of determining his or her own compensation. The Company’s executive officers and Human Resources associates serve as resources to the Compensation Committee and provide advice, information, analysis and documentation to the Compensation Committee upon request. The Compensation Committee may delegate to the Chief Executive Officer authority to recommend the amount or form of compensation paid to other executive officers and associates subordinate to the Chief Executive Officer, subject to such limitations as the Compensation Committee may require. The Compensation Committee will not delegate to executive officers its authority to approve awards of stock options or other stock compensation. 26 SpartanNash Company Proxy Statement THE BOARD OF DIRECTORS (cont’d) Share-based Award Policy.The Board of Directors has adopted a Policy Regarding Stock Option Grants and other share-based Awards which provides, among other provisions, that:provides: Share-based awards will not be back-dated. The exercise price for all share-based awards will be based on the market value of SpartanNash common stock on the effective date of award (as defined under the applicable plan);award; The Company will not time its release of material non-public information for the purpose of affecting the value of executive compensation, or time the grant of compensation awards to take advantage of material non-public information; and Only the Board of Directors or the Compensation Committee, which consists entirely of independent directors, will approve share-based awards. This authority may not be delegated to executive officers or associates. A copy of the Policy Regarding Stock Option Grants and other Share-based Awards is available in the “Investor Relations — Corporate Governance” section of our website, www.spartannash.com. Nominating and Corporate Governance CommitteeCommittee.. The Board of Directors has established the Nominating and Corporate Governance Committee to assist the Board of Directors in fulfilling its responsibilities by providing independent director oversight of nominations for election to the Board of Directors and leadership in the Company’s corporate governance. 23 SpartanNash Company Proxy Statement THE BOARD OF DIRECTORS (cont’d) The Nominating and Corporate Governance Committee has the powers, authority and responsibilities specified in its charter or delegated to the committee by the Board of Directors. A copy of the Nominating and Corporate Governance Committee Charter is available in the “Investor Relations — Corporate Governance” section of our website, www.spartannash.com. Under the Corporate Governance Policy, if the chair of the Board is also the current or former Chief Executive Officer of SpartanNash, the Board will elect a Lead Independent Director from among the directors who are independent under Nasdaq Listing Rule 5605(a)(2). The responsibilities and authority of the Lead Independent Director are described in this proxy statement under the caption “Board Leadership Structure.” Each member of the Nominating and Corporate Governance Committee is “independent” as that term is defined in Rule 5605(a)(2) of the Nasdaq Listing Rules.rules.   27 24 SpartanNash Company Proxy Statement INDEPENDENT AUDITORS INDEPENDENT AUDITORSInd Independentependent Auditors’ Fees The aggregate fees billed by Deloitte & Touche LLP to SpartanNash and its subsidiaries for the fiscal years ended January 2, 20162019 and January 3, 20152018 are as follows:        Fiscal 2015     Fiscal 2014    Audit Fees(1)   $ 834,682      $ 814,300     Audit-Related Fees(2)     —        —     Tax Fees(3)   $ 13,400      $ 218,350     All Other Fees     —        —        2019       2018   Audit Fees(1) $   991,000     $   922,000   Audit-Related Fees(2)     210,000         298,000   Tax Fees(3)     45,000         380,850   All Other Fees     —         —   (1) Audit services consist of the annual audit, reviews of quarterly reports on Form 10-Q and consultations. (2) Audit-related fees consists principally of services related to employee benefit plan audits, due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, and other consultations not arising as part of the audit. (3) Permissible tax services include tax compliance, tax planning and tax advice that do not impair the independence of the auditors and that are consistent with the SEC’s rules on auditor independence. Tax compliance and preparation fees account for $13,400$12,000 and $103,850$175,850 of the total tax fees for fiscal 20152019 and 2014,2018, respectively. Deloitte did not provide any services to SpartanNash or its subsidiaries related to financial information systems design and implementation during the past two fiscal years. Audit Committee Approval Policies The Audit Committee Charter sets forth the policy and procedures for the approval by the Audit Committee of all services provided by Deloitte. The charter requires that the Audit Committee pre-approve all services provided by the independent auditors, including audit-related services and non-audit services. The charter allows the Audit Committee to delegate to one or more members of the Audit Committee the authority to approve the independent auditors’ services. The decisions of any Audit Committee member to whom authority is delegated to pre-approve services are reported to the full Audit Committee. The charter also provides that the Audit Committee has authority and responsibility to approve and authorize payment of the independent auditors’ fees. Finally, the charter sets forth certain services that the independent auditors are prohibited from providing to SpartanNash or its subsidiaries. All of the services described above were approved by the Audit Committee. None of the audit-related fees or tax fees were approved by the Audit Committee pursuant to thede minimus exception set forth in Section 10A(i)(1)(B) of the Securities Exchange Act, of 1934, although the Audit Committee Charter allows such approval.   28 25 SpartanNash Company Proxy Statement AUDIT COMMITTEE REPORT The The Board of Directors has appointed the Audit Committee to assist the Board in fulfilling its fiduciary responsibilities with respect to accounting, auditing, financial reporting, internal controls, and legal compliance. The Committee oversees management and the independent public accounting firm in the Company’s accounting and financial reporting processes and audits of the Company’s financial statements. The Committee serves as a focal point for communication among the Board, the independent public accounting firm, the internal auditors and management with regard to accounting, reporting, and internal controls. The Committee acts under a charter which has been adopted by the Board of Directors and is available on the Company’s website at www.spartannash.com. The Audit Committee reviews the adequacy of the charter at least annually. The Board of Directors annually reviews the standards for independence for audit committee members under the Nasdaq Listing Rules and has determined that each member of the Audit Committee is independent. The Board of Directors has also determined that threetwo members of the Audit Committee are audit committee financial experts under Securities and Exchange Commission rules. Management of the Company is responsible for the preparation, presentation and integrity of the Company’s financial statements, the Company’s accounting and financial reporting, the Company’s disclosure controls and internal control over financial reporting, and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent public accountants are responsible for auditing the Company’s financial statements, expressing an opinion as to their conformity with generally accepted accounting principles, and providing an attestation report on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee has reviewed, and discussed with management and the independent accountants, the Company’s audited financial statements for the fiscal year ended January 2, 2016,December 28, 2019, management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and the independent accountants’ attestation report on the Company’s internal control over financial reporting. The Audit Committee has discussed with the independent accountants the matters required to be discussed under applicable auditing standards. The Audit Committee has received the written disclosures and the letter from the independent accountants required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with the independent accountants their independence. This included consideration of the compatibility of non-audit services with the accountants’ independence. Based on the reviews and discussions described above, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in SpartanNash’s report on Form 10-K for the period ended January 2, 2016.December 28, 2019. Respectfully submitted, Mickey P. Foret, Chair M. Shân Atkins, Chair Dr. Frank M. Gambino Elizabeth A. Nickels Hawthorne L. Proctor   The information contained in the “Audit Committee Report” is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by the Company under the Exchange Act or the Securities Act unless and only to the extent that the Company specifically incorporates it by reference. 29 26 SpartanNash Company Proxy Statement OWNERSHIP OF SPARTANNASH STOCK The followingfollowing table sets forth the number of shares of SpartanNash common stock reported to be beneficially owned by each person or group which is known to the Company to be a beneficial owner of 5% or more of SpartanNash’s outstanding shares of common stock as of January 2, 2016,December 28, 2019, and each of our directors and nominees for director, each executive officer named in the Summary Compensation Table below and all directors, nominees for director and executive officers of SpartanNash as a group are deemed to have beneficially owned as of January 2, 2016.December 28, 2019. Information reported with respect to beneficial owners other than SpartanNash nominees, directors, and officers is based entirely on the most recent Schedule 13-G13G or amendment filed by the listed party as of April 5, 2016,March 23, 2020, and the Company assumes no responsibility for such reports. Ownership of less than 1% of the outstanding shares of common stock is indicated by asterisk. Name of Beneficial Owner   Sole Voting Power     Sole Dispositive Power     Shared Voting or Dispositive Power     Total Beneficial Ownership     Percent of Class(1)   5% Owners                                         BlackRock Inc.(2)     5,666,532       5,803,676       —       5,803,676       16.0 % Dimensional Fund Advisors LP(3)     2,924,881       3,038,873       —       3,038,873       8.4 % The Vanguard Group(4)     34,003       2,459,663       35,036       2,494,699       6.9 % Nominees, Directors, and Officers                                         M. Shân Atkins     45,273       45,273       —       45,273     *   Dennis Eidson     192,731       192,731       2,400       195,131     *   Dr. Frank M. Gambino     47,040       47,040       —       47,040     *   Douglas A. Hacker     37,851       37,851       —       37,851     *   Yvonne R. Jackson     31,881       31,881       —       31,881     *   Kathleen M. Mahoney     63,096       63,096       —       63,096     *   Matthew Mannelly     12,848       12,848       —       12,848     *   Elizabeth A. Nickels     34,602       34,602       —       34,602     *   Hawthorne L. Proctor     23,202       23,202       —       23,202     *   Lori Raya     13,172       13,172               13,172     *   Mark Shamber     40,318       40,318       —       40,318     *   Yvonne Trupiano     30,688       30,688       —       30,688     *   William R. Voss     32,466       32,466       —       32,466     *   All directors, nominees and executive officers    as a group (18 persons)     667,248       667,248       2,400       669,648       1.8 %   Name of Beneficial Owner   Sole Voting Power     Sole Dispositive Power     Shared Voting or Dispositive Power     Total Beneficial Ownership     Percent of Class(1)(2)   5% Owners            BlackRock Inc.(3)     3,422,114        3,515,804        —        3,515,804        9.4 %   Dimensional Fund Advisors LP(4)     3,086,664        3,211,120        —        3,211,120        8.5 %  Nominees, Directors, and Officers             *     Theodore Adornato     89,739        —        —        89,739        *     M. Shân Atkins     41,299        —        —        41,299        *     Dennis Eidson     317,439        —        2,400        319,839        *     Mickey P. Foret     17,692        —        —        17,692        *     Dr. Frank M. Gambino     34,671        —        —        34,671        *     Douglas A. Hacker     22,665        —        —        22,665        *     Yvonne R. Jackson     19,496        —        —        19,496        *     Derek R. Jones     81,240        —        —        81,240        *     Kathleen M. Mahoney     48,452        —        —        48,452        *     Elizabeth A. Nickels     40,116        —        —        40,116        *     Timothy J. O’Donovan     45,817        —        5,000        50,817        *     Hawthorne L. Proctor     13,649        —        —        13,649        *     David M. Staples     125,975        —        —        125,975        *     Craig C. Sturken     60,419        —        —        60,419        *     William R. Voss     37,348        —        —        37,348        *     All directors, nominees and executive officers as a group (19 persons)     1,220,205        —        7,400        1,227,605        3.3 %  (1) The percentages set forth in this column were calculated on the basis of 37,600,16636,350,679 shares of common stock outstanding as of January 2, 2016.December 28, 2019. For SpartanNash nominees, officers, and directors, the number of shares stated is based on information provided by each person listed and includes shares personally owned by the person and shares which, under applicable regulations, are considered to be otherwise beneficially owned by the person as of January 2, 2016.December 28, 2019. These numbers include shares over which the listed person is legally entitled to share voting or dispositive power by reason of joint ownership, trust or other contract or property right, and shares held by spouses, children or other relatives over whom the listed person may have influence by reason of relationship.   27 SpartanNash Company Proxy Statement OWNERSHIP OF SPARTANNASH STOCK (cont’d) (2) (These numbers include shares held directly and shares subject to options that are currently exercisable or that will be exercisable within 60 days after January 2 2016. Each listed person having such stock options and the number of shares subject to such options are shown in the table below (includes “out-of-the-money” options):)  Theodore Adornato 18,200  M. Shân Atkins 9,462  Dennis Eidson 94,520  Mickey P. Foret —  Dr. Frank M. Gambino. 4,786  Douglas A. Hacker —  Yvonne R. Jackson —  Derek R. Jones —  Kathleen M. Mahoney —  Elizabeth A. Nickels 9,462  Timothy J. O’Donovan 9,462  Hawthorne L. Proctor —  David M. Staples 42,300  Craig C. Sturken 29,000  William R. Voss —  All directors, nominees and executive officers as a group (19 persons) 261,992 (3) Based on a Schedule 13G/A filed January 27, 2016February 4, 2020 by BlackRock, Inc., 55 East 52nd Street, New York, NY 10055. (4)(3) Based on a Schedule 13G/A filed February 9, 201612, 2020 by Dimensional Fund Advisors LP, Palisades West, Building One, 6300 Bee Cave Road, Austin, TX 78746. (4) Based on a Schedule 13G/A filed February 12, 2020 by The Vanguard Group, Inc., PO Box 2600, V26, Valley Forge, Pennsylvania, 19482-2600.   30 28 SpartanNash Company Proxy Statement SPARTANNASH’S EXECUTIVE OFFICERS Spart SpartanNash’sanNash’s executive officers are appointed annually by, and serve at the pleasure of, the Board or the Chief Executive Officer. Biographical information for Mr. Eidson is included above in the “Board of Directors” section of this proxy statement. The following sets forth biographical information as of the date of this proxy statement concerning SpartanNash’s executive officers who are not directors: Theodore C. AdornatoArif Dar (age 62)51) has served as ExecutiveSenior Vice President Retail Operationsand Chief Information Officer since NovemberJanuary 2019. Previously, he was the Chief Information Officer for S.C. Johnson and Son, Inc. (“SCJ”) from 2015 to 2018. Prior to that, he served as the Chief Technology Officer for SCJ from 2013 to 2015. He has also held executive IT positions at Maple Leaf Foods, Bombardier Transportation, General Motors, Tyco International and General Electric. Tammy R. Hurley (age 54) has served as Vice President, Finance and Chief Accounting Officer since August 2016. Prior to her promotion to that position, she served as SpartanNash’s Vice President Finance from February 20032015 to January 2013. From January 2013August 2016, Director, Accounting from 2010 to November 2013, Mr. Adornato2015, and Derek R. Jones exchanged duties,Corporate Controller from 2001 to 2010. Prior to joining SpartanNash she was an auditor with Mr. Adornato serving as Executive Vice President Wholesale Operations, as part of an effort to promoteDeloitte & Touche. She is a greater exchange of knowledge and perspective between the Company’s two business operations, and provide new leadership opportunities for members of its executive team. Before joining the Company, Mr. Adornato served as Regional Vice President of Tops Markets, L.L.C., Eastern Region, a subsidiary of Royal Ahold, from 1998 to 2003. Previously, Mr. Adornato held various management positions with Tops Markets and Acme Markets, Inc.Certified Public Accountant. Walt LentzEdward L. Brunot(age 52) (age 60) has served as Executive Vice President and President, of MDVFood Distribution since the Merger. Prior to the Merger, Mr. BrunotMay 2019. He previously served with Nash Finch asin leadership roles that include Acting Chief Executive Vice President and PresidentOfficer and Chief OperatingSupply Chain Officer of MDV since March 2012. Mr. Brunot served as Nash Finch’s Senior Vice President and President and Chief Operating OfficerPeapod, the grocery e-commerce business division of MDVAhold Delhaize, from February2017 to 2019. Lentz began his service with Ahold in 2009, to March 2012. Mr. Brunot joined Nash Finch in July 2006serving as Senior Vice President, Military. Mr. Brunot previously served asSupply Chain for Giant Foods before advancing to Senior Vice President, OperationsSupply Chain Logistics, Planning and Replenishment, for AmeriCold Logistics, LLCAhold USA Retail. Prior to his time with Ahold, Lentz served in a variety of executive roles with Kellogg Company from December 20021997 to May 2006, where he was responsible for 29 distribution facilities in the Western Region. Before that, Mr. Brunot was Vice President of Operations for CS Integrated2009, ranging from 1999manufacturing operations to 2002. Mr. Brunot served as a Captain in the United States Armylogistics operations and holds a BS degree from the United States Military Academy, West Point and an MS degree from the University of Scranton.business unit sales support. Kathleen M. MahoneyDavid deS. Couch(age (age 65) has served as Vice President Chief InformationLegal Officer since November 2015, and corporate Secretary since the Merger. From 1996 until the Merger, he served as the Company’s Vice President Information Technology. From 1991 to 1996, Mr. Couch was our Director of Information Technology. Prior to joining Spartan Stores in 1987, Mr. Couch was a Product Manager for the Colorado Telecommunication Division of Hewlett Packard Corporation, Technical Services Manager for the Loveland Instrument Division of Hewlett Packard Corporation, and Manager of Computer Services at General Foods Corporation in Battle Creek Michigan, and on the Processing Facilities Design Team for General Foods in White Plains, New York. Mr. Couch has taught college classes in communications and data center management. He holds a BS degree in Business Administration and a MS degree in Computer Science from University of Arizona. Derek R. Jones(age 47) was promoted to the position of Executive Vice President, President of Wholesale and Distribution Operations in March 2015. Prior to his promotion, Mr. Jones served as Executive Vice President Food Distribution since November 2013 and from June 2009 until his exchange of duties with Mr. Adornato (as noted above) in January 2013. Mr. Jones served as Spartan Stores’ Executive Vice President Supply Chain from September 2006 until June 2009. From March 2004 to August 2006, Mr. Jones was Vice President of Distribution for Unisource Worldwide, Inc., a marketer and distributor of printing and imaging systems and equipment. From July 2000 to March 2004, Mr. Jones was Regional Vice President of Supply Chain Operations for Office Depot, Inc., a global supplier of office products and services. 29 SpartanNash Company Proxy Statement SPARTANNASH’S EXECUTIVE OFFICERS (cont’d) Jerry L. Jones(age 64) has served as Senior Vice President Human Resources since October 2012 andShe previously served as Vice President Human Resources since joining the Company in 2009. Mr. Jones previously served as Senior Vice President Human Resources of Jitney Jungle Stores of America, a supermarket chain in the Southeastern U.S. that was acquired by Winn Dixie. Kathleen M. Mahoney (age 61) was appointed Executive Vice President Chief Legal Officer in November 2015. She continuesMDV from May 2017 to serve as Secretary. Prior to this most recent appointment, she served asFebruary 2020 and Executive Vice President General Counsel sincefrom the Merger.Merger to November 2015. As Chief Legal Officer, Ms. Mahoney oversees the Company’s legal aviation, corporate communications, community development, and government relationsaviation functions. Prior to the Merger, Ms. Mahoneyshe served as Executive Vice President General Counsel and Secretary for Nash Finch, where she oversaw legal, aviation, risk management, asset protection, safety, environmental, and insurance procurement and claims management. Ms. Mahoney served in several executive and managerial positions with Nash Finch since joining the company in 2004. Prior to working at Nash Finch, she was the Managing Partner of the St. Paul office of Larson King, LLP. Previously, she spent 13 years with the law firm of Oppenheimer, Wolff & Donnelly, LLP, where she served in a number of capacities including Chair of the Labor and Employment Practice Group and Managing Partner of the St. Paul office. Ms. Mahoney served as Special Assistant Attorney General in the Minnesota Attorney General’s office for six years. She clerked for the Honorable Douglas K. Amdahl, Minnesota Supreme Court Justice and the Honorable Neal P. McCurn, United States District Court Judge for the Northern District of New York. Lori Raya Larry Pierce (age 61) Larry Pierce has served as Executive Vice President, Merchandising and Marketing since July 2014, and served in that position on an interim basis from August 2013 to July 2014. From 2008 to 2014, Mr. Pierce was the Vice President Center Store Merchandising for SpartanNash. Mr. Pierce joined the Company in 2008 after serving in a variety of positions with Coca-Cola Enterprises, including Vice President of Sales for the Supermarket, Mass and Convenience channels. David M. Staples (age(age 53) has served as Executive Vice President Chief OperatingMerchandising and Marketing Officer since MarchFebruary 2019. Previously, Ms. Raya held the position as Division President of Albertsons from 2015 to 2018, where she led the post-merger transition with Safeway. Ms. Raya’s career extended over 30 years with Safeway, holding various titles such as Vice President of Retail Operations, Group Vice President of Strategic Initiatives, and multiple food category senior management positions before serving as the first female divisional president in Vons from 2012 to 2015. Mr. Staples also performed the duties of Chief Financial Officer on an interim basis until April 11, 2016, when Christopher Meyers joined the Company. Prior to his promotion, Mr. Staples Mark Shamber (age 51) has served as Executive Vice President since November 2000 and Chief Financial Officer since September 2017. Mr. Shamber previously served as an independent business consultant from January 2000.2016 to September 2017, Senior Vice President of United Natural Foods, Inc. (“UNFI”) from October 2015 to December 2015, Senior Vice President, Chief Financial Officer and Treasurer of UNFI from October 2006 to October 2015. Prior to holding that position, Mr. StaplesShamber served in financial and accounting positions of increasing authority with UNFI since June 2003. From February 1995 to June 2003, Mr. Shamber served in various positions within the assurance and advisory business services practice at the international accounting firm of Ernst & Young LLP. 31 SpartanNash Company Proxy Statement SPARTANNASH’S EXECUTIVE OFFICERS (cont’d) David Sisk (age 59) has served as MDV President and a SpartanNash Senior Vice President since February 2020. Prior to joining SpartanNash, he served as President and Chief Operating Officer for OSC-WEBco, where he was responsible for worldwide strategic plans, financial performance, personnel and global operations across all military divisions. Prior to that, he has held various responsibilities throughout his 30-year career with Procter & Gamble, culminating in serving as Customer Business Development Manager for the Global Military Division. Mr. Sisk has also previously served as Chair of the American Logistics Association (ALA) and is a recipient of the ALA’s Lifetime Achievement Award. Tom Swanson (age 59) has served as Executive Vice President and General Manager, Corporate Retail since March 2020. He previously served as Senior Vice President and General Manger, Corporate Retail since October 2018 and Vice President, Retail Merchandising and Vice President of SpartanNash’s Retail-West operations prior to that. Mr. Swanson has held executive retail supermarket positions for over 30 years with Bashas' Markets and Nash Finch. Yvonne Trupiano (age 41) has served as Executive Vice President and Chief Human Resources and Corporate Affairs and Communications Officer since March 2018. She joined the Company as Senior Vice President Chief Human Resources Officer in October 2016. Prior to joining SpartanNash, she served as Vice President FinanceHuman Resources for Avis Budget Group, a global vehicle rental provider, from January 2000February 2013 to November 2000. Mr. Staples oversees the Company’s Food Distribution, Retail,October 2016. She originally joined Avis Budget Group in 2004 and Military segments. In addition, he oversees information technology, real estate, finance, treasury, and risk management. From December 1998 to January 2000, Mr. Staples served as Divisional Vice President Strategic Planning and Reportingin positions of Kmart Corporation and from June 1997 to December 1998 he served as Divisional Vice President Accounting Operations. He is a certified public accountant.increasing responsibility.   32 30 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION EXECUTIVE COMPENSATIONCO COMPENSATION DISCUSSIONMPENSATION DISCUSSION AND ANALYSIS The Board of Directors has appointed the Compensation Committee to assist the Board of Directors in fulfilling its responsibilities relating to compensation of the Company’s executive officers and the Company’s compensation and benefit programs and policies. The Compensation Committee determines and implements the Company’s executive compensation philosophy, structure, policies and programs, and administers and interprets the Company’s compensation and benefit plans. Our named executive officers for fiscal 2015 were:  Name Title  Dennis Eidson Chief Executive Officer and President  David Staples Executive Vice President and Chief Operating Officer (interim Chief Financial Officer)  Derek R. Jones Executive Vice President, President of Wholesale and Distribution Operations  Theodore C. Adornato Executive Vice President Retail Operations  Kathleen M. Mahoney Executive Vice President Chief Legal Officer and Secretary Our compensation programs are designed to attract and retain leadership talent consistent with our performance goals. The following discussion provides information regarding the achievements that the compensation program is designed to reward, the elements of the compensation program, the reasons why we employ each element and how we determine amounts paid. Executive Summary and Highlights Business Context In fiscal 2015, we continuedWe are proud to build on the solid foundation we have established over the past two years, delivering another year of earnings growth in a challenging environment. Although we face economic and competitive headwinds, we believe we have positioned the Companyreport that our 2019 named executive officers (“NEOs” or “named executive officers”) include three women. Our NEOs for continued earnings growth in 2016 and beyond. Key accomplishments include:2019 were:   • Name Earnings Growth.Earnings per share increased 7% to $1.66 per diluted share for fiscal 2015 (including the impact of the 53rd week in fiscal 2014). Title Dennis Eidson Interim President and Chief Executive Officer ("CEO") David M. Staples Former President and Chief Executive Officer ("CEO") Mark Shamber Executive Vice President and Chief Financial Officer ("EVP and CFO") Kathleen M. Mahoney Executive Vice President, President MDV, Chief Legal Officer and Secretary1 ("EVP and CLO") Yvonne Trupiano Executive Vice President and Chief Human Resources and Corporate Affairs and Communications Officer ("EVP and CHRO") Lori Raya Executive Vice President Chief Merchandising and Marketing Officer ("EVP and CMMO")   • (1) Increased Cash Flow. The Company generated $219.5 millionMs. Mahoney ceased serving as our President MDV in cash flow from operations, a 58% increase from the prior year.January 2020. • Reduced Debt. The Company reduced its long-term debt by $75 million. • Increased Dividends. The Board of Directors increased the dividend rate by 12.5% for fiscal 2015, and approved an additional 11% increase for fiscal 2016. ExecutiveObjectives of SpartanNash’s Compensation Decisions in Fiscal 2015 — In GeneralPrograms The Compensation Committee believes that the Company’s policies and programs in effect during fiscal 2015 provided competitive compensation that rewarded executive performance. Consequently, it generally did not make significant changes toprimary objectives of the Company’s compensation programs or policiesare to: attract, retain, motivate, and reward talented executives who are critical to the current and long-term success of the Company; provide an overall level of compensation opportunity that is competitive within the markets in fiscal 2015.which SpartanNash competes and within a broader group of companies of comparable size, financial performance, and complexity; provide targeted compensation levels that are consistent with the 50th percentile of competitive market practices for each pay component (base salary, annual incentives, and long-term incentives); support SpartanNash’s long-range business strategy; reward and retain the Company’s executives and compensate for individual performance; and align the interests of the executives with those of the shareholders by linking compensation to the Company’s performance.   33 31 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d)   Chief Executive Officer Compensation For fiscal 2015, the Board approved the following changes to our CEO’s compensation: Mr. Eidson’s equity incentive compensation and long-term cash incentive compensation opportunity (at the target level) were increased by 20% over the prior year to move his compensation closer to the median level for CEO’s at similar companies. No change was made to Mr. Eidson’s annual incentive opportunity as a percentage of his salary. Mr. Eidson received a 3% increase in base salary. Mr. Eidson’s total compensation (as shown on the Summary Compensation Table) increased 19% over the prior year, driven primarily by the fact that certain long-term cash incentive awards were earned in 2015, while no such awards were scheduled to be earned in 2014. This increase was partially offset by a 22% decrease in Mr. Eidson’s annual cash incentive compensation due to relatively lower consolidated net earnings performance. Other Named Executive Officer Compensation • Annual Cash Incentive. The Company’s adjusted consolidated net earnings performance was approximately 98% of target, resulting in a payout of 92% of target annual cash incentive for awards based on corporate performance. • Long Term Cash Incentive. The Company’s Adjusted EPS, net sales, and merger synergies performance for fiscal 2015 was 99%, 95%, and 153% of target, respectively. As a result, our named executive officers (other than Ms. Mahoney, who joined the Company after the award was made) earned a long-term cash incentive award at 93%, 75%, and 200% of target, respectively, for those metrics. • Promotion of David Staples. In March 2015, David M. Staples was promoted to Executive Vice President Chief Operating Officer. In conjunction with this promotion, Mr. Staples received a base salary increase of 20%, and a 42% increase in his long-term cash and equity incentive compensation at the target level. • Promotion of Derek Jones . Mr. Jones was promoted to Executive Vice President, President of Wholesale and Distribution Operations in March 2015. Mr. Jones received a base salary increase of 19%, and his annual cash incentive opportunity at the target level was increased by 15% from 55% of salary to 70% of salary. Mr. Jones also received a 28% increase in his long-term cash and equity compensation opportunity at the target level. Mr. Jones received an additional grant of restricted stock having a grant date fair value of approximately $450,000 which will be subject to a five-year service condition and will vest in full (“cliff vest”) on March 1, 2020. • Promotion of Kathleen Mahoney and other compensation actions. Ms. Mahoney was promoted to Chief Legal Officer in November 2015. In conjunction with this promotion, Ms. Mahoney received a salary increase of 12%. Ms. Mahoney also earned a retention bonus on the second anniversary of the merger. Mr. Adornato and Ms. Mahoney each received an 8% increase in long-term cash and equity incentive compensation at the target level. 32 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) Plan Design Changes No changes were made to the overall design of the annual incentive plan or long-term cash incentive plan for fiscal 2015, except that that adjusted EBITDA replaced merger synergies as a performance metric in the long-term cash incentive plan. In 2015, the Company adopted two shareholder-approved plans: the SpartanNash Company Stock Incentive Plan of 2015 and the SpartanNash Company Amended and Restated Executive Cash Incentive Plan of 2015. Each plan replaced an expiring plan. Stock and cash incentive award opportunities granted to our named executive officers in 2016 have been made under the plans approved in 2015. The Executive Cash Incentive Plan is substantially the same as its predecessor plan The Stock Incentive Plan of 2015 is similar to its predecessor plan, but the 2015 plan eliminates automatic vesting of awards upon a change in control and includes one year minimum vesting period for awards. Compensation Decisions for Fiscal 2016 For fiscal 2016, the Compensation Committee approved a change to the annual incentive award. The award for 2016 will be based in part on adjusted consolidated net earnings (80%) and on net sales (20%). Previously, the award was based entirely on adjusted consolidated net earnings. The Compensation Committee also adjusted the metrics for the long-term cash incentive award. The award for the period covering fiscal 2016 through fiscal 2018 will be based on earnings per share (40%), adjusted consolidated EBITDA (40%), and the remaining 20% will be based on return on invested capital (“ROIC”). The ROIC component replaces net sales. 33 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) Pay Practices The Compensation Committee also reviews the Company’s compensation programs to use best practices and avoid poor pay practices. Below is a summary of certain practices we have implemented to serve our compensation philosophies, and certain practices we have avoided because we believe they do not serve our shareholders’ long-term interests.   The practices we follow: The practices we DON’T follow: We do NOT: ✓üAt-risk compensation. A majority of the compensation paid to our named executive officers is “at-risk” and requires specific and disclosed financial performance, continued employment, or both; Ó  No guaranteed salary increases;   ✓Ó  No guaranteed bonus; and Ó  No repricing of options without shareholder approval. üPay for performance. All performance payouts for named executive officers are based on financial performance linkage; all financialattainment of goals — both short-term and long-term metrics and targets; ✓üDouble-trigger severance arrangements. Our severance agreements provide for double-trigger payments upon change in control; ✓üDouble-trigger equity vesting. Beginning in 2016, our equity incentive plan providesaward agreements provide for double-trigger vesting of equity awards upon a change in control; ✓  üLimited perquisites. Perquisites are limited to certain tax and financial planning benefits and annual physical examinations made available to our executives; and üExecutive stock retention. Each executive is required to hold at least 50% of anythe net shares (after taxes) acquired through the Company’s stock incentive plans and other forms of stock based compensation until the executive has achieved the required level of ownership; and ✓  Clawback policy. Incentive compensation paid to executives is in compliance with our stock ownership guidelines.subject to recovery. ✘  Provide guaranteed salary increases;   In addition to the elements of compensation discussed above, our executives participate in certain defined benefit and deferred compensation plans. These plans are discussed below under the captions “Pension Benefits,” “Qualified Defined Contribution Retirement Plan,” and “Non-Qualified Deferred Compensation.” ✘  Provide guaranteed bonuses;   34 ✘  SpartanNashAllow hedging or pledging of Company Proxy Statementstock by officers, directors, or associates; ✘  Provide excessive perquisites; ✘  Provide excise tax gross-ups in change in control agreements; or ✘  Allow repricing of options without shareholder approval. EXECUTIVE COMPENSATION (cont’d) Clawback Policy The Company maintains a clawback policy providing that under certain circumstances, the Company may recover incentive compensation paid to any current or former associate holding a position of Vice President or a more senior position. The compensation is recoverable if: (a) there is a restatement of all or a portion of the Company’s financial statements due to material non-compliance with financial reporting requirements, (b) the incentive compensation was based on materially inaccurate financial statements or performance metrics, or (c) the associate engaged in ethical misconduct, serious wrongdoing, or violation of applicable legal or regulatory requirements. The Company may recover any incentive compensation paid within the three years prior to the applicable event or conduct. Mix of Compensation Elements When determining the mix of awards, the Compensation Committee considers factors such as the short-term and long-term compensation expense to the Company, the economic value delivered to the executives, the overall level of share ownership by the executives, share availability under Company plans, annual share usage and dilution of shareholders, and practices at the Peer Group Companies. Pay for Performance Our executive compensation elements and programs reflect our “pay for performance” philosophy. The Compensation Committee and the Board have implemented and intend to maintain compensation plans that link a substantial portion of executive compensation to the achievement of goals that the Board considers important. As a result of this general policy, a substantial portion of the compensation paid to our executives is incentive-based and therefore “at-risk.” The value of restricted stock awards to our named executive officers depends on the value of the share price. Our executive officers do not realize value from annual or long-term cash incentive awards under the Company’s Executive Cash Incentive Plan of 2010 (the “Executive Plan”) unless the Company meets specified minimum financial goals. The tables above illustrate the importance of at-risk compensation in our compensation programs. 35 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) The tables below present analysis of the pay for performance relationship for the most recently available data (2012 through 2014). The purpose of the analysis is to evaluate whether the Company’s CEO compensation programs are aligned with the Company’s total shareholder return (“TSR”), as measured against the Peer Group Companies. The analysis reflects that CEO realizable compensation was reasonably aligned with total shareholder return for the period. For the purposes of this analysis, “realizable compensation” includes base salary, annual incentives, intrinsic value of options, restricted stock, and performance plan payouts. The Company believes that this analysis supports the Compensation Committee’s view that the performance-based long-term cash incentive plan has contributed to the alignment of the CEO’s pay and performance. Analysis of Compensation Elements for Fiscal 2015 Overview The following is a discussion of key compensation programs and decisions for fiscal 2015. 1. Base Salaries The Compensation Committee approved a 3% increase in Mr. Eidson’s base salary for fiscal 2015. The other named executive officers received base salary increases ranging from 3% to 20%, as discussed above. 2. Annual Cash Incentive Awards. Each named executive officer was granted an opportunity to earn an annual incentive award under the Executive Plan. For Messrs. Eidson and Staples, and Ms. Mahoney, the value of the annual incentive award is dependent on the Company’s achievement of specified levels of adjusted consolidated net earnings and is paid in cash. For Mr. Adornato and Mr. Jones, a portion of their annual incentive award is based on the performance of their respective business units. Specifically, 25% of Mr. Adornato’s award is based on retail performance, and 25% of Mr. Jones’ annual incentive award is based on a combination of individual performance, Food Distribution performance, and MDV performance; the remaining 75% of each award is based on corporate performance. For all named executive officers, if the threshold level of adjusted consolidated net earnings is not achieved, then no award is paid for the fiscal year, regardless of business unit performance. 36 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) ANNUAL CASH INCENTIVE AWARD PAYOUT DESIGN      Adjusted Consolidated Net Earnings (in thousands)     Percentage of Targeted Consolidated Net Earnings Achieved for Fiscal 2015     Percent of Target Annual Incentive Award Paid*    Threshold   $ 59,427        80.0 %      10.0 %   Target     74,284        100.0 %      100.0 %   Maximum     86,392        116.3 %      200.0 %   Actual**     72,846        98.1 %      91.5 %  * The threshold, target, and maximum annual incentive award for each named executive officer is reported in the Grants of Plan-Based Awards Table in this proxy statement. The percentage of Target annual incentive award paid is interpolated for actual achievement between the threshold and maximum performance levels identified above. ** Company’s actual performance is after adjustments for extraordinary items as approved by the Board of Directors under the terms of the Executive Plan. 3. Long-Term Incentive Awards The long-term incentive award opportunity provided to executive officers consists of mix of restricted stock and multi-year performance-based cash awards. The Company continued this program (illustrated in the table below) for fiscal 2015. Each long term opportunity award consisted of: 50% restricted stock; and 50% cash, based on the achievement of metrics described below. Long-Term Cash Incentive Awards. In February 2015, each named executive officer was granted an opportunity to earn a long-term cash incentive award under the Executive Plan, to be earned and vested over a three-year period. Each awards is based on three metrics: 1. Adjusted EPS — a basis for the valuation of our stock and an effective measure of the growth of shareholder wealth 2. Net sales — top-line revenue growth is the fundamental driver of profit. 3. Adjusted EBITDA — which we define as net earnings from continuing operations plus depreciation and amortization, and other non-cash items including imputed interest, deferred (stock) compensation, the LIFO provision, as well as adjustments for unusual items that do not reflect the ongoing operating activities of the Company and costs associated with the closing of operational locations, interest expense and the provision for income taxes to the extent deducted in the computation of net earnings. The Compensation Committee selected adjusted EBITDA as a performance metric because it is an effective means of measuring operating performance of the Company as a whole. The portion of the February 2015 award opportunity for each named executive officer is as follows: Performance Measurement (For Fiscal 2015 through Fiscal 2016) Percentage of Long-Term Cash Incentive Award  Adjusted EPS 40 %   Net Sales 20 %   Adjusted EBITDA 40 %  37 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) The amount of each component of the long-term incentive award earned for the three year performance period will be determined according to the following matrices (the percentage of Target long-term cash incentive award paid is interpolated for actual achievement between the threshold and maximum performance levels identified in each table): FEBRUARY 2015 LONG-TERM CASH AWARD ADJUSTED EPS COMPONENT      Percentage of Earnings Per Share Achieved     Percent of Target Long-Term Cash Incentive Award Paid       <80 %      0 %   Threshold     80.0 %      10.0 %   Target     100.0 %      100.0 %   Maximum     ³116.3 %      200.0 %  FEBRUARY 2015 LONG-TERM CASH AWARD ADJUSTED EBITDA COMPONENT      Percentage of Adjusted EBITDA Achieved     Percent of Target Long-Term Cash Incentive Award Paid       <90 %      0 %   Threshold     90.0 %      50.0 %   Target     100.0 %      100.0 %   Maximum     ³105.0 %      200.0 %  FEBRUARY 2015 LONG-TERM CASH AWARD NET SALES COMPONENT      Percentage of Net Sales Achieved     Percent of Target Long-Term Cash Incentive Award Paid       <80 %      0 %   Threshold     90.0 %      50.0 %   Target     100.0 %      100.0 %   Maximum     ³106.0 %      200.0 %  The potential values of the long-term cash incentive award for each named executive officer are set forth below. Name   Adjusted EPS (40%)     Adjusted EBITDA 40%)     Net Sales (20%)     Target Long-Term Cash Incentive Award Value ($)     Threshold ($)     Target ($)     Max. ($)     Threshold ($)     Target ($)     Max. ($)     Threshold ($)     Target ($)     Max. ($)      Eidson     48,000        480,000        960,000        240,000        480,000        960,000        120,000        240,000        480,000        1,200,000     Staples     15,600        156,000        312,000        78,000        156,000        312,000        39,000        78,000        156,000        390,000     Jones     8,980        89,800        179,600        44,900        89,800        179,600        22,450        44,900        89,800        224,500     Adornato     7,560        75,600        151,200        37,800        75,600        151,200        18,900        37,800        75,600        189,000     Mahoney     7,560        75,600        151,200        37,800        75,600        151,200        18,900        37,800        75,600        189,000    38 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) The following table shows the status of all outstanding long-term incentive cash awards as of January 2, 2016 under the long-term cash incentive program. Award Date   Performance Measure   Performance Period   Actual Performance1 as % of Target     Payout Earned     End of Service Period   Payout Due  February 25, 2015     Adj. EPS   FYE 12/30/17     TBD        TBD      12/30/17     Net Sales   FYE 12/30/17     TBD        TBD      12/30/17   After fiscal 2017    EBITDA   FYE 12/30/17     TBD        TBD      12/30/17    February 27, 2014   Adj. EPS   FYE 12/31/16     TBD        TBD      12/31/16   After fiscal 2016      Net Sales   FYE 12/31/16     TBD        TBD      12/31/16     Merger Synergies   FYE 12/31/16     TBD        TBD      12/31/16    May 14, 2013,  as modified   Adj. EPS   FYE 1/2/16     98.5 %      93.3 %    May 2016   May 20162      Net Sales   FYE 1/2/16     95.1 %      75.5 %    May 2016     Merger Synergies   FYE 1/2/16     153.3 %      200.0 %    May 2016    May 14, 2013,  as modified     Adj. EPS   FYE 12/28/13     108.6 %      152.8 %    May 2016   May 20162      ROIC   FYE 12/28/13     100.0 %      100.0 %    May 2016   1 Company’s actual performance is after adjustments for extraordinary items approved by the Board of Directors under the terms of the Executive Plan. 2 Will not be paid unless the named executive officer satisfies the continued service requirement and is employed through the end of the service period. Due to the change in the Company’s fiscal year end from the last Saturday in March to the Saturday that is closest to December 31, the Compensation Committee determined to adjust the original three-year award by creating two separate performance periods, with the first covering the 39-week transition period ending December 28, 2013, and the second covering the 105-week period following the end of the transition period (which consists of the fiscal years ended January 3, 2015 and January 2, 2016). The Compensation Committee did not change the original three-year service schedule, and thus the awards for each of the performance periods will be subject to a service period ending May 1, 2016. Objectives of SpartanNash’s Compensation Programs The primary objectives of the Company’s compensation are to: attract, retain, motivate, and reward talented executives who are critical to the current and long-term success of the Company; provide an overall level of compensation opportunity that is competitive within the markets in which SpartanNash competes and within a broader group of companies of comparable size, financial performance, and complexity; • provide targeted compensation levels that are consistent with the 50th percentile of competitive market practices for each pay component (base salary, annual incentives, and long-term incentives); support SpartanNash’s long-range business strategy; reward and retain the Company’s executives and compensate for individual performance; and align the interests of the executives with those of the shareholders by linking compensation to the Company’s performance and share price. 39 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) How the Compensation Committee Determines Compensation Levels The processes the Compensation Committee follows when determining pay levels are discussed in more detail below. 34 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) Overview The Compensation Committee’s overall decision-making process is summarized as follows: the Committee reviews with its independent compensation consultant recent trends and developments in executive compensation, including salaries, short-term and long-term incentive plan targets and payouts, equity awards, and perquisites and benefits; the Committee reviews publicly disclosed grants of share-based awards to named executive officers at the Peer Group Companies and other relevant companies; the Company’s executive officers, and Human Resources, and Finance associates serve as resources to the Compensation Committee and provide advice, information, analysis and documentation to the Compensation Committee upon request; the Committee reviews and analyzes data, including surveys and publicly available information compiled by the independent compensation consultant, to determine the median level of compensation for each type of compensation paid for comparable positions at comparable companies; the Committee compares the compensation of the Company’s executives to compensation at the comparable companies in the context of the Company’s financial performance, economic conditions, and other factors; and the Committee sets compensation opportunities for our executives to target generally the median levels for comparable companies, but makes adjustments for a number of considerations discussed below, including individual performance, company performance, past compensation, and other factors. Market Benchmarking In general, the Compensation Committee seeks to provide target compensation opportunities that are competitive with the market levels for each major category of compensation for executives in similar positions at companies of comparable size, financial performance, industry and complexity. As part of this overall analysis, the Committee reviews survey data provided by its compensation consultants, and engages in benchmarking of selected companies (referred to as “Peer Group Companies”). The Compensation Committee reviews the constituents of the Peer Group Companies from time to time to help ensure that the group is fairly comparable to the Company. Changing business models, mergers, growth, and other factors may necessitate adjustments. The Peer Group Companies for fiscal 20152019 were as follows: SUPERVALU Inc. CH Robinson Worldwide Inc.* SYNNEX Corp. Henry Schein, Inc.* The Pantry, Inc. WESCO International Inc. The Andersons, Inc. Smart & Final Stores, Inc. 1 Anixter International Inc. 40 SUPERVALU Inc.3 Casey’s General Stores, Inc. SYNNEX Corp. Core-Mark Holding Company, Inc. SpartanNash Company Proxy Statement United Natural Foods, Inc. Essendent Inc. 2 Veritiv Corporation Owens & Minor, Inc. WESCO International Inc. Ryder System, Inc. EXECUTIVE COMPENSATION (cont’d) 1 Smart & Final Stores was acquired by Apollo Global Management on June 20, 2019 2 Essendent Inc. was acquired by Staples Inc. in January 2019. 3 SUPERVALU Inc. was acquired by United Natural Foods, Inc. in October 2018.   Core-Mark HoldingAs of August 2018 (the approximate time at which the Committee reviewed the data), Peer Company Inc. Casey’s General Stores, Inc. Ryder System, Inc. Anixter International Inc. The Andersons, Inc. United Natural Foods, Inc. Roundy’s, Inc.* For 2016,revenue, expressed as a multiple of the Company’s revenue, ranged from 0.5 to 2.1. Median market capitalization was $1.24 billion for the Peer Group Companies will excludecompared to $839 million for SpartanNash. The chart below illustrates the companies identified with an asterisk (*) above,market capitalization and will include Owens & Minor, Inc., Vertiv Corporation, and Essendent Inc.revenue of each Peer Group Company expressed as a multiple of the corresponding value for SpartanNash. 35 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d)   •     Peer Group Company market capitalization ranged from 0.5 to 4.9 times the Company’s market capitalization. •     Peer Group Company revenue ranged from 0.5 to 2.1 times Company revenue for the corresponding period.   In addition to determining the median level forof an element of a compensation category atamong the Peer Group Companies, the Committee analyzes competitive compensation practices in the general industry for those positions that may be occupied by officers and executives recruited from outside of the wholesale and retail grocery business and performs regression analysis to adjust to SpartanNash’s revenue size in these cases. Market levels serve only as a reference point; the Committee also considers: individual performance; time each executive has served in the position; the experience of each executive; future potential of the executive; internal equity; retention concerns; and Company performance. Evaluating Individual Performance Each year, the Compensation Committee reviews and evaluates individual executive performance as part of its decision makingdecision-making process. The Chairperson of the Compensation Committee coordinates the Board’s review of the individual performance of the Chief Executive Officer.Officer by the Board of Directors. The Chairman of the Board of Directors, when not serving as Chief Executive Officer or interim Chief Executive Officer, helps ensure that the Chief Executive Officer’s performance objectives are appropriate. The Chairman of the Board of Directors, Lead Independent Director, and the Chair of the Compensation Committee communicate the Board’sBoard of Directors’ review to the Chief Executive Officer. For the named executive officers other than the Chief Executive Officer, the Chief Executive Officer reviews with the Compensation Committee and the full Board of Directors an evaluation of each executive officer’s performance. 36 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) As discussed above, individual performance is only one factor among several that the Compensation Committee considers in making these adjustments, and there is no prescribed formula or mechanism for translating individual performance into specific amounts of compensation. The Compensation Committee’s decision-making process necessarily involves the Committee’s informed judgment with respect to individual executive performance in the context of many considerations and criteria, none of which are individually controlling, including experience, potential of the executive, retention concerns, recent compensation of the executive, internal pay equity, Company performance, and general industry and economic conditions. 41 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) Internal Pay Equity The ratio between Chief Executive Officer compensation and other named executive officer compensation is used by some as an indicator of internal pay equity. For SpartanNash as of fiscal 2015, the ratio of the CEO’s target total direct compensation (salary, annual bonus opportunity, and long-term incentive opportunity) to the average target total direct compensation of the other named executive officers was 3.4 to 1. The Compensation Committee believes that this ratio is generally in line with the normal market range between 3.0 and 3.5 to 1. Use of Independent Compensation Consultants Since 2010, the Compensation Committee has engaged Willis Towers Watson (“WTW”), formerly Towers Watson, a compensation consulting firm that has provided such services to provide objective researchthe Compensation Committee since 2010, was engaged by the Compensation Committee through August of 2019. In 2019, the Company paid WTW $129,000 for its executive compensation services, and analysis regarding compensation best practices and current information regarding compensation levels at companiespaid $770,000 to affiliates of similar type, size, and financial performance.WTW for providing services unrelated to executive compensation. The Compensation Committee instructeddetermined that the provision of these other services by WTW affiliates would not affect the ability of WTW to deliver objective and independent advice to the Compensation Committee. The Committee periodically reviews and considers its choice of advisors based on the evolving needs of the Company, changes in the marketplace, and the need for fresh and independent perspectives on our compensation programs. In 2019, the Committee conducted an RFP process and considered several independent advisors. As a result of this process, the Compensation Committee engaged FW Cook as its independent advisor with respect to the compensation of executives. In 2019, the Company paid FW Cook $104,000 for its executive compensation services. FW Cook did not provide any other services to the Company in 2019. The Compensation Committee considered each of the factors required by NASDAQ in determining that each of WTW and FW Cook is an independent advisor. The Compensation Committee instructs its independent consultants to provide advice and guidance on executive compensation proposals, including changes to compensation levels, the design of incentive plans and other forms of compensation, and to provide information about market practices and trends. Typically, WTWthe independent consultant attends one or two Compensation Committee meetings per year, reviews existing compensation programs for consistency with our compensation philosophy and current market practices, and produces the comparative information derived from our peer group and published survey data thatdata. With respect to 2019, the activities of the independent consultants engaged by the Compensation Committee reviews when setting compensation. With respect to fiscal 2015, WTW’s activities included: performing a market review of executive officer compensation components; reviewing our annual and long-term incentive plan design structure; reviewing the composition of the peer group we use for executive compensation benchmarking purposes; reviewing current issues and trends in executive compensation; and assisting with executive compensation disclosures for the annual proxy filing; reviewing the pay-for-performance alignment of our executive compensation programs;programs. In addition to the elements of compensation discussed above, our executives participate in certain defined benefit and deferred compensation plans. These plans are discussed below under the captions “Pension Benefits,” “Qualified Defined Contribution Retirement Plan,” and “Non-Qualified Deferred Compensation.” Performing a market reviewMix of non-associate director compensation The Compensation Committee has adoptedElements When determining the practicemix of engaging an independent compensation consultant to provide a full review and analysis of executive compensation data every two years rather than annually. The Compensation Committee requested and received a full review and analysis from the compensation consultant in fiscal 2015. For years in which the consultant does not provide a full review,awards, the Compensation Committee considers analysisfactors such as the short-term and long-term compensation expense to the Company, the economic value delivered to the executives, the overall level of share ownership by the executives, share availability under Company plans, annual share usage and dilution, and practices at the Peer Group Companies. The award mix (at target level) for 2019 is presented below.   37 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) Fixed – 18%        Variable – 82%                          Fixed – 36%        Variable – 64% Pay for Performance Our executive compensation elements and programs reflect our “pay for performance” philosophy. The Compensation Committee and the Board of Directors have implemented and intend to maintain compensation plans that link a substantial portion of executive compensation to the achievement of goals that the Board of Directors considers important. 2019 Strategic Objectives and Business Context SpartanNash is a leading consumer-centric distributor and food retailer. The Company’s strategic objective is to achieve sustained profitable growth by developing and leveraging a national, highly efficient, and versatile distribution platform that services a diversified customer base. The Company’s key 2019 accomplishments include the following: Overall sales increase of 5.8%, realizing growth in all four quarters and an impressive 15 consecutive quarters. The Company’s 2019 sales growth was generated through the acquisition of Martin’s Super Markets as well as growth within the Food Distribution segment, prior to the elimination of the intercompany sales for to the acquired business. Positive Retail comparable store sales in the third and fourth quarters of 2019. Significantworking capital improvements over the prior year, including over $45 million in inventory reductions excluding the impact of the Martin’s Super Markets acquisition, contributing to the generation of over $105 million in free cash flow for the year. Progress implementing Project One Team initiatives, the Company-wide program to drive growth, while increasing efficiency and reducing costs.  These initiatives are empowering associates to collaborate cross functionally in support of the Company’s strategies to fuel profitable growth. Strengthened the management team. The Companycontinued to make meaningful additions to the management team, welcoming: a new head of Merchandising and Marketing, Lori Raya; a new Chief Information Officer, Arif Dar, and two new segment Presidents, Walt Lentz and David Sisk, to lead the Food Distribution and Military businesses, respectively. In addition, the Company has complemented the leadership team with executives who have enhanced the depth of our supply chain expertise and will be vital as the Company continues to grow our independent customer and military relationships.   Investments in the future. The Company made significant investments in its supply chain to improve efficiency and position the Company for growth. These investments included centralizing fresh distribution operations in the Company’s western region as well as improvements in technology to improve inventory management and route planning. We also made investments in the marketing and merchandizing programs within corporate owned retail stores to better deliver a competitive shopping experience for customers. 38 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) Although the Company made significant progress in the execution of its strategic plan, the Company’s profitability fell short of expectations.   The Board took decisive action in August 2019 by exiting the former Chief Executive Officer, Mr. David Staples, and replacing Mr. Staples on an interim basis as President and Chief Executive Officer with the Company’s Chairman of the Board, and previous Chief Executive Officer, Mr. Dennis Eidson.  The Board previously established a succession plan in the event of an unplanned need to install an interim Chief Executive Officer, securing Mr. Eidson’s prior agreement to step in as Interim Chief Executive Officer if, and when, needed.  Mr. Eidson continues to serve as Chairman of the Board of Directors. Contemporaneously with the leadership transition, the Board established a Transition Committee to lead the search effort to identify the next President and Chief Executive Officer.  Mr. Douglas A. Hacker, Lead Independent Director, chairs the Transition Committee.  The membership of the Transition Committee is comprised of Mr. Hacker; Mr. Eidson; Ms. Yvonne R. Jackson, Chair of the Compensation Committee; and Mr. Matthew M. Mannelly. The Board of Directors has retained Spencer Stuart, a leading executive search and leadership consulting firm, as an advisor in the process. Interim Chief Executive Officer Compensation.  Mr. Eidson serves as interim Chief Executive Officer until a successor is hired. Previously, Mr. Eidson successfully led the Company as Chief Executive Officer for over eight years and has served as Chairman of the Board of Directors since 2016. He has extensive knowledge of the Company’s operations, industry, customers, and the competitive context. Therefore, the Board of Directors determined that it was essential to have him lead the Company through the transition period until the next Chief Executive Officer is retained.  The Board met, without Mr. Eidson in attendance, when determining whether to retain Mr. Eidson as Interim President and Chief Executive Officer and when voting on the compensation to be paid to Mr. Eidson in that role.  The Board approved an overall compensation opportunity for Mr. Eidson that is appropriate for a Chief Executive Officer with his experience and qualifications, consisting of: A signing bonus of $600,000; Annual base salary of $1,400,000; Quarterly cash incentive program pursuant to which Mr. Eidson may earn up to $200,000 per three-month period (no more than $800,000 in the aggregate) based on the achievement of objectives determined by the Board of Directors; An initial grant of “phantom units” having a value of $1,000,000 and quarterly grants having a value of $430,000 per three-month period (subject to service requirements).  Rather than issue equity under the Company’s 2015 Stock Incentive Plan, the Board of Directors issued Mr. Eidson an instrument designed to deliver the shareholder alignment of equity without the dilutive impact.   Because Mr. Eidson agreed to serve on an interim basis only, the Board of Directors did not authorize relocation assistance for Mr. Eidson. Instead, the Company agreed to provide or reimburse necessary travel from his residence in Florida to Company locations as needed, and to provide him with temporary housing near the Company’s Grand Rapids Service Center. Mr. Eidson was not provided with any arrangements for severance or change-in-control payments.   Former Chief Executive Officer Compensation Mr. Staples held an employment agreement that provided for severance payments if his employment was terminated for reasons other than proscribed willful conduct or gross negligence. Because Mr. Staples had not engaged in the proscribed conduct, the Company was required to pay Mr. Staples the benefits set forth in his Executive Employment Agreement. As mandated under that agreement, Mr. Staples received a lump sum payment equal to 52 weeks’ salary, outplacement assistance, and his cost for COBRA benefits for 52 weeks was set at active associate rates. 39 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) At the time of his separation, Mr. Staples was eligible for his termination to be treated as retirement under the terms of the Company’s Stock Incentive Plan of 2015 and under the annual and long-term cash incentive plans in which he participated. Therefore, under the terms of those plans, his unvested shares of restricted stock will continue to vest for the original service period, and he will be eligible for a prorated portion of the earned cash incentive award for the period of time he was employed during the relevant performance period.   The Company did not enter into any new severance payments or other arrangements with Mr. Staples in connection with his exit. Retention Incentives At the time of the transition, the Board of Directors was focused on leadership stability, noting that nearly half of the senior leadership team had less than eight months tenure with the Company.  To promote stability and continuity in the senior leadership team during this time of significant change, the Board of Directors authorized retention bonuses for seven members of the senior leadership team, other than Mr. Eidson. The bonuses will not be earned unless the executive continues to serve until February 9, 2021. The executive may earn a pro-rata portion of the award if he or she is terminated without cause, resigns for good reason, becomes disabled, or dies.  The Board of Directors styled the opportunity as a cash bonus rather than an equity bonus due to share availability under the 2015 Stock Incentive Plan.   The retention incentive opportunities for the NEOs (excluding Mr. Eidson who was not granted a retention incentive) ranges from $200,000 to $300,000.   Working Capital Reduction Incentive Program At the time of the leadership transition, the Board of Directors focused on efforts the Company could deliver over the third and fourth quarters of 2019 that would drive balance sheet improvement and improved supply chain efficiencies.  The Board of Directors determined that making an additional $15 million reduction in working capital would deliver on both components.  Accordingly, the Board of Directors approved a working capital reduction incentive program designed to pay a cash incentive only upon the Company’s achievement of a reduction of $15 million in certain working capital items in the second half of 2019. Each of the Company’s named executive officers, other than Messrs. Eidson and Staples, participated in the program.  The target bonus opportunity for the eligible NEOs ranged from 14 to 18% of base pay. Incentive Compensation Results The Compensation Committee is keenly focused on approving compensation plans that reward performance.  The low level of bonus payouts earned in 2019 under both the Long Term Incentive Plan (“LTIP”) and the Annual Incentive Plan (“AIP”) is testament to the strong linkage between pay and Company performance. 2017 LTIP Performance Cash –     Zero Payout The 2017 LTIP included a three-year measurement period for the payout of performance cash.  The measurement period ended in 2019, and performance was measured based on the fiscal year end 2019 results.  Because the Company performance did not meet the 2017 LTIP performance measures, there was no payout on performance cash under the LTIP.   2019 AIP Payout –       20% – 25% Payout The 2019 AIP components were principally based on financial performance; for the NEOs, 75% - 80% of the bonus opportunity was tied directly to financial goals.  Due to the Company’s performance, no bonus was earned on the financial goals portion of the 2019 AIP opportunity.   40 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) The remainder of the AIP opportunity for the NEOs was based on performance against a strategic goal.  The Company has publicly disclosed its focus on the Project One team initiative, which is the Company-wide program to drive growth, while increasing efficiency and reducing costs.  The strategic goal for each NEO, other than Mr. Eidson (who was not an AIP plan participant), was to drive that initiative.  The performance of the strategic component exceeded goal, but due to the Company’s financial performance, the strategic portion was only paid at target performance. 2019 Working Capital Reduction Incentive –   100% Payout The Company achieved the targeted reduction in working capital.  Each participant received the target payout.    Analysis of Compensation Elements for 2019 Overview The following is a discussion of key compensation programs and decisions for 2019. 1. Annual Cash Incentive Awards. Each named executive officer compensation compared to the Peer Group Companies, and reviews compensation history, market trends in executive compensation, updated information and analysis provided in the previous year by the compensation consultant. Alternate years provide the Compensation Committeeother than Mr. Eidson was granted an opportunity to engage compensation consultants in analysisearn an annual incentive award under the Company’s Executive Cash Incentive Plan of other areas2015 (the “Executive Plan”). The value of executive compensation, such as stock ownership, change-in-control,the annual incentive award is dependent on the Company’s achievement of specified levels of adjusted consolidated net earnings and regulatory issues. net sales, business unit operating results (for certain executives) and performance against strategic objectives. The Compensation Committee also reviews and considers from time to time independent compensation studies, compilations, analysis and surveysannual incentive plan includes three “gating” requirements that are not specifically preparedintended to maintain a close link between pay and performance:   No payout will be made for earnings or commissionedsales metrics unless the Company achieves the 80% threshold level of performance of Adjusted Consolidated Net Earnings; and No payout will be made for strategic goals unless the Company achieves 70% of the Adjusted Consolidated Net Earnings target; and Payouts (if any) on non-financial strategic goals limited to 100 percentage points above the payout for the Company.corporate financial goals (e.g., if the plan pays 60% of target for the corporate financial goals, then any strategic goal payout is limited to 160%). The formula for determining payouts under the 2019 AIP is a simple one:   Each NEO has a target opportunity, which equals a set percentage of his or her base pay,   Each NEO has set percentages of his/her target opportunity that are tied to financial and strategic metrics Performance against the metrics is calculated to determine what percentage of the opportunity is earned.     41 42 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d)   The chart below lists the AIP annual base pay percentage opportunity, metrics and payout earned under the 2019 AIP: Name Financial Goal Opportunity Strategic Goal Opportunity 2019 Payout Percentage Mr. Staples 80% Corporate Financial 20% 20% Mr. Shamber 75% Corporate Financial 25% 25% Ms. Mahoney 40% Corporate Financial 40% Military Business Unit Financial 20% 20% Ms. Trupiano 75% Corporate Financial 25% 25% Ms. Raya 75% Corporate Financial 25% 25% ANNUAL CASH INCENTIVE AWARD PAYOUT DESIGN     Adjusted Net Sales (in thousands)     Percentage of Targeted Adjusted Net Sales Achieved for 2019     Percent of Target Annual Incentive Award Paid*       Adjusted Consolidated Net Earnings (in thousands)     Percentage of Targeted Consolidated Net Earnings Achieved for 2019     Percent of Target Annual Incentive Award Paid*   Threshold $   8,227,476       95.0 %     20.0 %   $   52,326       80.0 %     10.0 % Target     8,660,501       100.0 %     100.0 %       65,408       100.0 %     100.0 % Maximum     9,093,526       105.0 %     200.0 %       76,070       116.3 %     200.0 % Actual**     8,535,996       98.6 %     0.0 %       46,976       71.8 %     0.0 %     Working Capital Reduction     Percent of Target Annual Incentive Award Paid*   Threshold/Target $   15,000       100.0 % Actual     32,677       100.0 % * The threshold, target, and maximum annual incentive award for each named executive officer is reported in the Grants of Plan-Based Awards Table in this proxy statement. The percentage of Target annual incentive award paid is interpolated for actual achievement between the threshold and maximum performance levels identified above. ** Company’s actual performance is presented after adjustments as approved by the Board of Directors under the terms of the Executive Cash Incentive Plan of 2015. 2. Long-Term Incentive Awards Each executive officer is provided a long-term incentive award opportunity that consists of a mix of 50% performance cash and 50% restricted stock. Long-Term Performance Cash Incentive Awards.  When designing the 2019 LTIP plan, the Committee first evaluated whether to continue the existing LTIP design in light of current business conditions.  The Committee considered whether the metrics were appropriate to the current state of the business, especially considering that the food distribution and retail sectors have experienced significant disruption over the past few years. The Committee determined the metrics were appropriate, and next focused on the manner in which performance under the LTIP was measured.   Prior LTIP plans utilized a three-year performance period, and performance was measured against the performance results on the last day of the three-year performance period, without regard to performance at intervals during the three-year performance period.  Mindful that business responses to disruption often require unforeseen investment and realignment of priorities, and considering the impact disruptions have had on achievement on the LTIP cash incentive opportunities for prior periods, the Committee re-evaluated whether a single measurement point continued to advance the Company’s compensation objectives and provide appropriate incentives to align the interests of our named executive officers with our shareholders.   42 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) The Committee consulted with its independent advisor, and reviewed similar plans offered at other companies before concluding that measuring performance solely at a single point in time, following completion of a three-year period, was no longer the best approach.  The Committee redesigned the 2019 LTIP to include annual growth targets, in addition to measuring performance against the metrics on the last day of the three-year performance period.  To avoid increasing the total compensation opportunity by adding the annual measurement points, the Committee capped the total LTIP opportunity at the payout available on achievement of the three-year metrics.   In February 2019, each named executive officer other than Mr. Eidson was granted an opportunity to earn a long-term performance cash incentive award under the Executive Plan.  Under the 2019 LTIP, each award is based on three metrics: 1. Adjusted Earnings Per Share (“EPS”) — a basis for the valuation of our stock and an effective measure of our financial performance and the growth of shareholder wealth. 2. Plan Based Return on Invested Capital (“ROIC”) — a measure of the profitability and value-creating potential after taking into account the amount of initial capital invested. 3. Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”) — which we define as net earnings from continuing operations plus depreciation and amortization, and other non-cash items including imputed interest, deferred (stock) compensation, the LIFO provision, as well as adjustments for unusual items that do not reflect the ongoing operating activities of the Company, costs associated with the closing of operational locations, interest expense and the provision for income taxes to the extent deducted in the computation of net earnings. The cash portion of the February 2019 award opportunity is based on the following: Performance Measurement (For 2019 through Fiscal 2021) Percentage of Long- Term Cash Incentive Award Adjusted EPS 40 % ROIC 20 % Adjusted EBITDA 40 % The maximum amount a participant can earn on the performance cash portion of the 2019 LTIP is determined by reference to the final-year performance target; there is the potential for an upside opportunity if the final year target performance is exceeded,  with a maximum payout equal to 200% of the total target cash opportunity.  The amount that can be earned for achieving an annual growth target is 25% of the target level for each year of the three-year performance periods, with no upside opportunity.  The Committee capped the total LTIP opportunity at the payout available on achievement of the three-year metrics. The amount of each component of the long-term incentive award earned for the three-year performance period will be determined according to the following matrices (the percentage of Target long-term cash incentive award paid is interpolated for actual achievement between the threshold and maximum performance levels identified in each table): FEBRUARY 2019 LONG-TERM CASH AWARD ADJUSTED EPS COMPONENT     Annual Measurement     Final-year Measurement       Percentage of Earnings Per Share Achieved     Percent of Target Long- Term Cash Incentive Award Paid     Percentage of Earnings Per Share Achieved     Percent of Target Long- Term Cash Incentive Award Paid       <90 %     0 %   <80 %     0 % Threshold   90 %     10.0 %   80.0 %     10.0 % Target   100 %     100.0 %   100.0 %     100.0 % Maximum   ≥105.0 %     200.0 %   ≥116.3 %     200.0 % 43 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) FEBRUARY 2019 LONG-TERM CASH AWARD ROIC COMPONENT     Annual Measurement     Final-year Measurement       Percentage of Plan ROIC Achieved     Percent of Target Long- Term Cash Incentive Award Paid     Percentage of Plan ROIC Achieved     Percent of Target Long- Term Cash Incentive Award Paid       <92 %     0 %   <92 %     0 % Threshold   92.0 %     10.0 %   92.0 %     10.0 % Target   100.0 %     100.0 %   100.0 %     100.0 % Maximum   ≥115.0 %     200.0 %   ≥115.0 %     200.0 %  FEBRUARY 2019 LONG-TERM CASH AWARD ADJUSTED EBITDA COMPONENT     Annual Measurement     Final-year Measurement       Percentage of Adjusted EBITDA Achieved     Percent of Target Long- Term Cash Incentive Award Paid     Percentage of Adjusted EBITDA Achieved     Percent of Target Long- Term Cash Incentive Award Paid       <95 %     0 %   <90 %     0 % Threshold   95.0 %     50.0 %   90.0 %     50.0 % Target   100.0 %     100.0 %   100.0 %     100.0 % Maximum   ≥105.0 %     200.0 %   ≥105.0 %     200.0 % The potential values of the long-term cash incentive award are set forth below.     Adjusted EPS (40%)     Adjusted EBITDA 40%)     ROIC (20%)     Target Long-Term Cash Incentive   Name   Threshold     Target     Max.     Threshold     Target     Max.     Threshold     Target     Max.     Award Value   Shamber $   12,500   $   125,000   $   250,000   $   62,500   $   125,000   $   250,000   $   6,250   $   62,500   $   125,000   $   312,500   Mahoney     12,800       128,000       256,000       64,000       128,000       256,000       6,400       64,000       128,000       320,000   Trupiano     6,040       60,400       120,800       30,200       60,400       120,800       3,020       30,200       60,400       151,000   Raya     10,000       100,000       200,000       50,000       100,000       200,000       5,000       50,000       100,000       250,000   The following table shows the status of all outstanding long-term incentive cash awards as of December 28, 2019 under the long-term cash incentive program. Award Date   Performance Measure   Performance Period   Actual Performance as % of Target1     Payout Earned     Payout Due March 1, 2019   Adj. EPS   FYE 01/01/22   TBD     TBD           ROIC   FYE 01/01/22   TBD     TBD     After fiscal 2021     Adj. EBITDA   FYE 01/01/22   TBD     TBD       March 1, 2018   Adj. EPS   FYE 01/02/21   TBD     TBD           ROIC   FYE 01/02/21   TBD     TBD     After fiscal 2020     Adj. EBITDA   FYE 01/02/21   TBD     TBD       March 1, 2017   Adj. EPS   FYE 12/28/19   33.8%     0.0%           ROIC   FYE 12/28/19   52.4%     0.0%     No payout earned.     Adj. EBITDA   FYE 12/28/19   61.8%     0.0%       (1) Company’s actual performance is after adjustments approved by the Board of Directors under the terms of the Executive Cash Incentive Plan of 2015. 44 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) 3. Working Capital Reduction Incentive Program Each named executive officer other than Mr. Eidson and Mr. Staples was granted an opportunity to earn a cash incentive award upon the achievement of a $15 million reduction in certain working capital items over the second half of 2019. The amount of the working capital reduction incentive opportunity for the NEOs ranged from 14% to 18% of his/her base salary. Performance against the working capital reduction incentive opportunity was not scaled, and there was no upside opportunity. The values of the incentive awards earned by the named executive officers are set forth in the Summary Compensation Table. Stock Ownership Guidelines SpartanNash’s Board of Directors has established stock ownership guidelines for corporate officers. These guidelines are designed to help ensure that officers share downside risk and upside potential with other shareholders. Our executive officers are expected to achieve and maintain a level of stock ownership having a value that is approximately equal to or greater than a percentage of the executive’s annual base salary. The percentages are as follows:   Position Percentage of Base Salary Chief Executive Officer 500 %  President 400 %  Executive Vice Presidents 300 % Senior Vice PresidentPresidents 200 % Vice Presidents; Regional and Divisional Vice Presidents 100 % Until the specified level of ownership is achieved, executives are requiredin any calendar year an executive is permitted to hold at leastsell no more than 50% of allthe shares acquiredthat vest (net of taxes) throughunder the Company’s stock incentive plans and other forms of stock based compensation.in that calendar year. As of January 2, 2016,December 28, 2019, all of the Company’s named executive officers had achieved the target ownership level or were making satisfactory progress toward the target levels and in compliance with the Company’s stock ownership policy. Personal Benefits and Perquisites Perquisites play a minor role in the Company’s compensation program. The Company has retained a firm to provide tax and financial planning services for its named executive officers.officers, and executives are provided with an annual physical examination. In 2019, the Board of Directors authorized the Company to provide or reimburse the Interim Chief Executive Officer’s travel to Company locations from his home in Florida and to provide him with necessary temporary housing and transportation in the Grand Rapids area. This arrangement is unique to the temporary nature of Mr. Eidson’s role as interim Chief Executive Officer. Mr. Eidson had previously retired from SpartanNash and relocated permanently. Mr. Eidson did not wish to serve as Chief Executive Officer other than in an interim capacity. Because Mr. Eidson would not be relocating, the Company could not offer him the customary relocation benefit offered to executives. The Board of Directors does not expect to provide its executives with perquisitesor reimburse such as club memberships, automobiles, or personal travel unrelated to our business.expenses in other circumstances. Risk Considerations The Compensation Committee does not believe our compensation program encourages excessive or inappropriate risk taking for the following reasons: we structure our pay to consist of both fixed compensation and variable compensation; we cap our cash incentive opportunity;opportunities; equity awards generally vest over four or five years, creating incentives for long-term growth; we have strict internal controls; the Company may recover incentive-based compensation under the Company’s clawback policy; and we have stock ownership guidelines.requirementsto incentivize long-term sustainable growth. 45 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) Severance and Change in Control Payments SpartanNash believes that severance payments upon certain terminations of employment benefit the Company and the shareholders by allowing executives to remain focused during uncertain times while also obtaining restrictive covenants for the benefit of the Company. SpartanNash also believes 43 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) that benefits payable upon a “double-trigger” of both termination of employment and a change in control benefit the Company and the shareholders by motivating and encouraging each executive to be receptive to potential strategic transactions that are in the best interest of shareholders, even if the executive faces potential job loss, and by motivating the executives in the period leading up to a potential change in control. All equity awards are issued with a “double trigger” vesting provision. To accomplish these goals, SpartanNash has entered into an employment agreement and an executive severance agreement with each named executive officer which are discussed in more detail elsewhere in this proxy statement.other than the Interim CEO. Under the terms of our equity based compensation plans and our executive employment and severance agreements, the Chief Executive Officer and othernon-interim named executive officers are entitled to payments and benefits upon the occurrence of specified events including termination of employment and upon a change in control of the Company. The specific terms of these arrangements and an estimate of the compensation that would have been payable had they been triggered as of fiscal year-end are described in detail in the section of this Proxy Statement entitled “Potential Payments Upon Termination or Change in Control.” The terms and conditions of these arrangements are the result of arms-length negotiations between the Compensation Committee and the Company’s executive officers. The termination of employment provisions of the executive employment and severance agreements are intended, in part, to address retention concerns by providing these individuals with a certain amount of compensation that would offset the potential disincentive to support an effort that would result in a change in control of the Company that could threaten the executive’s own jobs. From time to time, the Compensation Committee reviews and reassesses the termination and change in control arrangements with the named executive officers to determine whether the arrangements effectively serve their intended purposes and are consistent with prevailing practices for the markets in which the Company competes for executive talent. The Committee typically engages a compensation consultant to assist the determination of prevailing market practices.job. Deductibility of Executive Compensation Section 162(m) of the Internal Revenue Code includes potential limitations on the deductibility of compensation in excess of $1 million paid to certain officers. While we do not design our compensation programs solely for tax purposes, we do design our programs to be tax efficient for the Company where possible. Under appropriate circumstances, SpartanNash may approve compensation that is not deductible under Section 162(m) if it determines that it would be in the best interests of SpartanNash and its shareholders for such compensation to be paid. Shareholder Say-On-Pay Votes The Company provides its shareholders with the opportunity to cast a say-on-pay vote annually, which is an advisory vote on executive compensation. At the Company’s annual meeting of shareholdersAnnual Meeting held in June 2015, a substantial majority (over 93%)May 2019, almost 95% of the votes cast on the say-on-pay proposal at that meeting were voted in favor of the proposal. The Compensation Committee believes this affirms shareholders’ support of the Company’s approach to executive compensation, and generally did not change its approach in fiscal 2015.2019. The Compensation Committee will continue to consider the outcome of the Company’s say-on-pay votes when making future compensation decisions for the named executive officers. Income Tax Deduction. Subject to the usual rules concerning reasonable compensation, including our obligation to withhold or otherwise collect certain income and payroll taxes, we generally will be entitled to a corresponding income tax deduction at the time a participant recognizes ordinary income. However, Section 162(m) of the Code prohibits publicly held corporations from deducting more than $1 million per year in compensation paid to certain named executive officers. The Tax Cuts and Jobs Act (the “Act”), which was signed into law at the end of 2017, made significant changes to the deduction limit under Section 162(m), which are effective for taxable years beginning on and after January 1, 2018. The Act eliminated the exception to the deduction limit for qualified performance-based compensation and broadens the application of the deduction limit to certain current and former executive officers who previously were exempt from such limit. Therefore, compensation paid to a covered executive in excess of $1 million generally will not be deductible. 46 44 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d)   COMPENSATION COMMITTEE REPORT The Compensation Committee has reviewed and discussed with management the information provided under the heading “Compensation Discussion and Analysis.” Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in SpartanNash’s annual report on Form 10- K and proxy statement. Respectfully submitted, Yvonne R. Jackson, Chair Douglas A. Hacker Matthew Mannelly William R. Voss The information contained in the “Compensation Committee Report” is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by the Company under the Exchange Act or the Securities Act unless and only to the extent that the Company specifically incorporates it by reference. 47 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) SUMMARY COMPENSATIONCOMPENSATION TABLE The following table shows certain information concerning the compensation earned by each person who served in the capacity of the Chief Executive Officer and the Chief Financial Officer,Officer; and each of the Company’s three most highly compensated executive officers other than the Chief Executive Officer or Chief Financial Officer who were serving as executive officers as of the end of fiscal 20152019 (the officers identified in the table below are referenced in this Proxy Statement as the “named executive officers”). For the purpose of the following table, the fiscal year ended January 2, 2016 is referred to as “Fiscal Year 2015”, the fiscal year ended January 3, 2015 is referred to as “Fiscal Year 2014”, the 39-week transition period ended December 28, 2013 is referred to as “2013T”, and the fiscal year ended March 30, 2013 as “Fiscal Year 2013.”   Name and Principal Position   Fiscal Year   Salary ($)     Bonus ($)     Stock Awards(1) ($)     Option Awards ($)     Non-Equity Incentive Plan Compensation(2) ($)     Change in Pension Value and Non-qualified Deferred Compensation Earnings(3) ($)     All other Compensation(4) ($)     Total(5) ($)    Dennis Eidson   2015     896,154        —        1,184,449        —        1,658,881        4,768        149,061        3,893,313      President and   2014     891,202        —        1,000,427        —        1,216,601        26,267        141,320        3,275,817      CEO   2013T     603,510        —        1,448,405        —        1,169,143        2,300        95,188        3,318,546       2013     765,962        —        808,876        —        777,335        3,929        99,341        2,455,443      David Staples   2015     584,615        —        384,975        —        668,037        5,126        65,505        1,708,258      EVP and COO   2014     509,138        —        275,090        —        442,400        4,338        61,162        1,292,128      (Interim CFO)   2013T     330,661        —        244,433        —        380,185        2,905        44,312        1,002,496       2013     429,871        —        230,558        —        247,667        4,961        42,108        955,165      Derek Jones   2015     419,231        —        665,821        —        413,185        920        43,814        1,542,971      EVP and President   2014     366,655        —        175,066        —        220,275        779        37,931        800,706      Wholesale and Dist.   2013T     243,779          163,353        —        237,871        521        27,379        672,903      Ops   2013     317,030        —        154,133        —        156,961        891        29,225        658,240      Theodore Adornato   2015     369,308        —        186,593        —        322,899        2,058        39,236        920,094      EVP Retail Operations   2014     366,731        —        175,066        —        249,678        1,742        41,612        834,829       2013T     249,481        —        287,231        —        242,278        1,166        29,370        809,526       2013     324,553        —        154,133        —        159,290        1,991        31,331        671,298      Kathleen M. Mahoney(6)   2015     376,923        552,500        186,593        —        210,937        —        14,494        1,341,447      EVP Chief Legal  Officer                                                                     Name and Principal Position   Year     Salary       Bonus       Stock Awards(1)       Phantom Units       Non-Equity Incentive Plan Compensation(2)       Change in Pension Value and Non-qualified Deferred Compensation(3)       All Other Compensation(4)       Total   Dennis Eidson   2019   $   538,462     $   600,000     $   —     $   1,437,071     $   307,692     $   —     $   363,811     $   3,247,036   Interim President and CEO   2017       353,077         —         2,631,405         —         548,103         7,912         154,625         3,695,122   David M. Staples   2019       523,077         —         1,457,350         —         115,077         2,521         1,053,462         3,151,487   Former President and CEO   2018       840,385         —         1,264,198         —         362,032         4,831         119,955         2,591,401       2017       727,212         —         990,619         —         539,013         4,235         101,023         2,362,102   Mark Shamber   2019       460,000         —         303,670         —         152,950         —         36,745         953,365   EVP and CFO   2018       456,154         —         303,448         —         122,923         —         21,738         904,263       2017       135,385         47,498         —         —         —         —         606         183,489   Kathleen M. Mahoney(5)   2019       460,000         —         310,898         —         121,440         —         89,779         982,117   EVP and CLO   2018       458,077         100,000         323,665         —         114,231         —         44,729         1,040,702       2017       441,154         —         312,472         —         193,939         —         47,717         995,282   Yvonne Trupiano   2019       400,000         —         146,709         —         114,000         —         52,709         713,418   EVP and CHRO   2018       393,269         —         152,776         —         78,655         —         30,872         655,572   Lori Raya   2019       346,154         —         242,892         —         98,654         —         17,612         705,312   EVP and CMMO                                                                                       (1) These amounts represent the grant date fair value of restricted stock awards determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”), and do not represent cash payments to or amounts realized by the named executive officers. The Company did not grant option awards in any of the fiscal years presented. For details regarding the assumptions used in the valuation of share-based awards, see Note 13,Stock-Based Compensation, to the audited financial statements of SpartanNash contained in the Company’s Report on Form 10-K for the period ended January 2, 2016.. 45 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) (2) The amount reported in this column consists of the annual cash incentive award earned and, for all named executive officers except for Ms. Mahoney, the portion of the long-term cash incentive award that was earned in fiscal 2015 for the Company’s achievement of specified levels of earnings per share, net sales, and merger synergies for performance during fiscal 2014 and fiscal 2015. These earned amounts are subject to an additional vesting period ending May 1, 2016. The long-term portion of the awards were granted prior to the Merger, and therefore Ms. Mahoney did not have an opportunity to earn a long-term cash incentive award for fiscal 2015. These awards were made under the Company’s Executive Cash Incentive Plan of 2010. The following table provides details regarding the non-equity incentive compensation earned by each named executive officer in fiscal 2015:2019: Name   Annual Cash Incentive Award Earned       Working Capital Reduction Cash Incentive Award Earned       Interim CEO Cash Incentive Award Earned       Adj. EPS Portion of Long-Term Incentive Award Earned       ROIC Portion of Long-Term Incentive Award Earned       Adj. EBITDA Portion of Long-Term Incentive Award Earned       Total   Mr. Eidson $   —     $   —     $   307,692     $   —     $   —     $   —     $   307,692   Mr. Staples     115,077         —         —         —         —         —         115,077   Mr. Shamber     80,500         72,450         —         —         —         —         152,950   Ms. Mahoney     55,200         66,240         —         —         —         —         121,440   Ms. Trupiano     60,000         54,000         —         —         —         —         114,000   Ms. Raya     51,923         46,731         —         —         —         —         98,654     Name   Annual Cash Incentive Award Earned ($)     Adj. EPS Portion of Long-Term Incentive Award Earned ($)     Net Sales Portion of Long-Term Incentive Award Earned ($)     Merger Synergies Portion of Long- Term Incentive Award Earned ($)     Total ($)    Mr. Eidson     945,850        200,954        81,308        430,769        1,658,881     Mr. Staples     456,768        59,542        24,091        127,636        668,037     Mr. Jones     271,929        39,810        16,108        85,338        413,185     Mr. Adornato     181,643        39,810        16,108        85,338        322,899     Ms. Mahoney     210,937        —        —        —        210,937    (3) The amounts reported in this column consist of the change in the actuarial present value of the named executive officer’s accumulated benefit under the SpartanNash Cash Balance Pension Plan and Supplemental Executive Retirement Plan, computed as of the pension plan measurement date used for financial statement reporting purposes for the reported years. For more information, see the Pension Benefits section of this proxy statement and Note 10,11, Associate Retirement Plans,, to the audited financial statements of SpartanNash contained in the Company’s Annual Report on Form 10-K for the period ended January 2, 2016. Earnings on non-qualified deferred compensation are reported below on the Non-Qualified Deferred Compensation table.December 28, 2019.   (4) “All Other Compensation” includes the value of Company matching contributions to each executive’s qualified and non-qualified retirement plans, dividends on unvested restricted stock awards, termination payments, perquisites, and Company paid life insurance premiums (a benefit that is generally available to the Company’s salaried associates). The following table provides details regarding all other compensation paid to named executive officers for fiscal 2015:2019:   Name   Qualified Savings Plan Match and Profit Sharing Contribution ($)     Nonqualified Savings Plan Match and Profit Sharing Contribution ($)     Dividends on Unvested Restricted Stock ($)     Insurance Premiums ($)     Total ($)    Mr. Eidson     7,960        74,332        66,259        510        149,061     Mr. Staples     8,008        37,123        19,864        510        65,505     Mr. Jones     6,898        14,978        21,428        510        43,814     Mr. Adornato     7,958        19,087        11,681        510        39,236     Ms. Mahoney     7,056        —        6,928        510        14,494    (5) 48 None of the Company’s named executive officers received perquisites or personal benefits having an aggregate value of $10,000 or greater.SpartanNash Company Proxy Statement   EXECUTIVE COMPENSATION (cont’d) Name   Qualified Savings Plan Match       Nonqualified Savings Plan Match       Dividends on Unvested Restricted Stock       Insurance Premiums       Financial Planning & Health Screening       Termination Payments(a)       Travel(b)       Total   Mr. Eidson $   11,200     $   —     $   38,799     $   426     $   6,276     $   —     $   307,110     $   363,811   Mr. Staples     11,200         2,069         117,406         671         10,337         911,779         —         1,053,462   Mr. Shamber     11,200         2,069         22,714         762         —         —         —         36,745   Ms. Mahoney     10,938         12,917         29,050         762         36,112         —         —         89,779   Ms. Trupiano     8,069         10,230         15,938         662         17,810         —         —         52,709   Ms. Raya     5,423         —         10,011         573         1,605         —         —         17,612   (6)(a) Termination Payments consist of severance and related payroll taxes of $862,823 and vacation and sick pay and COBRA of $48,956. (b) The Company provided transportation and reimbursed travel expenses for Mr. Eidson as he maintains his primary residence in Florida, in accordance with his temporary employment agreement. (5) On November 19, 2015, the second anniversary of the Merger,June 1, 2018, Ms. Mahoney earned thea retention bonus. This bonus shownopportunity was granted in the column under the heading “Bonus.”connection with her appointment as President, MDV in May 2017. Ms. Mahoney served as President, MDV until February, 2020. 46 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) GRANTS OF PLAN-BASED AWARDS The following table provides information concerning each grant of an award made to the named executive officers in fiscal 2015.2019.       Grant Date     Estimated Possible or Future Payouts Under Non-Equity Incentive Plan Awards(1)     All Other Stock Awards: Number of Shares of Stock or Units (#)     Grant Date Fair Value of Stock Awards ($)(2)   Name     Threshold ($)     Target ($)     Maximum ($)         Dennis Eidson     2/25/15        99,000        990,000        1,980,000            2/25/15        408,000        1,200,000        2,400,000            2/25/15              44,612        1,184,449      David Staples     2/25/15        48,000        480,000        960,000            2/25/15        132,600        390,000        780,000            2/25/15              14,500        384,975      Derek Jones     2/25/15        30,100        301,000        602,000            2/25/15        76,330        224,500        449,000            2/25/15              25,078        665,821      Theodore Adornato     2/25/15        20,405        204,050        408,100            2/25/15        64,260        189,000        378,000            2/25/15              7,028        186,593      Kathleen Mahoney     2/25/15        22,825        228,250        456,500            2/25/15        64,260        189,000        378,000              2/25/15                                7,028        186,593                  Estimated Possible or Future Payouts Under Non-Equity Incentive Plan Awards(2)                     Name   Award Type(1)   Grant Date     Threshold       Target       Maximum     All Other Stock Awards: Number of Shares of Stock or Units       Grant Date Fair Value of Stock Awards(3)   Dennis Eidson   Interim   8/9/19   $   307,692     $   307,692     $   307,692                         Phantom   8/9/19                                   101,010     $   1,007,071       Phantom   11/7/19                                   31,091     $   430,000   David M. Staples   AIP   3/1/19       60,991         575,384         1,150,769                         LTIP   3/1/19       390,000         1,500,000         3,000,000                         Equity   3/1/19                                   79,032         1,457,350   Mark Shamber   AIP   3/1/19       32,200         322,000         644,000                         WCRI   8/21/19       72,450         72,450         72,450                         LTIP   3/1/19       81,250         312,500         625,000                         Equity   3/1/19                                   16,468         303,670   Kathleen M. Mahoney   AIP   3/1/19       29,256         276,000         552,000                         WCRI   8/21/19       66,240         66,240         66,240                         LTIP   3/1/19       83,200         320,000         640,000                         Equity   3/1/19                                   16,860         310,898   Yvonne Trupiano   AIP   3/1/19       24,000         240,000         480,000                         WCRI   8/21/19       54,000         54,000         54,000                         LTIP   3/1/19       39,260         151,000         302,000                         Equity   3/1/19                                   7,956         146,709   Lori Raya   AIP   3/1/19       20,769         207,692         415,385                         WCRI   8/21/19       46,731         46,731         46,731                         LTIP   3/1/19       65,000         250,000         500,000                         Equity   3/1/19                                   13,172         242,892     (1) “AIP” denotes an annual cash incentive award under the 2015 Executive Cash Incentive Plan. “WCRI” denotes a cash incentive award opportunity related to a reduction in the Company’s working capital. “LTIP” denotes a long-term incentive award under the 2015 Executive Cash Incentive Plan. “Equity” denotes an award of restricted stock that was made pursuant to the 2015 Stock Incentive Plan. "Interim" refers to an award under the quarterly cash incentive program pursuant to the interim Chief Executive Officer employment agreement. "Phantom" denotes a phantom unit award that was made pursuant to the interim Chief Executive Officer employment agreement. (1) 49 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) (2) The amounts reported in these rows represent the possible threshold, target, and maximum awards that could have been earned by each named executive officer for the annual cash incentive award (first line)(AIP) and that can be earned for the long term incentive award opportunities (second line)(LTIP) under the Executive Plan. The actualPlan, as well as the amount that could be earned by each named executive officer for fiscal 2015 is reportedrelated to a reduction in the Summary Compensation Table.Company’s working capital (WCRI). For details regarding how these amounts are determined, see the Compensation Discussion and Analysis section of this proxy statement. (2)(3) AmountAmounts reported isrepresent the aggregate grant date fair value determined in accordance with ASC 718, and does not represent cash payments to or amounts realized by the named executive officers. For valuation assumptions, see Note 13,Stock-Based Compensation, to the audited financial statements of SpartanNash contained in the Company’s Report on Form 10-K for the period ended January 2, 2016.718. Discussion of Summary Compensation and Plan-Based Awards Tables The Company paid the compensation set forth in the Summary Compensation Table and the grants of Plan Based Awards table pursuant to the philosophy, procedures, and practices set forth above in the “Compensation Discussion and Analysis” section of this proxy statement. A summary of certain material terms of our compensation plans and arrangements is set forth below. Salary; Employment AgreementsAgreements.. Each namedcurrent executive officer is paid a salary pursuant tohas an employment agreement with the Company. For information regarding determination of base salaries, see the Compensation Discussion and Analysis section of this proxy statement. The Company has entered into an Executive Employment Agreement with each of its executive officers. None of the agreements has a specified term of years. Under the terms of each Agreement, the Company will employ the executive as an officer of the Companyproviding for employment for an indefinite period of time until termination of employment. Each executive officer receives a base salary that will be reviewed 47 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) annually and is eligible to participate in any of the Company’s bonus programs designated by the Compensation Committee. Each executive officer’s employmentEmployment terminates automatically in the event of death, and the Company may terminate the executive’s employment for cause or for disability if he or she is no longer able to perform the essential functions of the position, or for cause. Please see the Potential Payments Upon Termination or Change-in-Control section of this proxy statement for detailed information regarding payments to executive officers upon termination of employment for any reason.position. Non-Equity Incentive Plan AwardsAwards.. As discussed in detail beginning on page 36, for fiscal 2015, For 2019, each named executive officer other than Mr. Eidson was granted the opportunity to earn cash incentive compensation on an annual basis, and a long-term incentive award coveringto be earned based on performance over three fiscal years. The awards were grantedyears under the Company’s shareholder-approved Executive Cash Incentive Plan of 2015.Plan. Mr. Eidson’s incentive compensation arrangements are set forth in his employment agreement. The Executive Plan is a non-equity incentive compensation plan that is designed to motivate executive officers and other participants who are in a positionpositioned to make substantial contributions toward the achievement of goals established under the plan. The plan’s objectives include: motivating participants to achieve SpartanNash’s annual financial and business objectives; providing a competitive incentive compensation opportunity; and creating linkage between participant contribution and SpartanNash’s business and financial objectives. The Executive Plan permits incentive compensation paid under the plan to be deductible under the Internal Revenue Code. Under the terms of the Executive Plan, the Compensation Committee may use only objective measures of financial performance specified in the Plan itself (or approved by the Company’s shareholders at a later date), and it must specify the relationship between the level of the cash incentive award and the performance measure. Payment of cash incentive awards under the Executive Plan is entirely contingent on the achievement of specified objective measures of performance. Restricted StockStock.. All shares of restricted stock were awarded to the named executive officers pursuant to the Stock Incentive Plan of 2005.2015. Awards under SpartanNash’s equity compensation plans are designed to: align executive and shareholder interests; reward executives and other key associates for building shareholder value; and encourage long-term investment in SpartanNash. Prior to making any equity awards, the Compensation Committee considers share usage under all of the Company’s equity compensation plans, dilution of shareholders, and each executive’s current ownership of the Company’s stock. Equity incentive awards have several key advantages over cash compensation, including promoting executive retention through the use of vesting periods and aligning executive and shareholder interests by giving executives an ownership stake in the Company. The shares of restricted stock granted to the named executive officers in February 20152019 vest in four equal yearly increments on March 1, 2016, 2017, 2018, and 2019.increments. If the employment of an executive 48 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) officer is terminated for any reason other than death, disability, or retirement, then all unvested shares of restricted stock are forfeited unless the Compensation Committee exercises its discretion to waive any remaining restrictions. If an executive officer dies or becomes disabled then all outstanding shares of restricted stock will vest automatically. In the event of retirement, the outstanding shares will continue to vest, provided that the executive continues to comply with the noncompetition covenants applicable to the award. If a change in control (as defined in the Incentive Plan) occurs, then all unvested shares of restricted stock will automatically vest. For information regarding accelerated vesting of restricted stock upon termination or a change-in-control of the Company, please see the section entitled “Potential Payments Upon Termination or Change-in-Control.” Phantom Units. DividendsPursuant to his employment agreement with the Company, Mr. Eidson was awarded an instrument that delivered the same connectivity to shareholder interests as stock provides without the dilutive impact.  Mr. Eidson was awarded an initial “phantom units” opportunity as well as the opportunity to earn additional phantom units every three months. The value of this opportunity is set as the economic equivalent of one share of SpartanNash common stock and may only be settled in cash. The maximum grant date fair value (determined in accordance with ASC 718) for the awards is $430,000 for each three month period. If Mr. Eidson’s employment terminates during a three-month period, he is eligible to receive a pro-rated portion. The phantom units will vest and become payable in cash on the earliest to occur of (a) August 8, 2020, (b) 30 days following the commencement date of a new chief executive officer, or (c) termination by the Company without cause or for death or disability, or by Mr. Eidson for “good reason.” The phantom units awarded to Mr. Eidson pay cash dividends to the same extent as a corresponding number of shares of SpartanNash common stock. 50 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) Dividends.. Executives receive any dividends paid on vested and unvested restricted shares at the rate dividends are paid on common stock. Beginning in 2020, the Board of Directors expects that cash dividends will not be paid on unvested equity awards, but participants may have an opportunity to earn dividend equivalents that vest at the same time as the underlying shares. Holding PeriodPeriod.. The shares of restricted stock awarded to the named executive officers are subject to forfeiture if not held until the restrictions applicable to the shares have elapsed. While the shares of restricted stock once vested are not subject to an express holding period once vested, each named executive officer must comply with the Company’s stock ownership guidelines discussed on page 43. Until45. Stock In Lieu of Cash Incentive Payment. In 2019 the specified levelCompensation Committee authorized a sub-plan under the Stock Incentive Plan of ownership is achieved, executives are required to hold at least 50% of all restricted stock granted to them. Stock Bonus Plan. SpartanNash’s named executive officers and certain other key2015 under which associates may elect to receive all or a portion of anytheir earned annual cash incentive award they may receivepayment in the form of SpartanNash common stock pursuantCommon Stock. This sub-plan was designed to substantially replicate the Company’s expired 2001 Stock Bonus Plan. Under the Plan, participants may elect to receive up to 100% of their annual cash incentive award in the form of SpartanNash stock. Associates who make such an election receiveelected to participate received SpartanNash common stock having a value equal to the portion of the annual cash incentive award designated by the associate, plus an additional grant of shares having a value of up to 30%20% of the portion of the participant’s annual cash incentive award that he or she elected to receive in stock. All shares issued under the Stock Bonus Planelection amount. Shares are subject to a holding period of at least twelve months. The Compensation Committee has determined that for incentive award opportunities granted in 2016, participants will receive additional shares having a value of 20% of the elected cash bonus amount, and the minimum holding period will be 24 months. Pension Benefits and Non-Qualified Deferred CompensationCompensation.. For information on pension benefits and non-qualified deferred compensation, please see the tables and accompanying narrative below. All Other Compensation. The amounts reported under “All Other Compensation” include dividends paid on unvested restricted stock awards (which are paid at the same rate as dividends paid on the Company’s common stock), matching payments for contributions to the Company’s qualified and non-qualified retirement plans. “All Other Compensation” also includes the dollar value of premiums paid by the Company for group term life insurance for the named executive officers. The Company pays group term life insurance premiums for all of its associates. 49 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table provides information concerning unexercised options and restricted stock awards that have not vested for each named executive officer outstanding as of January 2, 2016:December 28, 2019.     Stock Awards   Name   Number of Shares or Units  that have not Vested(2)       Market Value of Shares or Units  that have not Vested(1)   Dennis Eidson     55,260     $   780,271   David M. Staples     152,711         2,156,279   Mark Shamber     29,887         422,004   Kathleen M. Mahoney     37,583         530,672   Yvonne Trupiano     17,294         244,191   Lori Raya     13,172         185,989     Name   Option Awards     Stock Awards     Number of Securities Underlying Unexercised Options (#) Exercisable(1)     Number of Securities Underlying Unexercised Options (#) Unexercisable(3)     Option Exercise Price ($)     Option Expiration Date     Number of Shares or Units of Stock That Have Not Vested(3) (#)     Market Value of Shares or Units of Stock That Have Not Vested ($)(2)    Dennis Eidson     37,400        —        13.87        5/15/19        112,137        2,426,645        11,200        —        23.04        10/15/18            34,300        —        22.69        5/16/18            1,020        —        22.50        10/17/17            10,600        —        28.28        5/18/17         David Staples     13,800        —        13.87        5/15/19        33,673        728,684        21,000        —        22.69        5/16/18            7,500        —        28.28        5/18/17         Derek Jones     —        —        —        —        37,602        813,707     Theodore Adornato     13,300        —        22.69        5/16/18        19,552        423,105        4,900        —        28.28        5/18/17         Kathleen Mahoney     —        —        —        —        12,830        277,641    (1)(1) All exercisable options are fully vested. (2) The market value reflected in this column is based on a closing market price of $21.64$14.12 on December 31, 201527, 2019 (the last trading day of fiscal 2015)2019) as reported by the Nasdaq Global Select Market. (3)(2) The following table sets forth the vesting dates for unvested restricted stock awards to each named executive officer as of January 2, 2016. All option awards are fully vested.December 28, 2019. VESTING SCHEDULE FOR SHARES OF RESTRICTED STOCK (#)Vesting Schedule for Shares of Restricted Stock and Phantom Units   Vesting Date   Dennis Eidson     David Staples     Derek Jones     Theodore Adornato     Kathleen Mahoney    2/1/16     11,052        3,039        1,934        1,934        1,934     3/1/16     11,153        3,625        2,087        1,757        1,757     5/1/16     11,367        3,240        2,166        2,166        —     5/1/16     11,501        3,408        2,278        2,278        —     2/1/17     11,052        3,039        1,934        1,934        1,934     3/1/17     11,153        3,625        2,087        1,757        1,757     5/1/17     11,501        3,408        2,278        2,278        —     2/1/18     11,052        3,039        1,934        1,934        1,934     3/1/18     11,153        3,625        2,087        1,757        1,757     3/1/19     11,153        3,625        2,087        1,757        1,757     3/1/20     —        —        16,730        —        —    Vesting Date   Dennis Eidson     David M. Staples     Mark Shamber     Kathleen M. Mahoney     Yvonne Trupiano     Lori Raya   3/1/20     25,380       42,083       8,590       10,491       5,226       3,293   4/1/20     11,613       3,780       —       1,722       —       —   5/23/20     —       3,307       —       —       —       —   6/1/20     —       —       —       839       —       —   8/12/20(1)     132,102       —       —       —       —       —   10/3/20     —       —       —       —       612       —   3/1/21     18,267       42,083       8,590       10,491       5,226       3,293   5/23/21     —       3,307       —       —       —       —   6/1/21     —       —       —       839       —       —   3/1/22     —       38,393       8,590       8,986       4,241       3,293   3/1/23     —       19,758       4,117       4,215       1,989       3,293   (1) This vesting represents the latest possible vesting date for Mr. Eidson’s phantom units. However, these may vest sooner in connection with a qualifying termination.   51 50 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d)   OPTION EXERCISES AND STOCK VESTED The following table provides information concerning each exercise of stock options and each vesting of restricted stock during the last completed fiscal year for each of the named executive officers on an aggregated basis. No stock options were exercised in 2019 or outstanding at fiscal year end for any of the named executive officers.       Option Awards     Stock Awards   Name   Number of Shares Acquired on Exercise (#)     Value Realized on Exercise ($)(1)     Number of Shares Acquired on Vesting (#)     Value Realized on Vesting ($)(2)    Dennis Eidson     12,000        183,240        53,311        1,587,122     David Staples     9,000        137,430        15,490        462,024     Derek Jones     27,000        219,785        10,252        306,181     Theodore Adornato     16,800        235,600        10,252        306,181     Kathleen Mahoney     —        —        1,934        49,820        Stock Awards   Name   Number of Shares Acquired on Vesting       Value Realized on Vesting(1)   Dennis Eidson     41,033     $   731,448   David M. Staples     33,037         583,109   Mark Shamber     4,473         82,482   Kathleen M. Mahoney     10,594         185,828   Yvonne Trupiano     8,139         115,205   Lori Raya     —         —   (1)(1) The dollar values reported in this column are calculated by multiplying the number of shares acquired on exercise by the “spread” between the closing price of SpartanNash common stock on the date of the exercise and the exercise price of the option. (2) The dollar values reported in this column are calculated using the closing price of the stock on the date of vesting, or if the vesting date is not a day on which Nasdaq is open for trading, then the closing price on the most recent preceding trading day. PENSION BENEFITS Messrs. Eidson,Mr. Staples Jones, and Adornato participateparticipated in the now-terminated Spartan Stores Cash Balance Pension Plan, a qualified pension plan. The Cash Balance Pension Plan was frozen in 2011 and additional service creditsterminated in 2018, with plan assets distributed in 2019. The Supplemental Executive Retirement Plan (“SERP”) is a non-qualified plan designed to provide officers with the benefits that they are no longer added to each Associate’s account. The participants inotherwise denied under the Cash Balance Pension Plan will continuedue to accrue intereststatutory limits. SERP participants stopped accruing basic credits at the end of each month until the cash balance is paid out. The interest rate used for this purpose is the average of the 10-year Treasury interest rate over the 12 months ending in November of the prior calendar year, or 2.05%, whichever is greater. Upon termination of employment, a participant will be entitled to his or her vested accrued benefit. 51 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) The table below summarizes the pension benefits for the named executive officers that participate inwhen the Cash Balance Pension Plan was frozen. The SERP has not been terminated and participants may continue to accrue interest credits.  Benefits under the Supplemental Executive Retirement Plan (“SERP”).SERP are paid from SpartanNash’s general assets. There is no separate trust that has been established to fund benefits. Pension Benefits   Name Name Plan Name Number of Years Credited Service (#) Present Value of Accumulated Benefit ($)(1)(2)(3) Payments During Last Fiscal Year  Dennis EidsonDavid M. Staples SpartanNash Cash BalanceCompany Pension Plan Supplemental Executive Retirement Plan   12.75 12.7519.36 19.36   $ − 114,599   52,187 107,984$  David Staples SpartanNash Cash Balance Pension Plan104,731 Supplemental Executive Retirement Plan 15.75 15.75 97,142 105,127  Derek Jones SpartanNash Cash Balance Pension Plan Supplemental Executive Retirement Plan 8.00 8.00 21,156 15,159  Theodore Adornato SpartanNash Cash Balance Pension Plan Supplemental Executive Retirement Plan 11.00 11.00 42,986 38,230 −   (1) Represents the actuarial present value of the named executive officer’s accumulated benefit under the plan, computed as of the same pension plan measurement date used for financial statement reporting purposes (January 2, 2016)(December 28, 2019). For more information, see Note 10,11, Associate Retirement Plans,, to the audited financial statements of SpartanNash contained in the Company’s Report on Form 10-K for the period ended January 2, 2016.December 28, 2019. (2) None of our named executive officers received a distribution from any pension plan during fiscal 2015. (3) The Cash Balance Pension Plan wasand Supplemental Executive Retirement Plans were frozen effective January 1, 2011. The Pension Plan was terminated July 31, 2018, and distribution of assets to participants was completed in 2019. Even though participants in the Supplemental Executive Retirement Plan may continue to accrue years of credited service, the additional years do not increase the value of the accumulated benefit, but increased service years affect the distribution payment options at termination. These changes are also effective for the Supplemental Executive Retirement Plan, which mirrors the Cash Balance Pension Plan (as discussed below), except that distribution options under the Supplemental Executive Retirement Plan are different. Qualified Defined Contribution Retirement Plan The Company maintains the Savings Plus Plan, a qualified 401(k) defined contribution retirement plan that is generally open to all of the Company’s non-union associates. Our named executive officers are eligible to participate in the Savings Plus Plan, subject to wage and contribution limits imposed by the Internal Revenue Code. TheBeginning in 2019, the Savings Plus Plan allows for 50%100% matching contributions by the Company up to 6%on the first 3% of salary and 50% matching contributions on the next 2% of salary. Matching contributions made prior to 2019 are subject to a vesting schedule for associates with less than five years of service. The Savings Plus Plan also includes a discretionary profit-sharing contribution for eligible participants. The profit-sharing contribution is targeted at 1.5% of eligible compensation annually, subject to fiscal year end results. TheCompany did not make any profit sharing contribution for fiscal 2014 was 1.6%, which was contributed to participants’ accounts in March 2015.2019.   52 52 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d)   NON-QUALIFIED DEFERREDDEFERRED COMPENSATION SpartanNash maintains two nonqualifiednon-qualified deferred compensation plans: the SERP, which provides nonqualified deferred compensation benefits to SpartanNash’s officers, and the Supplemental Executive Savings Plan (“SESP”), which is a nonqualifiednon-qualified deferred compensation plan for SpartanNash’s officers and director-level associates. The purpose ofcertain other associates, and the SERP, iswhich provides non-qualified deferred compensation benefits to provide officers with the benefits that they are otherwise denied under the Cash Balance Pension Plan due to the annual dollar limit on compensation and other limitations of the Internal Revenue Code, which are referred to collectively as the “statutory limits.” Accordingly, each officer’s benefit under theSpartanNash’s officers. The SERP is equal to the officer’s benefit that would have accrueddiscussed above under the Pension Plan but for the operation of the statutory limits, minus the accrued benefit actually payable to the officer under the Pension Plan calculated in accordance with the statutory limits. The suspension of basic credits under the Cash Balance Pension Plan (as described above) has a corresponding impact on the SERP (i.e., SERP participants will no longer accrue basic credits under the SERP, but may accrue interest credits). Benefits under the SERP are paid from SpartanNash’s general assets. There is no separate trust that has been established to fund benefits.“Pension Benefits.” The purpose of the SESP is to provide officers with the benefits that they are otherwise denied under the Company’s qualified savings plan, the Savings Plus Plan, due to statutorythe annual dollar limit on compensation and other limitations of the Internal Revenue Code, which are referred to collectively as the “statutory limits.” Participants in the SESP may defer up to 50% of base salary and up to 100% of any bonuses under the plan. This opportunity is in addition to a participant’s savings opportunity under the Savings Plus Plan (subject to statutory limits). Participants in the SESP are entitled to a Company-matching contribution that mirrors the 50% matching contribution by the Company up to 6%5% of salary under the Savings Plus Plan, except the statutory limits do not apply. SESP participants are entitled to a profit sharing contribution that mirrors the Company’s discretionary profit-sharing contribution in the Savings Plus Plan, as described above under caption “Qualified defined contribution retirement plan,” but only to the extent that statutory limits prevent such participants from receiving the match under the Savings Plus Plan. The SESP provides participants with various investment alternatives, consisting primarily of mutual funds. The investments are only hypothetical investments, also referred to as phantom investments. The investment results for a participant are determined as if the contributions had actually been invested in the selected investment fund during the relevant time period. 53 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) The following table provides certain information regarding participation of the named executive officers in our non-qualified deferred compensation plans. NON-QUALIFIED DEFERRED COMPENSATION   Name   Executive Contributions In Last FY(1) ($)     Registrant Contributions In Last FY ($)     Aggregate Earnings In Last FY ($)     Aggregate Withdrawals/ Distributions ($)     Aggregate Balance At Last FYE(2) ($)    Dennis Eidson     83,126        74,332        8,180        —        1,061,012     David Staples     73,850        37,123        (6,756 )      —        768,209     Derek Jones     34,108        14,978        2,167        —        198,647     Theodore Adornato     20,638        19,087        1,257        —        372,537     Kathleen Mahoney     —        —        —        —        —    Name   Executive Contributions In Last FY(1)       Registrant Contributions In Last FY       Aggregate Earnings In Last FY       Aggregate Withdrawals/ Distributions       Aggregate Balance At Last FYE(2)   Dennis Eidson $   —     $   —     $   —     $   —     $   —   David M. Staples     45,866         2,069         84,852         —         1,369,071   Mark Shamber     —         2,069         257         —         2,325   Kathleen M. Mahoney     34,454         12,917         27,449         —         194,972   Yvonne Trupiano     24,000         10,230         10,143         —         76,240   Lori Raya     —         —         —         —         —     (1) All of the amounts in this column are also reported as either “Salary” or “Non-Equity Incentive Plan Awards” in the Summary Compensation Table of this proxy statement. (2) The aggregate balance at last fiscal year-end shown in this column includes Company contributions in prior years which were reported as “All Other Compensation” on the Summary Compensation Table for the applicable year. Company contributions in prior years that have previously been reported for each named executive officer are as follows: $214,995$295,578 for Mr. Eidson,Staples, $42,238 for Ms. Mahoney, and $106,736$10,333 for Mr. Staples.Ms. Trupiano. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL All Named Executive Officers The following discussion applies to the Company’s named executive officers. SpartanNash has entered into an employment agreement and severance agreement with each of its named executive officers. The employment agreements and severance agreements are summarized below. Executive Employment Agreements Each of SpartanNash’s executive officers other than Mr. Eidson has an employment agreement with SpartanNash providing that if the officer’s employment is terminated by SpartanNash other than due to death, disability or cause (as defined in the employment agreement), or if the employment is terminated by the officer for good reason (as defined in the employment agreement), the officer will receive the payments and benefits described and quantified in the table on page 56. Each named executive officer’sbelow. Mr. Eidson’s employment agreement requires that the officerdoes not provide for any severance pay. Officers who are eligible for severance pay must meet certain conditions to be eligible for severance pay,receive the payments, including execution of a release of certain employment-related claims and compliance with the post-employment confidentiality and non-competition provisions of the employment agreement. Executives will not receive severance payments or benefits under the Executive Employment Agreements if they receive any payments or benefits under the Executive Severance Agreements, which are described below.   53 54 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d)   Executive Severance Agreements Each of SpartanNash’s named executive officersofficer other than Mr. Eidson has entered into an executive severance agreementExecutive Severance Agreement with SpartanNash. Under these agreements,the Company. The Executive Severance Agreements provide that if the officer’s employment with SpartanNash terminates for reasons other than a nonqualifying termination (as described below) during the two-year period following a change in control (as described below) of SpartanNash, then the officer will receive the payments and benefits described and quantified in the table on page 58. For the Company’s namedbelow. The agreements with current executive officers other than Ms. Mahoney, the executive is required to accept up to a 10% reduction of severance benefits to avoid imposition of any excise tax imputed under the Internal Revenue Code. Ms. Mahoney’s agreement containsinclude a “best net” provision, providing that severance benefits will be reduced to avoid any excise taxes, or paid in full subject to Ms. Mahoneythe executive paying the applicable excise taxes, whichever results in the higher payment to the executive on an after-tax basis. In no event will the Company pay or reimburse any excise taxes relating to Ms. Mahoney’s agreement. SpartanNash will not provide benefits under the executive severance agreements in the event of a “nonqualifying termination.” A nonqualifying termination is defined in the agreements as any of the following: termination by SpartanNash for cause, termination by the officer (with notice to the Company) for any reason other than for good reason (as defined in the executive severance agreement), retirement of the officer, and death or disability of the officer. The term “change in control” is defined in the executive severance agreements generally as (1) the acquisition by any person or group of 20% or more of the outstanding common stock or voting power of SpartanNash, (2) the majority of the Board of Directors being comprised of persons other than the current members of the Board of Directors or their successors whose nominations were approved by at least two-thirds of the Board of Directors, or (3) the effective time of certain mergers, reorganizations, plans of dissolution or sales of substantially all of SpartanNash’s assets. The Company believes that the Executive Employment Agreements and Executive Severance Agreements help retain our executives and keep them focused on implementing our strategic plan during a time of increased competition, consolidation, and uncertainty in our industry. The agreements benefit the Company by enabling executives to remain focused on the business of the Company in uncertain times without the distraction of potential job loss. The executive severance agreements are even more important in the context of a change in control as we believe they will motivate and encourage each executive to be receptive to potential strategic transactions that are in the best interest of shareholders, even if the executive faces potential job loss, which would otherwise result in losing the opportunity to vest in equity awards, which comprise a significant portion of each executive’s compensation. We believe this benefits the Company and the potential acquirer because it enables the Company to retain and motivate the executive during the time preceding a potential change in control. 55 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) The following table summarizes the potential payments and benefits payable to each named executive officer upon termination for the reasons set forth below, assumingbelow. For executives other than Mr. Staples, the disclosure assumes that the triggering event took place on January 2, 2016December 28, 2019 (and that no change in control took place before the triggering event):. Mr. Staples’ employment terminated on August 9, 2019. The table below sets forth the payments actually made to him in connection with his separation. POTENTIAL PAYMENTS UPON TERMINATION NOT IN CONNECTION 54 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATIONWITH A CHANGE IN CONTROL (cont’d)        Dennis Eidson     David Staples     Derek Jones     Theodore Adornato     Kathleen Mahoney   Termination Other than for Retirement, Death, Disability or Cause(1)(2)    Lump-Sum Salary Payment(3)   $ 900,000      $ 600,000      $ 430,000      $ 371,000      $ 415,000    Health Coverage Reimbursement (COBRA)(4)   $ 13,351      $ 19,048      $ 19,048      $ 6,239      $ 6,164    Outplacement Assistance   $ 10,000      $ 10,000      $ 10,000      $ 10,000      $ 10,000    TOTAL   $ 923,351      $ 629,048      $ 459,048      $ 387,239      $ 431,164    Retirement(5)(6)(7)    Restricted Stock Vesting(8)   $ 2,426,645      $ 728,684      $ 813,707      $ 423,105      $ 277,641    Annual Cash Incentive Award(9)   $ 945,850      $ 456,768      $ 271,929      $ 181,643      $ 210,937    Long-Term Cash Incentive Award(10)(11)   $ 1,984,470      $ 579,048      $ 372,870      $ 365,460      $ 172,031    TOTAL   $ 5,356,965      $ 1,764,500      $ 1,458,506      $ 970,208      $ 660,609    Death or Disability           Restricted Stock Vesting(8)   $ 2,426,645      $ 728,684      $ 813,707      $ 423,105      $ 277,641    Annual Cash Incentive Award(9)   $ 945,850      $ 456,768      $ 271,929      $ 181,643      $ 210,937    Long-Term Cash Incentive Award(10)(11)   $ 2,131,448      $ 626,816      $ 400,367      $ 388,609      $ 195,180    TOTAL   $ 5,503,943      $ 1,812,268      $ 1,486,003      $ 993,357      $ 683,758    Potential Payments Upon Termination Not in Connection With a Change in Control       Dennis Eidson       David M. Staples(1)       Mark Shamber       Kathleen M. Mahoney       Yvonne Trupiano       Lori Raya   Termination Other than for    Death, Disability or Cause(2)(3)                                                           Lump-Sum Salary Payment(4) $   —     $   897,150     $   460,000     $   460,000     $   400,000     $   400,000   Health Coverage Reimbursement (COBRA)(5)     —         14,629         18,997         5,655         18,997         6,608   Outplacement Assistance     —         —         10,000         10,000         10,000         10,000   Restricted Stock Vesting(6)     —         2,156,279         —         530,672         —         —   Annual Cash Incentive Award(7)     —         115,077         —         121,440         —         —   Long-Term Cash Incentive Award(8)     —         —         —         —         —         —   TOTAL $   —     $   3,183,135     $   488,997     $   1,127,767     $   428,997     $   416,608   Death or Disability                                                           Restricted Stock Vesting(6)     780,271         —         422,004         530,672         244,191         185,989   Phantom Units     2,134,610         —         —         —         —         —   Quarterly Cash Incentive Program     307,692         —         —         —         —         —   Annual Cash Incentive Award(7)     —         —         152,950         121,440         114,000         98,654   Long-Term Cash Incentive Award(9)     —         —         304,167         320,000         151,000         83,333   TOTAL $   3,222,573     $   —     $   879,121     $   972,112     $   509,191     $   367,976   (1) Mr. Staples separated August 9, 2019. Amounts shown for Mr. Staples represent actual payments in connection with his termination. Mr. Staples was retirement eligible. (2) Under the Employment Agreements, with each named executive officer, the Company will provide severance payments and benefits only if the named executive officer is terminated by the Company at will (i.e.(i.e., not for death, disability, or “cause” as defined in the agreements), or if the executive terminates the employment for “good reason,” as defined in the Employment Agreements. (2)(3) Any named executive officer who is terminated for cause (as defined in the Employment Agreements) will receive only salary and benefits accrued as of the date of termination. (3)(4) The Employment Agreement with each named executive officer requires lump-sum payment of an amount equal to the executive’s salary for a period of fifty-two weeks following the week in which the employment terminates. (4)(5) The amounts would be paid as reimbursement by the Company to the executive for the COBRA continuation coverage premium necessary to continue the named executive officer’s then-current health, dental, vision, and prescription drug coverage (for the executive and any dependents) for a period of 52 weeks following termination. (5)( Under the terms of the Executive Plan and the Company’s equity incentive plans, an associate is eligible for retirement after attaining age 65, or age 55 if the associate has 10 years of service. Mr. Eidson, Ms. Mahoney, and Mr. Adornato are eligible for retirement status. None of the other named executive officers are eligible for retirement, and would therefore not receive the payments set forth under the caption “Retirement.” For those officers, the amounts set forth under “Retirement” are provided solely for the purpose of illustrating the payments that would be made if the named executive officers were eligible for retirement as of January 2, 2016. 56 SpartanNash Company Proxy Statement6 EXECUTIVE COMPENSATION (cont’d)) (6) The named executive officers will receive benefits under the SERP and Cash Balance Pension Plan as described in the “Pension Benefits” and “Non-Qualified Deferred Compensation” sections of this proxy statement. (7) Under the terms of each stock option grant to our named executive officers, a participant that retires as an associate of the Company may exercise any options granted under the Plan according to their terms during the remaining term of the options. If a participant dies or becomes disabled, then any options that are not exercisable at the time of the death or disability are forfeited. As of the date of this proxy statement, all outstanding options are fully vested and exercisable. (8) Under the terms of the Company’s stock incentive plans, if a Plan participant becomes disabled or dies, then the participant will receive a pro-rata portion of any unvested restricted stock, but the plans also permit the Compensation Committee, in its sole discretion, to waive any restrictions remaining on any remaining shares of restricted stock before or after the death, retirement, or disability of the participant. Pursuant to its discretionary authority, the Compensation Committee has included in the terms and conditions of each grant of restricted stock to the named executive officers a provision for the automatic vesting of restricted stock upon the death or disability of the named executive officer. (9) Under the terms of eachthe Executive Plan and the Company’s equity incentive plans, an associate is eligible for retirement after attaining age 65, or age 55 if the associate has 10 years of service. Ms. Mahoney is eligible for retirement status. The other named executive officer’s annual cash incentive award, inofficers are not eligible for retirement. (7) In the event of retirement, death, or disability before the completion of the performance period, the named executive officer will earn a pro-rata portion of the award based on the number of weeks of employment during the performance period. Each named executive officer’sAny earned amount of the annual cash incentive award was earned as of the end of Fiscal 20152019 (the date of the assumed triggering event) and is included in the Non-Equity Incentive Compensation reported in the Summary Compensation Table. Ms. Mahoney is eligible for retirement status. The other named executive officers are not eligible for retirement. (10)(8) Under the terms set forth in the letter agreement governing each named executive officer’s long-term cash incentive award under the Executive Plan, ifIf a named executive officer retires during the performance period, then the payout, if any, will be the amount the officer would have earned had he or she remained employed with the Company for the full performance and vesting period based on actual performance results, paid on a pro-rated basis according to the length of employment during the performance period. If an officer retires after the performance period but before the vesting date, the earned portion of the award, if any, will be paid in full. The amounts reported in the table are based on projected performance for fiscal 20162020 and 2017.2021. (11)(9) Under the terms set forth in the letter agreement governing each named executive officer’s long-term cash incentive award under the Executive Plan, ifIf a named executive officer dies or becomes disabled with 12 months or more remaining in the performance period, the target bonus will be paid on a pro-rata basis based on the length of employment during the performance period. If an officer dies or becomes disabled with less than 12 months remaining in the performance period, the payout, if any, will be paid based on actual performance results on a pro-rata basis based on the length of employment during the performance period. If an officer dies or becomes disabled after the performance period, any earned portion of the award will be paid. The amounts reported in the table are based on projected performance for Fiscal 2016fiscal 2020 and 2017.2021.   55 57 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d)   The following table summarizes the potential payments and benefits payable to each of SpartanNash’s named executive officers upon termination after a change of control of the Company, assuming that the change in control and termination took place on January 2, 2016. POTENTIAL PAYMENTS UPON TERMINATION IN CONNECTIONDecember 28, 2019. WITH A CHANGE IN CONTROLPotential Payments Upon Termination in Connection With a Change in Control        Dennis Eidson     David Staples     Derek Jones     Theodore Adornato     Kathleen Mahoney   Lump Sum Payment(1)   $ 3,780,000      $ 2,160,000      $ 1,462,000      $ 1,150,100      $ 1,286,500    Long-Term Cash Incentive Award(2)   $ 2,310,149      $ 675,958      $ 431,640      $ 419,882      $ 226,452    Acceleration of Options(3)     —        —        —        —        —    Acceleration of Restricted Stock(3)   $ 2,426,645      $ 728,684      $ 813,707      $ 423,105      $ 277,641    Cash Balance Pension Plan Benefit and SERP Benefit(4)   $ 6,765      $ 8,543      $ 1,534      $ 3,430        N/A    Continued Benefits(5)   $ 59,332      $ 84,652      $ 84,652      $ 28,539      $ 28,197    Outplacement Services(6)   $ 25,000      $ 25,000      $ 25,000      $ 25,000      $ 25,000    Adjustment to Avoid Tax Gross-Up(7)     —        —        —        —        —    Excise Tax Gross-Up(7)(8)     —        —        —        —        N/A    TOTAL   $ 8,607,891      $ 3,682,837      $ 2,818,533      $ 2,050,056      $ 1,843,790        Dennis Eidson       Mark Shamber       Kathleen M. Mahoney       Yvonne Trupiano       Lori Raya   Lump Sum Payment(1) $   —     $   1,716,949     $   1,593,439         1,394,000     $   1,314,039   Long-Term Cash Incentive Award(2)     —         304,167         320,000         151,000         83,333   Acceleration of Restricted Stock(3)     780,271         422,004         530,672         244,191         185,989   Continued Benefits(4)     —         91,016         47,364         87,279         40,290   Outplacement Services(5)     —         25,000         25,000         25,000         25,000   Adjustment to Avoid Excise Tax(6)(7)     —         —         —         (196,384 )       —   TOTAL $   780,271     $   2,559,136     $   2,516,475         1,705,086     $   1,648,651     (1) Under the Executive Severance Agreements, eachthe officer is entitled to receive a lump sum payment equal to the sum of: (a) the executive’s unpaid base salary through the date of termination, (b) any unpaid annual incentive awards that have been earned and become payable, (c) a pro-rata portion of the executive’s target bonus under the Incentive Plan for the year of termination, and (d) an amount equal to twice the sum of: (i) the higher of the executive’s annual base salary rate as of the date of termination and base salary on the date before the change in control; and (ii) the higher of the executive’s current year target bonus under the Incentive Plan (with such calculations to be made as though the target level has been achieved) and the current-year forecasted bonus under the Incentive Plan as of the Date of Termination. If the Board of Directors has not established a target bonus under the Incentive Plan for the current year at the time of the change in control, then the previous year’s target bonus will be used to determine the amounts described above in clauses (c) and (d)(ii). (2) Under the terms set forth in the letter agreement governing each named executive officer’s long-term cash incentive award, upon a change in control of the Company during the performance period, eachthe officer will earn a long-term cash incentive award equal to the greater of the target amount or the projected earned amount of the award based on the Company’s performance as of the date of the change in control, to be paid on a pro-rata basis for the length of employment during the performance period prior to the change in control. If a change in control follows the performance period, any earned but unvested portion of the award will be payable in full upon the earliest to occur of the termination of the officer’s employment for any reason, the applicable vesting date, or the date that is the 15th day of the third month following the change in control. The amounts reported in the table reflect projected performance for Fiscal 2016fiscal 2019 and 2017.2020. (3) Upon a change in control, eachthe officer’s unvested stock options will vest and unvested shares of restricted stock will vest. Because all options held by the named executive officers were fully vested as of January 2, 2016, no options would be accelerated. (4)(4) For each named executive officer other than Ms. Mahoney, the Executive Severance Agreement calls for a lump sum payment equal to: (a) the difference between the officer’s SpartanNash Cash Balance Pension Plan account balance on the date of termination and the amount he or she would have been entitled to receive under the SpartanNash Cash Balance Pension Plan, assuming the officer was fully vested under the Plan and had continued employment and years of service coverage for 24 additional months; and (b) the difference between the named executive officer’s SERP account balance as of the date of employment termination and the account balance if the executive remained employed for 24 additional months. Ms. Mahoney does not participate in the Cash Balance Pension Plan or the SERP. 58 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) (5) Under the Executive Severance Agreements, each named executive officer will receive reimbursement for the following benefits (a) for 24 months, all health, dental, vision and prescription drug benefits for the officer and his or her family; (b) for 12 months, tax and financial planning benefits; and (c) for 24 months, Company funded life insurance coverage. The reimbursement amount also includes an amount necessary to eliminate the income tax cost to the named executive officer resulting from any conversion of such benefits from non-taxable employee benefits to taxable reimbursements. (6)(5) Under the Executive Severance Agreement, eachthe named executive officer is entitled to outplacement assistance in an amount not to exceed $25,000. (7)(6) Upon a change in control, associates may be subject to certain excise taxes under Section 280G of the Internal Revenue Code. For the named executive officers other than Ms. Mahoney, the Executive Severance Agreements require the Company to reimburse the executive for those excise taxes as well as any income and excise taxes payable by the executive as a result of any reimbursements for the 280G excise taxes (the “Excise Tax Gross-Up”), except that such executives will be required to accept up a reduction of up to 10% of severance benefits to avoid imposition of any excise tax imputed pursuant to IRC Sections 280G and 4999. Ms. Mahoney’s agreement containsThe agreements generally contain a “best net” provision, providing that severance benefits will be reduced to avoid any excise taxes, or paid in full subject to the executive paying the applicable excise taxes, whichever results in the higher payment to the executive on an after-tax basis. As shown in the table, if any of the named executive officers had been terminated upon a change in control on January 2, 2016, then no excise taxes would have been payable, and no reduction in benefits would have been required to avoid any excise taxes. (8)(7) The calculations used to determine potential excise tax liability under Section 280G are based on an excise tax rate of 20%, a 40.78%37% effective federal income tax rate, a 2.35% Medicare tax rate and applicable state income tax rates.   56 59 SpartanNash Company Proxy Statement EXECUTIVE COMPENSATION (cont’d) PAY RATIO DISCLOSURE Our Chief Executive Officer to median employee pay ratio is calculated in accordance with SEC rules. We identified our median employee as of December 30, 2017 by using total cash compensation as our consistently applied cash compensation measure. Our employee population and compensation programs have not changed significantly since 2017. Therefore, as permitted by SEC rules, we used the same employee to determine our pay ratio disclosure for 2019. We calculated annual total compensation for such employee using the same methodology we use for our named executive officers as set forth in the 2019 Summary Compensation Table in this proxy statement. The amount calculated in this manner was $32,283. Our Interim Chief Executive Officer’s total compensation, as reported in the Summary Compensation Table was $3,247,036. Our 2019 Chief Executive Officer to median employee pay ratio is 101:1. 57 SpartanNash Company Proxy Statement COMPENSATION OF DIRECTORS The Compensation Committee coordinates with the NominatingNominating and Corporate Governance Committee to evaluateevaluates whether the Company’s non-employee directors are fairly compensated for their services to the Company. Employee directors do not receive compensation for service as a director. In making director compensation decisions, the Compensation Committee is guided by three basic principles: compensation should fairly pay directors for services expected of a director of a company of similar size and scope to the Company; compensation should align directors’ interests with the long-term interests of shareholders; and the structure of the compensation should be transparent and easy for shareholders to understand. The Compensation Committee conducts periodic reviews of non-employee director compensation with these guiding principles in mind. The Committee also reviews compensation survey data for retail companies and companies of comparable size by revenue to help the Company compensate its directors fairly and competitively. The Company does not pay meeting fees. The Board has established the following director compensation components and amounts:structure for 2019 was as follows: All non-employee Directorsdirectors (other than the Chairman): $60,000$75,000 cash retainer and $90,000$125,000 equity award; Non-employee Chairman of the Board: $150,000$165,000 cash retainer;retainer and $135,000 equity award; Lead Independent Director: additional $15,000$25,000 cash retainer; Audit Committee Chair: $15,000$25,000 cash retainer; Audit Committee Members: $12,500 cash retainer; Compensation Committee Chair: $15,000$20,000 cash retainer; Compensation Committee Members $10,000 cash retainer; Nominating & Governance Committee Chair: $10,000$15,000 cash retainer; and Nominating & Governance Committee Members: $7,500 cash retainer. Effective for fiscal 2016, the director annual equity award amount has been increased to $105,000 and the annual equity award paid to the nonexecutive Chairman of the Board was increased to $115,000. The Company has established stock ownership guidelines for non-employee directors to help align the interests of directors with those of our shareholders. Under these guidelines, each director is expected to acquire and continue to hold shares of the Company’s common stock having an aggregate market value that equals or exceeds five times the rate of the regular annual retainer then in effect for non-employee directors who are not chairs. Each director is expected to achieve the target ownership level within five years of becoming a director. 60 SpartanNash Company Proxy Statement COMPENSATION OF DIRECTORS (cont’d) The following table provides information concerning the compensation of non-executivenon-employee directors for SpartanNash’s last completed fiscal year. DIRECTOR COMPENSATION Name   Fees Earned Or Paid in Cash(1)       Stock Awards(2)(3)       Total(4)   M. Shân Atkins $   120,000     $   121,446     $   241,446   Dennis Eidson     123,750         131,164         254,914   Dr. Frank M. Gambino     87,500         121,446         208,946   Douglas A. Hacker     117,500         121,446         238,946   Yvonne R. Jackson     112,500         121,446         233,946   Matthew Mannelly     86,875         121,446         208,321   Elizabeth A. Nickels     93,125         121,446         214,571   Hawthorne L. Proctor     87,500         121,446         208,946   William R. Voss     107,500         121,446         228,946   (1)Fees earned for Dennis Eidson during 2019 represent the director compensation that he earned prior to becoming interim CEO. Once his interim CEO tenure started, he no longer earned fees for being the Chairman of the Board. The earnings reported in the table above are not included in the executive compensation tables. (2) These amounts represent the portion of the grant date fair value of restricted stock determined in accordance with ASC 718. 58 SpartanNash Company Proxy Statement COMPENSATION OF DIRECTORS (cont’d)   Name   Fees Earned Or Paid in Cash ($)     Stock Awards(1)(2) ($)     Total(3) ($)   M. Shân Atkins     80,000        88,889        168,889    Mickey P. Foret     95,000        88,889        183,889    Dr. Frank M. Gambino     72,500        88,889        161,389    Douglas A. Hacker     87,500        88,889        176,389    Yvonne R. Jackson     92,500        88,889        181,389    Elizabeth A. Nickels     72,500        88,889        161,389    Timothy J. O’Donovan     92,500        88,889        181,389    Hawthorne L. Proctor     72,500        88,889        161,389    Craig C. Sturken     150,000        88,889        238,889    William R. Voss     77,500        88,889        166,389    (1)(3) These amounts representOn March 1, 2019 each non-employee director except the portion of the grant date fair value of restricted stock determined in accordance with ASC 718. For details regarding the assumptions used in the valuation of share-based awards, see Note 13, Stock-Based Compensation, to the audited financial statements of SpartanNash contained in the Company’s Report on Form 10-K for the period ended January 2, 2016. (2) On February 25, 2015 each non-executive directorChairman was issued 3,3486,586 shares of restricted stock pursuant to the Stock Incentive Plan of 2005,2015, which vested on March 1, 2016.2020. Each award had a grant date fair value of $26.55$18.44 per share (for an aggregate value of $88,889)$121,446). Dennis Eidson was issued 7,113 shares as the Chairman of the Board. Phantom units earned by Dennis Eidson as interim CEO are included in the executive compensation tables. (3)(4) The following table presents the number of outstanding shares of restricted stock and outstanding stock options held by each current non-executivenon-employee director named above (except Mr. Eidson) as of January 2, 2016. All of the options reported below for Mr. Sturken were awarded to him in connection with his service as an executive officer of the Company.December 28, 2019: Name Shares of Restricted Stock Outstanding   Name   Shares of Restricted Stock Outstanding     Shares Underlying Options (Exercisable)     Shares Underlying Options (Non-Exercisable)   M. Shân Atkins     3,348        9,462        —    Mickey P. Foret     3,348        —        —    Dr. Frank M. Gambino     3,348        4,786        —    Douglas A. Hacker     3,348        —        —    Yvonne R. Jackson     3,348        —        —    Elizabeth A. Nickels     3,348        9,462        —    Timothy J. O’Donovan     3,348        9,462        —    Hawthorne L. Proctor     3,348        —        —    Craig C. Sturken     3,348        29,000        —    William R. Voss     3,348        —        —    M. Shân Atkins 61 6,586 Dr. Frank M. Gambino 6,586 Douglas A. Hacker 6,586 Yvonne R. Jackson 6,586 Matthew Mannelly 6,586 Elizabeth A. Nickels 6,586 Hawthorne L. Proctor 6,586 William R. Voss 6,586 59 SpartanNash Company Proxy Statement COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Mr. Hacker,Hacker, Ms. Jackson, Mr. O’Donovan and Mr. Voss served as members of the Compensation Committee duringfor all of fiscal 2015.2019. Mr. Mannelly has served as a member of the Compensation Committee since May 2019. None of the above members of the Compensation Committee was an officer or associate of SpartanNash or formerly an officer of SpartanNash. None of SpartanNash’s executive officers served as a member of a compensation committee (or Boardboard committee performing a similar function) for another entity or served as a director of another entity with an executive officer that serves on the SpartanNash Board of Directors.   60 62 SpartanNash Company Proxy Statement COMPENSATION COMMITTEE REPORT Compensation Committee Report. The Compensation Committee has reviewed and discussed with management the information provided under the heading “Compensation Discussion and Analysis.” Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in SpartanNash’s annual report on Form 10- K and proxy statement. Respectfully submitted, Yvonne R. Jackson, Chair Douglas A. Hacker Timothy J. O’Donovan William R. Voss   63 SpartanNash Company Proxy Statement TRANSACTIONS WITH RELATED PERSONS Spart SpartanNashanNash recognizes that transactions with related persons can present potential or actual conflicts of interest. Accordingly, the Company has adopted written policies and procedures intended to ensure that potential conflicts of interests are identified, reviewed, approved, and disclosed as necessary. The Company has regular communications with related persons and relevant associates regarding these policies. It is the responsibility of SpartanNash’s management to conduct an appropriate review of all transactions with “related persons” (as defined by Nasdaq and SEC rules) for potential conflicts of interest situations on an ongoing basis. Pursuant to Nasdaq Listing Rule 5630 and the Audit Committee Charter, the Audit Committee must evaluate and approve every proposed transaction with a related person. For any proposed transaction in which a director has an interest, SpartanNash’s general policy is that the director may proceed with the transaction only if the material facts of the transaction and the director’s interest in the transaction have been disclosed to the Audit Committee of the Board, the Audit Committee determines that the transaction is fair to SpartanNash, and the transaction is approved by the Audit Committee. There are no established criteria for evaluating such transactions, and the Audit Committee may consider any information or factors as it deems appropriate in making this determination. However, the Audit Committee may not determine that the proposed transaction is “fair” to the Company unless it determines that the transaction will be made on terms no less favorable than those offered generally to entities that are not affiliated with any director. Directors and executive officers are required to complete an annual written questionnaire that solicits information regarding any direct or indirect interest that they or members of their family may have in any transaction or series of transactions involving the Company and having a value of $120,000 or more. Directors and executive officers are required to promptly update the Company of any change in the information provided by them in the questionnaire. SpartanNash has adopted a written conflict of interest policy that requires all associates to report actual and potential conflicts of interest to the Company’s internal auditor. There were no related person transactions requiring disclosure under SEC rules during fiscal 20152019 or the current fiscal year to the date of this proxy statement.   61 64 SpartanNash Company Proxy Statement DELIQUENT SECTION 16(a) REPORTS SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCESect Sectionion 16(a) of the Securities Exchange Act of 1934 requires SpartanNash’s directors and officers and persons who beneficially own more than 10% of the outstanding shares of SpartanNash common stock to file reports of ownership and changes in ownership of shares of common stock with the SEC. Directors, officers and greater than 10% beneficial owners are required by SEC regulations to furnish SpartanNash with copies of all Section 16(a) reports they file with the SEC. SpartanNash and its legal counsel file Forms 4 and other reports under Section 16(a) on behalf of directors and executive officers to report transactions with the Company under our compensation and benefit plans. Based solely on our review of the copies of such reports received by us,filed electronically with the SEC, and written representations from certain reporting persons that no reports on Form 5 were required for those persons for fiscal 2015,2019, we believe that there have been no failures to timely file required reports by our directors and officers, except that on March 18, 2015due to an administrative error, the Company filed a late Form 4 on December 13, 2019 on behalf of Dennis Eidson, reporting a sale of shares by Major General (Ret.) Proctor was filed four business days late. one transaction.   62 65 SpartanNash Company Proxy Statement SHAREHOLDER PROPOSALS SHAREHOLDER PROPOSALSShar Shareholdereholder proposals intended to be presented at the 2017 annual meeting of shareholders,2021 Annual Meeting, whether or not intended to be included in the proxy statement and form of proxy relating to that meeting, must be received by the Company at its principal executive offices not later than December 20, 2016.9, 2020. Shareholder proposals intended for consideration for inclusion in our proxy statement and form of proxy relating to that meeting should be made in accordance with SEC Rule 14a-8. All shareholder proposals must comply with the notice provisions set forth in SpartanNash’s bylaws which require that a written notice of a proposal to be considered at the Company’s 20172021 Annual Meeting must be delivered to the Secretary of the Company at the principal executive offices of the Company not later than December 20, 2016,9, 2020, if the meeting is held within 30 days of the calendar date of the 20162020 Annual Meeting. In the event that the date of the 20172021 meeting changes by more than 30 days from the calendar date of the 20162020 Annual Meeting, written notice of a proposal must be delivered not more than seven days after the earlier of the date of the notice of the meeting. To be effective, such a notice must comply fully with the bylaws. You should address all shareholder proposals to the attention of our Secretary, Kathleen M. Mahoney, at 850 76th Street, S.W., P.O. Box 8700, Grand Rapids, Michigan 49518-8700. Shareholder Nominations of Director Candidates Under our restated articles of incorporation, a shareholder of record may nominate a person for election as a director at a meeting of shareholders at which directors will be elected if, and only if, the shareholder has delivered timely notice to the Secretary of SpartanNash setting forth: the name, age, business address and residence address of each proposed nominee; the principal occupation or employment of each nominee; the number of shares of SpartanNash stock that each nominee beneficially owns; a statement that each nominee is willing to be nominated; and any other information concerning each nominee that would be required under the rules of the Securities and Exchange Commission (“SEC”) in a proxy statement soliciting proxies for the election of those nominees. The Nominating and Corporate Governance Committee will consider every nominee proposed by a shareholder that is received in a timely manner in accordance with these procedures and report each such nomination, along with the Nominating and Corporate Governance Committee’s recommendations, to the full Board of Directors. To be timely, a shareholder’s notice must be delivered to or mailed and received at SpartanNash’s principal executive offices at least 120 days before the date of notice of the meeting in the case of an annual meeting of shareholders, or not more than seven days following the date of notice of the meeting in the case of a special meeting of shareholders. Any nomination that does not comply with these procedures will be void. The Nominating and Corporate Governance Committee may also, in its discretion, consider shareholders’ informal recommendations of possible nominees. Shareholders may send such informal recommendations to the Committee by directing them to SpartanNash in care of the Secretary, 850 76th Street, S.W., P.O. Box 8700, Grand Rapids, Michigan 49518.   63 66 SpartanNash Company Proxy Statement SOLICITATION OF PROXIES We We will initially solicit proxies by mail and by making our proxy materials available on the Internet. In addition, directors, officers and associates of SpartanNash and its subsidiaries may solicit proxies by telephone or facsimile or in person without additional compensation. Proxies may be solicited by nominees and other fiduciaries who may mail materials to or otherwise communicate with the beneficial owners of shares held by them. We will bear all costs of the preparation and solicitation of proxies, including the charges and expenses of brokerage firms, banks, trustees or other nominees for forwarding proxy material to beneficial owners. We have engaged Georgeson Inc. at an estimated cost of $7,500, plus expenses and disbursements, to assist in solicitation of proxies. By OrderWe may deliver a single set of proxy materials to one address shared by two or more of our shareholders. This delivery method is referred to as "householding" and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one Notice of Internet Availability of Proxy Materials and one set of proxy materials to multiple shareholders who share an address, unless we received contrary instructions from the impacted shareholders prior to the mailing date. We agree to deliver promptly, upon written or verbal request, a separate copy of the Boardproxy materials to any shareholder at the shared address to which a single copy of Directors these documents was delivered. If you prefer to receive separate copies of these materials, contact Kathleen M. Mahoney, Executive Vice President Chief Legal Officer and Corporate Secretary, at 850 76th Street S.W., P.O. Box 8700, Grand Rapids, Michigan, April 19, 2016 67 SpartanNash Company Proxy Statement . Using ablack inkpen, mark your votes with anXas shown in this example. Please do not write outside the designated areas. x Electronic Voting Instructions You can vote by Internet or telephone! Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 1:00 a.m. Eastern time on June 2, 2016.    Vote by Internet • Go towww.envisionreports.com/SPTN • Or scan the QR code with your smartphone • Follow the steps outlined on the secure website Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone. There isNO CHARGEto you for the call. • Follow the instructions provided by the recorded message. q  IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.  q 49518-8700.       64  A  Proposals — The Board recommends a voteFOR all nominees andFOR Proposals 2 and 3. SpartanNash Company Proxy Statement   1. Election of Directors: For Withhold For Withhold For Withhold + 01 - M. Shân Atkins ¨ ¨ 02 - Dennis Eidson ¨ ¨ 03 - Mickey P. Foret ¨ ¨ 04 - Frank M. Gambino ¨ ¨ 05 - Douglas A. Hacker ¨ ¨ 06 - Yvonne R. Jackson ¨ ¨ 07 - Elizabeth A. Nickels ¨ ¨ 08 - Timothy J. O’Donovan ¨ ¨ 09 - Hawthorne L. Proctor ¨ ¨ 10 - William R. Voss ¨ ¨       For   Against   Abstain         For   Against   Abstain 2.   Say on Pay - Advisory approval of the Company’s executive compensation.   ¨   ¨   ¨     3.   Proposal to ratify the appointment of Deloitte & Touche LLP as independent auditors for the current fiscal year.   ¨   ¨   ¨  B GENERAL INFORMATION ABOUT THE MEETING (cont’d) Non-Voting Items Change of Address— Please print your new address below. Comments— Please print your comments below. Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting. ¨  C  Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.   Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.     /        /              02A03C 2016 Annual Meeting Admission Ticket 2016 Annual Shareholders Meeting of SpartanNash Company Thursday, June 2, 2016, 9:00 a.m. Eastern Time JW Marriott Hotel Grand Rapids 235 Louis St. NW, Grand Rapids, Michigan 49503 Admission Ticket Information SpartanNash Company will be holding its Annual Meeting of Shareholders on June 2, 2016. The Company’s proxy statement provides information regarding the matters that are expected to be voted on at the meeting. Your vote is important to us. Even if you plan toWho may attend the meeting please read Only the enclosed materialsCompany’s shareholders, their duly-appointed proxies and vote throughinvited guests may attend the Internet, by telephone or by mailing the Proxy Card below. meeting. If you planare a shareholder of record, you must bring the admission ticket attached to attend the Annual Meeting of Shareholders, you will need to present this ticketyour proxy card or your notice of availability of proxy materials and photo identification to gain entrancebe admitted to the meeting. “Street name” shareholders must bring a copy of a brokerage statement reflecting stock ownership as of March 23, 2020. All attendees must present a valid driver’s license or other federal or state issued photo identification. PLEASE NOTE THAT GIFT BAGS, PRODUCT SAMPLES AND REFRESHMENTS ARE NO LONGER OFFERED AT THE MEETING. THERE WILL NOT BE A BUSINESS PRESENTATION AT THE MEETING.Who may vote Upon arrival, please present this admission ticket or your notice of availability of proxy materials and photo identificationYou may vote at the registration desk.Annual Meeting if you were a shareholder of record of SpartanNash common stock at the close of business on March 23, 2020. Each shareholder is entitled to one vote per share of SpartanNash common stock on each matter presented for a shareholder vote at the meeting. As of March 23, 2020, there were 35,840,916 shares of SpartanNash common stock outstanding. How to vote Registered Holders: If you are a registered shareholder (i.e., you own your shares directly and not through a broker or bank), may vote online or by phone, 24 hours a day, seven days a week. You shouldmay also vote by mail. Online Voting. You may vote online by visiting www.proxydocs.com/SPTN. You may navigate to the online voting site by clicking the “Cast Your Vote” button. Have the instructions attached to your proxy card ready when you access the site and follow the prompts to record your vote. This vote will be counted immediately and there is no need to send in your proxy card. Votes cast online must be received by 1:00 a.m. Eastern Daylight Time on May 20, 2020. Phone Voting. To vote by phone, dial 1-866-390-6271 and listen for further directions. You must have a touch-tone phone. Telephonic votes will be counted immediately and there is no need to send in your proxy card. Votes cast by phone must be received by 1:00 a.m. Eastern Daylight Time on May 20, 2020. Voting by Mail. You may request a printed copy of your proxy card. If you properly sign and return the proxy card to the designated address, the shares represented by that proxy card will be voted at the Annual Meeting and at any adjournment of the meeting. Votes cast by mail must be received no later than the start of the meeting. If you specify a choice on the proxy card that you return for voting, your shares will be voted as specified. If you do not specify a choice, your shares will be voted for election of each of the nominees named in this proxy statement, and for each of the proposals described in this proxy statement. If any other matter comes before the meeting, your shares will be voted in the discretion of the persons named as proxies on the proxy card. Street Name Holders: You hold your shares in “street name” if your shares are registered in the name of a bank, broker or other nominee (which we will collectively reference as your “broker”). If you hold your shares in street name, then your broker must vote electronically evenyour street name shares in the manner you direct if you planprovide your broker with proper and timely voting instructions. PLEASE USE THE VOTING FORMS AND INSTRUCTIONS PROVIDED BY YOUR BROKER OR ITS AGENT. These forms and instructions typically permit you to attendgive voting instructions by phone or online, using a number or Internet address provided by the meeting. Telephone and Internet Voting. On the reverse side of this card are instructions on howbroker. You will NOT be able to vote street name shares using the internet address or phone numbers established for registered shareholders as described under “Registered Holders.” If you are a street name holder and later want to change your vote, you must contact your broker. Please note that you may NOT vote shares held in street name in person at the Annual Meeting unless you request and receive a valid proxy from your broker. 65 SpartanNash Company Proxy Statement COMPENSATION OF DIRECTORS (cont’d) Failure to Vote If you are a registered shareholder (i.e., you own your shares directly and not through a broker) and you do not cast your vote, no votes will be cast on your behalf on any of the Internetitems of business at the Annual Meeting. If you hold your shares in street name and do not provide timely voting instructions to your broker, then your broker or bank may vote your shares only on “routine” matters. NYSE rules applicable to its member firms provide that your broker may not vote uninstructed shares on a discretionary basis on non-routine matters, such as the election of directors or proposals relating to executive compensation. In such cases, the broker can register your shares as being present at the Annual Meeting for purposes of determining the presence of a quorum but will not be able to vote on non-routine matters. This is called a “broker non-vote.” Revoking a Proxy You may revoke your proxy at any time before it is voted at the meeting by taking any of the following four actions: by delivering written notice of revocation to the Company’s Secretary, 850 76th Street, S.W., P.O. Box 8700, Grand Rapids, Michigan 49518-8700; by delivering a proxy card bearing a later date than the proxy that you wish to revoke; by casting a subsequent vote via phone or online, as described above; or by attending the meeting and voting in person. Merely attending the meeting will not, by itself, revoke your proxy; you must cast a subsequent vote at the meeting using forms provided at the meeting for that purpose. Your last valid vote that we receive before or at the Annual Meeting is the vote that will be counted. Adjournment The shareholders present at the meeting, in person or by telephone.proxy, may, by a majority vote, adjourn the meeting despite the absence of a quorum. Shares represented by proxy may be voted in the discretion of the proxy holder on a proposal to adjourn the meeting. If a quorum is not present at the meeting, we expect the Chairman of the Board to adjourn the meeting to solicit additional proxies, as is authorized under the Company’s Bylaws. Multiple Proxies/Instruction Cards If you receive more than one proxy statement and instruction card, your shares are registered differently or are in more than one account. Please considerprovide voting through one of these methods. Your vote is recorded as ifinstructions for all proxy and voting instruction cards you mailedreceive. Meeting Results We will announce preliminary voting results at the Annual Meeting and publish final results in your Proxy. We believe voting througha current report on Form 8-K within four business days after the Internet or by telephone is convenient, and it also saves money. Thank you in advance for your participation in our 2016 Annual Meeting. SpartanNash Company q  IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.  q       66 SpartanNash Company Proxy Statement APPENDIX A SPARTANNASH COMPANY 2020 Stock INCENTIVE PLAN Section 1.Purpose The purpose of the Plan is to promote the interests of the Company and its shareholders by aiding the Company in attracting and retaining employees, officers, consultants, independent contractors and non‑employee Directors capable of assuring the future success of the Company, to offer such persons incentives to put forth maximum efforts for the success of the Company’s business and to afford such persons an opportunity to acquire an ownership interest in the Company, thereby aligning the interests of such persons with the Company’s shareholders. Section 2.Definitions As used in the Plan, the following terms shall have the meanings set forth below: (a)“Affiliate” shall mean (i) any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, in each case as determined by the Committee. (b)“Aggregate Share Limit” shall mean the aggregate number of Shares that may be delivered to Participants or their beneficiaries pursuant to all Awards granted under the Plan, calculated in accordance with Section 4.1(a). (c)“Award” shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Dividend Equivalent or Other Stock‑Based Award granted under the Plan. (d)“Award Agreement” shall mean any written agreement, contract or other instrument or document evidencing an Award granted under the Plan (including a document in an electronic medium) executed in accordance with the requirements of Section 9(b). (e)“Board” shall mean the Board of Directors of the Company. (f)“Cause” shall mean, in the case of a particular Award with respect to a Participant, (i) if such Participant is at the time of termination a party to any employment, consulting or other similar agreement (any such agreement, an “Individual Agreement”) that defines such term, the meaning given in such Individual Agreement; (ii) otherwise if such Participant is at the time of termination a party to an Award Agreement which was entered into under this Plan and defines such term, the meaning given in the Award Agreement; and (iii) in all other cases, such Participant’s (a) willful continued failure to perform or willful poor performance of duties (other than due to Disability) after warning and reasonable opportunity to meet reasonable required performance standards; (b) gross negligence causing or putting the Company or any Affiliate at risk of material damage or harm; (c) misappropriation of or intentional damage to the property of the Company or any Affiliate; (d) conviction of a felony (other than negligent vehicular homicide); (e) intentional act or omission that the Participant knows or should know is significantly detrimental to the interests of the Company or any Affiliate; or (f) violation of any provisions of any employment agreement or other agreement between the Company or any Affiliate and the Participant concerning competition with the Company or any Affiliate, loyalty, or confidentiality, or concerning ownership of ideas, inventions and other intellectual property. 67 SpartanNash Company Proxy Statement (g)“Change in Control” shall be the consummation of one of the following events: (i) the acquisition by any individual, entity, or group (a “Person”), including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership within the meaning of Rule 13d‑3 promulgated under the Exchange Act, of 20% or more of either (A) the then outstanding Shares (the “Outstanding Common Stock”) or (B) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of Directors (the “Outstanding Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change in Control: (1) any acquisition by the Company, (2) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, (3) any acquisition by any corporation pursuant to a reorganization, merger, or consolidation involving the Company, if, immediately after such reorganization, merger, or consolidation, each of the conditions described in (A), (B), and (C) of subsection (iii) shall be satisfied, or (4) with respect to a Participant, any acquisition by the Participant or any group of persons including the Participant; and provided further that, for purposes of (1), if any person (other than the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company) shall become the beneficial owner of 20% or more of the Outstanding Common Stock or 20% or more of the Outstanding Voting Securities by reason of an acquisition by the Company and such Person shall, after such acquisition by the Company, become the beneficial owner of any additional shares of the Outstanding Common Stock or any additional Outstanding Voting Securities, such additional beneficial ownership shall constitute a Change in Control; (ii) Directors who, as of the effective date of the Plan, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided, however, that any Director who becomes a Director subsequent to the effective date of the Plan whose election, or nomination for election by the Company’s shareholders, was approved by the vote of at least two‑thirds of the Directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for Director, without objection to such nomination) shall be deemed to have been a member of the Incumbent Board; and provided further, that no individual who was initially elected as a Director as a result of an actual or threatened election contest, as such terms are used in Rule 14a‑11 of Regulation 14A promulgated under the Exchange Act, or any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board, shall be deemed to have been a member of the Incumbent Board; (iii) the effective time and consummation of a reorganization, merger, or consolidation approved by the shareholders of the Company unless, in any such case, immediately after such reorganization, merger, or consolidation, (A) more than 50% of the then outstanding shares of common stock of the corporation resulting from such reorganization, merger, or consolidation and more than 50% of the combined voting power of the then outstanding securities of such corporation entitled to vote generally in the election of Directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals or entities who were the beneficial owners, respectively, of the Outstanding Common Stock and the Outstanding Voting Securities immediately prior to such reorganization, merger, or consolidation and in substantially the same proportions relative to each other as their ownership, immediately prior to such reorganization, merger, or consolidation, of the Outstanding Common Stock and the Outstanding Voting Securities, as the case may be, (B) no person (other than: (1) the Company, any employee benefit plan (or related trust) sponsored or maintained by the Company or the corporation resulting from such reorganization, merger, or consolidation (or any corporation controlled by the Company), or (2) any Person which beneficially owned, immediately prior to such reorganization, merger, or consolidation, directly or indirectly, 20% or more of the Outstanding Common Stock or the Outstanding Voting Securities, as the case may be) beneficially owns, directly or indirectly, 20% or more of the then outstanding shares of common stock of such corporation or 20% or more of the combined voting power of the then outstanding securities of such corporation entitled to vote generally in the election of directors, and (C) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger, or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such reorganization, merger, or consolidation; or 68 SpartanNash Company Proxy Statement (iv) the effective time and consummation of (A) a plan of complete liquidation or dissolution of the Company, as approved by the shareholders of the Company or (B) the sale or other disposition of all or substantially all of the assets of the Company as approved by the shareholders of the Company other than to a corporation or entity with respect to which, immediately after such sale or other disposition, (1) more than 50% of the then outstanding shares of common stock or other voting interests thereof and more than 50% of the combined voting power of the then outstanding securities or other voting interests thereof is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Stock and the Outstanding Voting Securities immediately prior to such sale or other disposition and in substantially the same proportions relative to each other as their ownership, immediately prior to such sale or other disposition, of the Outstanding Common Stock and the Outstanding Voting Securities, as the case may be, (2) no person (other than the Company, any employee benefit plan (or related trust) sponsored or maintained by the Company or such corporation (or any corporation controlled by the Company), or any person which beneficially owned, immediately prior to such sale or other disposition, directly or indirectly, 20% or more of the Outstanding Common Stock or the Outstanding Voting Securities as the case may be) beneficially owns, directly or indirectly, 20% or more of the then outstanding shares of common stock or other voting securities thereof or 20% or more of the combined voting power thereof and (3) at least a majority of the members of the board of directors thereof were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition. (h)“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder. (i)“Committee” shall mean the committee designated by the Board to administer the Plan.  The Committee shall be comprised of not less than such number of Directors as shall be required to permit Awards granted under the Plan to qualify under Rule 16b‑3, and each member of the Committee shall be a “non‑employee director” within the meaning of Rule 16b‑3. (j)“Company” shall mean SpartanNash Company, a Michigan corporation, and any successor corporation. (k)“Director” shall mean a member of the Board. (l)“Disability” shall mean the inability of an Eligible Person to perform his or duties due to physical or mental disability for a continuous period of 180 days or longer, and in the case of an Eligible Person who is an employee, such Eligible Person is eligible for benefits under the Company’s long‑term disability policy. (m)“Dividend Equivalent” shall mean any right granted under Section 6(d) of the Plan. (n)“Eligible Person” shall mean any employee, officer, consultant, independent contractor, advisor or non‑employee Director providing services to the Company or any Affiliate. (o)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. (p)“Fair Market Value” shall mean, with respect to any property (including, without limitation, any Shares or other securities), the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee.  Notwithstanding the foregoing, unless otherwise determined by the Committee, the Fair Market Value of a Share as of a given date shall be, if the Shares are then traded on the NASDAQ Global Market, the closing price of one Share as reported on the NASDAQ Global Market on such date or, if the NASDAQ Global Market is not open for trading on such date, on the most recent preceding date when the NASDAQ Global Market is open for trading. (q)“Incentive Stock Option” shall mean an option granted under Section 6(a) of the Plan that is intended to meet the requirements of Section 422 of the Code or any successor provision. (r)“Non‑Qualified Stock Option” shall mean an option granted under Section 6(a) of the Plan that is not intended to be an Incentive Stock Option. (s)“Option” shall mean an Incentive Stock Option or a Non‑Qualified Stock Option to purchase shares of the Company. (t)“Other Stock‑Based Award” shall mean any right granted under Section 6(e) of the Plan. 69 SpartanNash Company Proxy Statement (u)“Participant” shall mean an Eligible Person designated to be granted an Award under the Plan. (v)“Plan” shall mean the SpartanNash Company 2020 Stock Incentive Plan, as amended from time to time. (w)“Prior Plan” shall mean the SpartanNash Company Stock Incentive Plan of 2015. (x)“Restricted Stock” shall mean any Share granted under Section 6(c) of the Plan. (y)“Restricted Stock Unit” shall mean any unit granted under Section 6(c) of the Plan evidencing the right to receive a Share (or a cash payment equal to the Fair Market Value of a Share) at some future date. (z)“Retirement” shall mean an Eligible Person’s termination of service at or after attainment of Retirement Age under such circumstances not giving rise to a termination for Cause and otherwise determined to constitute Retirement by the Committee in its sole discretion. (aa)“Retirement Age” shall mean (i) age sixty‑five (65), or (ii) age fifty‑five (55) and completion of ten (10) continuous years of service with the Company and its Affiliates, measured from the Participant’s most recent date of hire (or most recent date of appointment to the Board).  Service completed prior to the most recent date of hire shall not count as continuous service unless the Participant completed ten (10) continuous years of service before a break in service.  Notwithstanding the foregoing, in the case of an Award granted to a non‑employee Director, “Retirement Age” shall mean completion of ten (10) continuous years of service on the Board measured from such Director’s most recent appointment to the Board, without regard to attainment of a specified age. (bb)“Rule 16b‑3” shall mean Rule 16b‑3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or any successor rule or regulation. (cc)“Section 409A” shall mean Section 409A of the Code, or any successor provision, and applicable Treasury Regulations and other applicable guidance thereunder. (dd)“Securities Act” shall mean the Securities Act of 1933, as amended. (ee)“Shareholder Approval Date” shall mean the date of the Company’s annual meeting of shareholders to be held in 2020. (ff)“Shares” shall mean shares of common stock, $5.00 par value per share, of the Company or such other securities or property as may become subject to Awards pursuant to an adjustment made under Section 4(c) of the Plan. (gg)“Specified Employee” shall mean a specified employee as defined in Section 409A(a)(2)(B) of the Code or applicable proposed or final regulations under Section 409A, determined in accordance with procedures established by the Company and applied uniformly with respect to all plans maintained by the Company that are subject to Section 409A. (hh)“Stock Appreciation Right” shall mean any right granted under Section 6(b) of the Plan. Section 3.Administration Power and Authority of the Committee .  The Plan shall be administered by the Committee.  Subject to the express provisions of the Plan and to applicable law, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or the method by which payments or other rights are to be calculated in connection with) each Award; (iv) determine the terms and conditions of any Award or Award Agreement, including any terms relating to the forfeiture of any Award and the forfeiture, recapture or disgorgement of any cash, Shares or other amounts payable with respect to any Award; (v) amend the terms and conditions of any Award or Award Agreement, subject to the limitations under Sections 6 and 7; 70 SpartanNash Company Proxy Statement (vi) accelerate the exercisability of any Award or the lapse of any restrictions relating to any Award, subject to the limitations under Sections 6 and 7, (vii) determine whether, to what extent and under what circumstances Awards may be exercised in cash, Shares, other securities, other Awards or other property (but excluding promissory notes), or canceled, forfeited or suspended; (viii) determine whether, to what extent and under what circumstances, amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or the Committee, subject to the requirements of Section 409A and Section 6; (ix) interpret and administer the Plan and any instrument or agreement, including an Award Agreement, relating to the Plan; (x) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan; and (xii) adopt such modifications, rules, procedures and subplans as may be necessary or desirable to comply with provisions of the laws of non‑U.S. jurisdictions in which the Company or an Affiliate may operate, including, without limitation, establishing any special rules for Affiliates, Eligible Persons or Participants located in any particular country, in order to meet the objectives of the Plan and to ensure the viability of the intended benefits of Awards granted to Participants located in such non‑United States jurisdictions. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award or Award Agreement shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon any Participant, any holder or beneficiary of any Award or Award Agreement, and any employee of the Company or any Affiliate. Delegation .  The Committee shall have the right, from time to time, to delegate to one or more officers of the Company the authority of the Committee to grant and determine the terms and conditions of Awards granted under the Plan, subject to the requirements of applicable law and such other limitations as the Committee shall determine.  In no event shall any such delegation of authority be permitted with respect to Awards to any members of the Board or to any Eligible Person who is subject to Rule 16b‑3 under the Exchange Act.  The Committee shall also be permitted to delegate, to any appropriate officer or employee of the Company, responsibility for performing certain ministerial functions under the Plan.  In the event that the Committee’s authority is delegated to officers or employees in accordance with the foregoing, all provisions of the Plan relating to the Committee shall be interpreted in a manner consistent with the foregoing by treating any such reference as a reference to such officer or employee for such purpose.  Any action undertaken in accordance with the Committee’s delegation of authority hereunder shall have the same force and effect as if such action were undertaken directly by the Committee and shall be deemed for all purposes of the Plan to have been taken by the Committee. Power and Authority of the Board of Directors .  Notwithstanding anything to the contrary contained herein, the Board may, at any time and from time to time, without any further action of the Committee, exercise the powers and duties of the Committee under the Plan, unless the exercise of such powers and duties by the Board would cause the Plan not to comply with the requirements of Rule 16b‑3 or applicable law or exchange requirements. Indemnification .  Neither any member or former member of the Committee, nor any individual or group to whom authority or responsibility is or has been delegated, shall be personally responsible or liable for any act or omission in connection with the performance of powers or duties or the exercise of discretion or judgment in the administration and implementation of the Plan.  Each person who is or shall have been a member of the Committee, and any other individual or group exercising delegated authority or responsibility with respect to the Plan, shall be indemnified and held harmless by the Company from and against any cost, liability or expense imposed or incurred in connection with such person’s or the Committee’s taking or failing to take any action under the Plan or the exercise of discretion or judgment in the administration and implementation of the Plan.  Nothing herein shall be construed as limiting the Company’s or any Affiliate’s ability to terminate or otherwise alter the terms and conditions of the employment of an individual or group exercising delegated authority or responsibility with respect to the Plan, or to discipline any such person.  Each such person shall be justified in relying on information furnished in connection with the Plan’s administration by any appropriate person or persons. 71 SpartanNash Company Proxy Statement Section 4.Shares Available for Awards Shares Available . (i) Subject to adjustment as provided in Section 4(c) of the Plan, the aggregate number of Shares that may be issued under all Awards under the Plan shall equal the sum of: (i) 1,635,000 (the authorized net increase of Shares in connection with the adoption of the Plan); (ii) the shares available for grant under the Prior Plan as of the Shareholder Approval Date; plus (iii) any Shares subject to any outstanding award under the Prior Plan that, after Shareholder Approval Date, are not purchased or are forfeited or reacquired by the Company, or otherwise not delivered to the Participant due to termination, cancellation or cash settlement of such award, subject to the share counting provisions of Section 4(b) below. (ii) On and after shareholder approval of this Plan, no awards shall be granted under the Prior Plan, but all outstanding awards previously granted under the Prior Plan shall remain outstanding and subject to the terms of the Prior Plan. Counting Shares .  Except as set forth below in this Section 4(b), if an Award entitles the holder thereof to receive or purchase Shares, the number of Shares covered by such Award or to which such Award relates shall be counted on the date of grant of such Award against the Aggregate Share Limit. (i) Shares Added Back to Reserve.  Subject to the limitations in Section 4(b)(ii) below, if any Shares covered by an Award or to which an Award relates are not purchased or are forfeited or are settled in cash or reacquired by the Company, or if an Award otherwise terminates or is cancelled without delivery of any Shares, then the number of Shares counted against the Aggregate Share Limit with respect to such Award, to the extent of any such forfeiture, cash settlement, reacquisition by the Company, termination or cancellation, shall again be available for granting Awards under the Plan. (ii) Shares Not Added Back to Reserve.  Notwithstanding anything to the contrary in Section (b)(i) above, the following Shares will not again become available for issuance under the Plan: (A) any Shares which would have been issued upon any exercise of an Option but for the fact that the exercise price was paid by a “net exercise” pursuant to Section 6(a)(iii)(B) or any Shares tendered in payment of the exercise price of an Option; (B) any Shares withheld by the Company or Shares tendered to satisfy any tax withholding obligation with respect to an Award; (C) Shares covered by a stock‑settled Stock Appreciation Right issued under the Plan that are not issued in connection with settlement in Shares upon exercise; or (D) Shares that are repurchased by the Company using Option exercise proceeds. (iii) Cash Only Awards.  Awards that do not entitle the holder thereof to receive or purchase Shares shall not be counted against the aggregate number of Shares available for Awards under the Plan. (iv) Substitute Awards Relating to Acquired Entities.  Shares issued under Awards granted in substitution for awards previously granted by an entity that is acquired by or merged with the Company or an Affiliate shall not be counted against the Aggregate Share Limit. Adjustments .  In the event that any dividend (other than a regular cash dividend) or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split‑up, spin‑off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects the Shares such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or other property) that thereafter may be made the subject of Awards, (ii) the number and type of Shares (or other securities or other property) subject to outstanding Awards, (iii) the purchase price or exercise price with respect to any Award and the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto) and (iv) the limitations contained in Section 4(d) below; provided, however, that the number of Shares covered by any Award or to which such Award relates shall always be rounded down to the nearest whole number.  Such adjustment shall be made by the Committee or the Board, whose determination in that respect shall be final, binding and conclusive. Annual Limitations . 72 SpartanNash Company Proxy Statement (i) Annual Limitations for Awards Granted to Employees, Officers and Consultants, Etc.  No Eligible Person who is an employee, officer, consultant, independent contractor or advisor may be granted any Award or Awards for more than 575,000 Shares (subject to adjustment as provided for in Section 4(c) of the Plan), in the aggregate in any calendar year. (ii) Annual Limitation for Awards Granted to Non‑Employee Directors.  Notwithstanding any provision to the contrary in the Plan, the sum of the grant date fair value of equity-based Awards and the amount of any cash‑based compensation earned by a non-employee director during any calendar year shall not exceed $750,000. The independent members of the Board may make exceptions to this limit for a non‑executive chair of the Board, provided that the non‑employee Director receiving such additional compensation may not participate in the decision to award such compensation. Section 5.Eligibility Any Eligible Person shall be eligible to be designated as a Participant.  In determining which Eligible Persons shall receive an Award and the terms of any Award, the Committee may take into account the nature of the services rendered by the respective Eligible Persons, their present and potential contributions to the success of the Company or such other factors as the Committee, in its discretion, shall deem relevant.  Notwithstanding the foregoing, an Incentive Stock Option may only be granted to full time or part time employees (which term as used herein includes, without limitation, officers and Directors who are also employees), and an Incentive Stock Option shall not be granted to an employee of an Affiliate unless such Affiliate is also a “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code or any successor provision. Section 6.Awards Options .  The Committee is hereby authorized to grant Options to Eligible Persons with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine: (i) Exercise Price.  The purchase price per Share purchasable under an Option shall be determined by the Committee and shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant of such Option; provided, however, that the Committee may designate a purchase price below Fair Market Value on the date of grant if the Option is granted in substitution for a stock option previously granted by an entity that is acquired by or merged with the Company or an Affiliate. (ii) Option Term.  The term of each Option shall be fixed by the Committee at the time of grant but shall not be longer than 10 years from the date of grant. (iii) Time and Method of Exercise.  The Committee shall determine the time or times at which an Option may be exercised within the Option term, either in whole or in part, and the method of exercise, except that any exercise price tendered shall be in either cash, Shares having a Fair Market Value on the exercise date equal to the applicable exercise price or a combination thereof, as determined by the Committee. (A) Promissory Notes.  For avoidance of doubt, the Committee may not accept a promissory note as consideration. (B) Net Exercises.  The terms of any Option may be written to permit the Option to be exercised by delivering to the Participant a number of Shares having an aggregate Fair Market Value (determined as of the date of exercise) equal to the excess, if any, of the Fair Market Value of the Shares underlying the Option being exercised, on the date of exercise, over the exercise price of the Option for such Shares. (iv) Incentive Stock Options.  Notwithstanding anything in the Plan to the contrary, the following additional provisions shall apply to the grant of stock options which are intended to qualify as Incentive Stock Options: 73 SpartanNash Company Proxy Statement (A) The Committee will not grant Incentive Stock Options in which the aggregate Fair Market Value (determined as of the time the Option is granted) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under this Plan and all other plans of the Company and its Affiliates) shall exceed $100,000. (B) All Incentive Stock Options must be granted within ten years from the earlier of the date on which this Plan was adopted by the Board or the date this Plan was approved by the shareholders of the Company. (C) Unless sooner exercised, all Incentive Stock Options shall expire and no longer be exercisable no later than ten (10) years after the date of grant; provided, however, that in the case of a grant of an Incentive Stock Option to a Participant who, at the time such Option is granted, owns (within the meaning of Section 422 of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of its Affiliates, such Incentive Stock Option shall expire and no longer be exercisable no later than five (5) years from the date of grant. (D) The purchase price per Share for an Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant of the Incentive Stock Option; provided, however, that, in the case of the grant of an Incentive Stock Option to a Participant who, at the time such Option is granted, owns (within the meaning of Section 422 of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of its Affiliates, the purchase price per Share purchasable under an Incentive Stock Option shall be not less than one hundred ten percent (110%) of the Fair Market Value of a Share on the date of grant of the Incentive Stock Option. (E) Any Incentive Stock Option authorized under the Plan shall contain such other provisions as the Committee shall deem advisable, but shall in all events be consistent with and contain all provisions required in order to qualify the Option as an Incentive Stock Option. Stock Appreciation Rights .  The Committee is hereby authorized to grant Stock Appreciation Rights to Eligible Persons subject to the terms of the Plan and any applicable Award Agreement.  A Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive upon exercise thereof the excess of (i) the Fair Market Value of one Share on the date of exercise over (ii) the grant price of the Stock Appreciation Right as specified by the Committee, which price shall not be less than one hundred percent (100%) of the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right; provided, however, that the Committee may designate a grant price below Fair Market Value on the date of grant if the Stock Appreciation Right is granted in substitution for a stock appreciation right previously granted by an entity that is acquired by or merged with the Company or an Affiliate.  Subject to the terms of the Plan and any applicable Award Agreement, the grant price, term, methods of exercise, dates of exercise, methods of settlement and any other terms and conditions of any Stock Appreciation Right shall be as determined by the Committee (except that the term of each Stock Appreciation Right shall be subject to the term limitations in Section 6(a)(ii) applicable to Options).  The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it may deem appropriate. Restricted Stock and Restricted Stock Units .  The Committee is hereby authorized to grant an Award of Restricted Stock and Restricted Stock Units to Eligible Persons with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine: (i) Restrictions.  Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right or property with respect thereto), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise as the Committee may deem appropriate.  For purposes of clarity and without limiting the Committee’s general authority under Section 3(a), vesting of such Awards may, at the Committee’s discretion, be conditioned upon the Participant’s completion of a specified period of service with the Company or an Affiliate, or upon the achievement of one or more performance goals established by the Committee, or upon any combination of service‑based and performance‑based conditions (subject to the minimum requirements in Section 6.  Notwithstanding the foregoing, rights to dividend or Dividend Equivalent payments shall be subject to the limitations described in Section 6(d). 74 SpartanNash Company Proxy Statement (ii) Issuance and Delivery of Shares.  Any Restricted Stock granted under the Plan shall be issued at the time such Awards are granted and may be evidenced in such manner as the Committee may deem appropriate, including book‑entry registration or issuance of a stock certificate or certificates, which certificate or certificates shall be held by the Company or held in nominee name by the stock transfer agent or brokerage service selected by the Company to provide such services for the Plan.  Shares representing Restricted Stock that are no longer subject to restrictions shall be delivered (including by updating the book‑entry registration) to the Participant promptly after the applicable restrictions lapse or are waived.  In the case of Restricted Stock Units, no Shares shall be issued at the time such Awards are granted.  Upon the lapse or waiver of restrictions and the restricted period relating to Restricted Stock Units evidencing the right to receive Shares, such Shares shall be issued and delivered to the holder of the Restricted Stock Units. Dividend Equivalents .  The Committee is hereby authorized to grant Dividend Equivalents to Eligible Persons under which the Participant shall be entitled to receive payments (in cash, Shares, other securities, other Awards or other property as determined in the discretion of the Committee) equivalent to the amount of cash dividends paid by the Company to holders of Shares with respect to a number of Shares determined by the Committee.  Subject to the terms of the Plan and any applicable Award Agreement, such Dividend Equivalents may have such terms and conditions as the Committee shall determine.  Notwithstanding anything to the contrary in the Plan, (i) the Committee may not grant Dividend Equivalents to Eligible Persons in connection with grants of Options, Stock Appreciation Rights or other Awards the value of which is based solely on an increase in the value of the Shares after the grant of such Award, and (ii) dividend and Dividend Equivalent amounts with respect to any Share underlying an Award may be accrued but not paid to a Participant until all conditions or restrictions relating to such Share have been satisfied or lapsed. Other Stock‑Based Awards .  The Committee is hereby authorized to grant to Eligible Persons such other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares), as are deemed by the Committee to be consistent with the purpose of the Plan.  The Committee shall determine the terms and conditions of such Awards, subject to the terms of the Plan and any applicable Award Agreement.  No Award issued under this Section 6(e) shall contain a purchase right or an option‑like exercise feature. General . (i) Consideration for Awards.  Awards may be granted for no cash consideration or for any cash or other consideration as may be determined by the Committee or required by applicable law. (ii) Awards May Be Granted Separately or Together.  Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with or in substitution for any other Award or any award granted under any other plan of the Company or any Affiliate.  Awards granted in addition to or in tandem with other Awards or in addition to or in tandem with awards granted under any other plan of the Company or any Affiliate may be granted either at the same time as or at a different time from the grant of such other Awards or awards. (iii) Forms of Payment Under Awards.  Subject to the terms of the Plan and of any applicable Award Agreement, payments or transfers to be made by the Company or an Affiliate upon the grant, exercise or payment of an Award may be made in such form or forms as the Committee shall determine (including, without limitation, cash, Shares, other securities (but excluding promissory notes), other Awards or other property or any combination thereof), and may be made in a single payment or transfer, in installments or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. (iv) Limits on Transfer of Awards.  No Award (other than fully vested and unrestricted Shares issued pursuant to any Award) and no right under any such Award shall be transferable by a Participant other than by will or by the laws of descent and distribution, and no Award (other than fully vested and unrestricted Shares issued pursuant to any Award) or right under any such Award may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate.  Notwithstanding the foregoing, the Committee may permit the transfer of an Award to family members if such transfer is for no value and in accordance with the rules of Form S‑8.  The Committee may also establish procedures as it deems appropriate for a Participant to designate a person or persons, as beneficiary or beneficiaries, to exercise the rights of the Participant and receive any property distributable with respect to any Award in the event of the Participant’s death. 75 SpartanNash Company Proxy Statement (v) Restrictions; Securities Exchange Listing.  All Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such restrictions as the Committee may deem advisable under the Plan, applicable federal or state securities laws and regulatory requirements, and the Committee may cause appropriate entries to be made with respect to, or legends to be placed on the certificates for, such Shares or other securities to reflect such restrictions.  The Company shall not be required to deliver any Shares or other securities covered by an Award unless and until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied. (vi) Prohibition on Option and Stock Appreciation Right Repricing. Except as provided in Section 4(c) hereof, the Committee may not, without prior approval of the Company’s shareholders, seek to effect any re pricing of any previously granted, “underwater” Option or Stock Appreciation Right by:  (i) amending or modifying the terms of the Option or Stock Appreciation Right to lower the exercise price; (ii) canceling the underwater Option or Stock Appreciation Right and granting either (A) replacement Options or Stock Appreciation Rights having a lower exercise price; or (B) Restricted Stock, Restricted Stock Units or Other Stock Based Award in exchange; or (iii) cancelling or repurchasing the underwater Option or Stock Appreciation Right for cash or other securities.  An Option or Stock Appreciation Right will be deemed to be “underwater” at any time when the Fair Market Value of the Shares covered by such Option or Stock Appreciation Right is less than the exercise price. (vii) Minimum Vesting.  No Award shall be granted with terms providing for any right of exercise or lapse of any vesting obligations earlier than a date that is at least one year following the date of grant (or, in the case of vesting based upon performance‑based objectives, exercise and vesting restrictions cannot lapse earlier than the one‑year anniversary measured from the commencement of the period over which performance is evaluated); provided, however, that the Award Agreement by its terms may permit acceleration or waiver of the minimum restrictions upon a Change in Control or upon the Participant’s death, Disability, Retirement (or attainment of Retirement Age) or involuntary termination by the Company or any Affiliate without Cause.  Notwithstanding the foregoing, the following Awards that do not comply with the one‑year minimum exercise and vesting requirements and limited exceptions set forth above may be issued: (A) substitute Awards granted in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction entered into by the Company or any of its subsidiaries; (B) shares delivered in lieu of fully vested cash Awards or any cash incentive compensation earned by a Participant, provided that the performance period for such incentive compensation was at least one fiscal year; (C) Awards issued to non-employee Directors for which the vesting period runs from the date of one annual meeting of the Company’s shareholders to the next annual meeting of the Company’s shareholders which is at least 50 weeks after the immediately preceding year’s annual meeting; and (D) Any additional Awards the Committee may grant, up to a maximum of five percent (5%) of the aggregate number of Shares available for issuance under this Plan.  For purposes of counting Shares against the five percent (5%) limitation, the Share counting rules under Section 4 of this Plan apply. Nothing in this Section 6 shall limit the authority of the Committee to amend or modify any Award to accelerate the vesting or the exercisability of any Award or the lapse of any restrictions relating to any Award (except where expressly limited in Section 6(f)(viii)). 76 SpartanNash Company Proxy Statement (viii) Limits on Acceleration or Waiver of Restrictions Upon Change in Control.  No Award Agreement shall, either by operation of its terms or by action of the Committee, accelerate the exercisability of any Award or the lapse of restrictions relating to any Award in connection with a reorganization, merger or consolidation of, or sale or other disposition of all or substantially all of the assets of, the Company unless such transaction constitutes a Change in Control and unless such acceleration occurs upon the consummation of (or effective immediately prior to the consummation of, provided that the consummation actually subsequently occurs) the Change in Control.  Nothing in this paragraph shall limit the Committee’s authority to accelerate the exercisability of any Award or the lapse of restrictions relating to any Award for reasons other than a Change in Control (e.g., due to death, Disability, Retirement or involuntary termination without Cause). (ix) Section 409A Provisions.  Notwithstanding anything in the Plan or any Award Agreement to the contrary, to the extent that any amount or benefit that constitutes “deferred compensation” to a Participant under Section 409A and applicable guidance thereunder is otherwise payable or distributable to a Participant under the Plan or any Award Agreement solely by reason of the occurrence of a Change in Control or due to the Participant’s Disability or “separation from service” (as such term is defined under Section 409A), such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless the Committee determines in good faith that (i) the circumstances giving rise to such Change in Control, disability or separation from service meet the definition of a change in control event, disability, or separation from service, as the case may be, in Section 409A(a)(2)(A) of the Code and applicable regulations, or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A by reason of the short‑term deferral exemption or otherwise.  Any payment or distribution that otherwise would be made to a Participant who is a Specified Employee (as determined by the Committee in good faith) on account of separation from service may not be made before the date which is six months after the date of the Specified Employee’s separation from service (or if earlier, upon the Specified Employee’s death) unless the payment or distribution is exempt from the application of Section 409A by reason of the short‑term deferral exemption or otherwise. Section 7.Amendment and Termination; Corrections Amendments to the Plan and Awards .  The Board may from time to time amend, suspend or terminate this Plan, and the Committee may amend the terms of any previously granted Award, provided that no amendment to the terms of any previously granted Award may (except as expressly provided in the Plan) materially and adversely alter or impair the terms or conditions of the Award previously granted to a Participant under this Plan without the written consent of the Participant or holder thereof.  Any amendment to this Plan, or to the terms of any Award previously granted, is subject to compliance with all applicable laws, rules, regulations and policies of any applicable governmental entity or securities exchange, including receipt of any required approval from the governmental entity or stock exchange.  For greater certainty and without limiting the foregoing, the Board may amend, suspend, terminate or discontinue the Plan, and the Committee may amend or alter any previously granted Award, as applicable, without obtaining the approval of shareholders of the Company in order to: (i) amend the eligibility for, and limitations or conditions imposed upon, participation in the Plan; (ii) subject to the limitations in Section 6, amend any terms relating to the granting or exercise of Awards, including but not limited to terms relating to the amount and payment of the exercise price, or the vesting, expiry, assignment or adjustment of Awards, or otherwise waive any conditions of or rights of the Company under any outstanding Award, prospectively or retroactively; (iii) make changes that are necessary or desirable to comply with applicable laws, rules, regulations and policies of any applicable governmental entity or stock exchange (including amendments to Awards necessary or desirable to maximize any available tax deduction or to avoid any adverse tax results, and no action taken to comply with such laws, rules, regulations and policies shall be deemed to impair or otherwise adversely alter or impair in any material respect the rights of any holder of an Award or beneficiary thereof); or (iv) amend any terms relating to the administration of the Plan, including the terms of any administrative guidelines or other rules related to the Plan. 77 SpartanNash Company Proxy Statement For greater certainty and except for equitable adjustments as provided in Section 4(c), prior approval of the shareholders of the Company shall be required for any amendment to the Plan or an Award that would: (i) require shareholder approval under the rules or regulations of the Securities and Exchange Commission, the NASDAQ Global Market or any other securities exchange that are applicable to the Company; (ii) increase the number of shares authorized under the Plan as specified in Section 4(a) of the Plan; (iii) permit repricing of Options or Stock Appreciation Rights, which is currently prohibited by Section 6 of the Plan; (iv) permit the award of Options or Stock Appreciation Rights at a price less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant of such Option or Stock Appreciation Right, contrary to the provisions of Section 6(a)(i) and Section 6(b) of the Plan; (v) increase the maximum term permitted for Options and Stock Appreciation Rights as specified in Section 6(a) and Section 6(b); or (vi) increase the number of shares subject to the annual limitations contained in Section 4(d) of the Plan. Corporate Transactions .  In the event of any reorganization, merger, consolidation, split‑up, spin‑off, combination, plan of arrangement, take‑over bid or tender offer, repurchase or exchange of Shares or other securities of the Company or any other similar corporate transaction or event involving the Company (or the Company shall enter into a written agreement to undergo such a transaction or event), the Committee or the Board may, in its sole discretion but subject to the limitations in Section 6 (e.g., limitations on re‑pricing and waiver of vesting restrictions), provide for any of the following to be effective upon the consummation of the event (or effective immediately prior to the consummation of the event, provided that the consummation of the event subsequently occurs), and no action taken under this Section 7(b) shall be deemed to impair or otherwise adversely alter or impair the rights of any holder of an Award or beneficiary thereof: (i) either (A) termination of any Award, whether or not vested, in exchange for an amount of cash and/or other property, if any, equal to the amount that would have been attained upon the exercise of the vested portion of the Award or realization of the Participant’s vested rights (and, for the avoidance of doubt, if, as of the date of the occurrence of the transaction or event described in this Section 7(b)(i)(A), the Committee or the Board determines in good faith that no amount would have been attained upon the exercise of the Award or realization of the Participant’s rights, then the Award may be terminated by the Company without any payment) or (B) the replacement of the Award with other rights or property selected by the Committee or the Board, in its sole discretion; (ii) that the Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; (iii) that the Award shall be exercisable or payable or fully vested with respect to all Shares covered thereby, notwithstanding anything to the contrary in the applicable Award Agreement; or (iv) that the Award cannot vest, be exercised or become payable after a date certain in the future, which may be the effective date of the event. Correction of Defects, Omissions and Inconsistencies .  The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award or Award Agreement in the manner and to the extent it shall deem desirable to implement or maintain the effectiveness of the Plan. 78 SpartanNash Company Proxy Statement Section 8.Income Tax Withholding In order to comply with all applicable federal, state, local or foreign income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state, local or foreign payroll, withholding, income or other taxes, which are the sole and absolute responsibility of a Participant, are withheld or collected from such Participant.  Without limiting the foregoing, and solely for avoidance of doubt, the Committee, in its discretion and subject to such additional terms and conditions as it may adopt, may permit the Participant to satisfy such tax obligation by (a) electing to have the Company withhold a portion of the Shares otherwise to be delivered upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes (subject to applicable law and any limitations required by ASC Topic 718 to avoid adverse accounting treatment); (b) delivering to the Company Shares other than Shares issuable upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes; or (c) by any other means set forth in the applicable Award Agreement. Section 9.General Provisions No Rights to Awards .  No Eligible Person, Participant or other Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Eligible Persons, Participants or holders or beneficiaries of Awards under the Plan.  The terms and conditions of Awards need not be the same with respect to any Participant or with respect to different Participants. Award Agreements .  No Participant shall have rights under an Award granted to such Participant unless and until an Award Agreement shall have been signed by the Participant (if requested by the Company), or until such Award Agreement is delivered and accepted through an electronic medium in accordance with procedures established by the Company.  An Award Agreement need not be signed by a representative of the Company unless required by the Committee.  Each Award Agreement shall be subject to the applicable terms and conditions of the Plan and any other terms and conditions (not inconsistent with the Plan) determined by the Committee. Plan Provisions Control .  In the event that any provision of an Award Agreement conflicts with or is inconsistent in any respect with the terms of the Plan as set forth herein or subsequently amended, the terms of the Plan shall control. No Rights of Shareholders .  Except with respect to Shares issued under Awards (and subject to such conditions as the Committee may impose on such Awards pursuant to Section 6(c)(i) or Section 6(d)), neither a Participant nor the Participant’s legal representative shall be, or have any of the rights and privileges of, a shareholder of the Company with respect to any Shares issuable upon the exercise or payment of any Award, in whole or in part, unless and until such Shares have been issued. No Limit on Other Compensation Arrangements .  Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or additional compensation plans or arrangements, and such plans or arrangements may be either generally applicable or applicable only in specific cases. No Right to Employment or Directorship .  The grant of an Award shall not be construed as giving a Participant the right to be retained as an employee of the Company or any Affiliate, or the right to be retained as a Director, nor will it affect in any way the right of the Company or an Affiliate to terminate a Participant’s employment at any time, with or without cause, or remove a Director in accordance with applicable law.  In addition, the Company or an Affiliate may at any time dismiss a Participant from employment, or remove a Director who is a Participant, free from any liability or any claim under the Plan or any Award, unless otherwise expressly provided in the Plan or in any Award Agreement.  Nothing in this Plan shall confer on any person any legal or equitable right against the Company or any Affiliate, directly or indirectly, or give rise to any cause of action at law or in equity against the Company or an Affiliate.  Under no circumstances shall any person ceasing to be an employee or Director of the Company or any Affiliate be entitled to any compensation for any loss of any right or benefit under the Plan which such employee or Director might otherwise have enjoyed but for termination of employment or directorship, whether such compensation is claimed by way of damages for wrongful or unfair dismissal, breach of contract or otherwise.  By participating in the Plan, each Participant shall be deemed to have accepted all the conditions of the Plan and the terms and conditions of any rules and regulations adopted by the Committee and shall be fully bound thereby. Governing Law .  The internal law, and not the law of conflicts, of the State of Michigan shall govern all questions concerning the validity, construction and effect of the Plan or any Award, and any rules and regulations relating to the Plan or any Award. Severability .  If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction or Award, and the remainder of the Plan or any such Award shall remain in full force and effect. 79 SpartanNash Company Proxy Statement No Trust or Fund Created .  Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person.  To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate. Other Benefits .  No compensation or benefit awarded to or realized by any Participant under the Plan shall be included for the purpose of computing such Participant’s compensation or benefits under any pension, retirement, savings, profit sharing, group insurance, disability, severance, termination pay, welfare or other benefit plan of the Company, unless required by law or otherwise provided by such other plan. No Fractional Shares .  No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash shall be paid in lieu of any fractional Share or whether such fractional Share or any rights thereto shall be canceled, terminated or otherwise eliminated. Headings .  Headings are given to the sections and subsections of the Plan solely as a convenience to facilitate reference.  Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. Forfeiture .  All Awards under this Plan shall be subject to forfeiture and/or penalty conditions or provisions as determined by the Committee and set forth in the applicable Award Agreement. Section 10.Clawback or Recoupment In addition to such forfeiture and/or penalty conditions as specified in any Award Agreement, Awards under this Plan shall be subject to forfeiture or other penalties pursuant the SpartanNash Company Clawback Policy as amended from time to time. Section 11.Effective Date of the Plan The Plan was adopted by the Board on November 13, 2019.  The Plan shall be subject to approval by the shareholders of the Company at the annual meeting of shareholders of the Company to be held on the Shareholder Approval Date and the Plan shall be effective as of the date of such shareholder approval.  On and after shareholder approval of the Plan, no awards shall be granted under the Prior Plan, but all outstanding awards previously granted under the Prior Plan shall remain outstanding and subject to the terms of the Prior Plan. Section 12.Term of the Plan No Award shall be granted under the Plan, and the Plan shall terminate, on the tenth anniversary of the Shareholder Approval Date or any earlier date of discontinuation or termination established pursuant to Section 7(a) of the Plan.  Unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such dates, and the authority of the Committee provided for hereunder with respect to the Plan and any Awards, and the authority of the Board to amend the Plan, shall extend beyond the termination of the Plan. 80 SpartanNash Company Proxy Statement Annual Meeting of SpartanNash to be held on Wednesday, May 20, 2020 for Holders as of March 23, 2020 This proxy is being solicited on behalf of the Board of Directors INTERNET TELEPHONE VOTE BY: Go To www.proxypush.com/SPTN • Cast your vote online. • View Meeting Documents. 866-390-6271 OR • Use any touch-tone telephone. •Have your Proxy Card/Voting Instruction Form ready. • Follow the simple recorded instructions. MAIL OR • Mark, sign and date your Proxy Card/Voting Instruction Form. • Detach your Proxy Card/Voting Instruction Form. • Return your Proxy Card/Voting Instruction Form in the postage-paid envelope provided. The undersigned hereby appoints Dennis Eidson and Mark Shamber, and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of The Company Name which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS IN ITEM 1 AND FOR THE PROPOSALS IN ITEMS 2, 3 AND 4. PROXY TABULATOR FOR SPARTANNASH P.O. BOX 8016 CARY, NC 27512-9903 ANNUAL MEETING OF SPARTANNASH Date: May 20, 2020 Time: 9:00 a.m. (Local Time) Place: 850 76th Street SW, Byron Center, Michigan 49315 Please make your marks like this: Use dark black pencil or pen only The Board of Directors recommend a vote FOR all nominees, and FOR Proposals 2 and 3 and 4. 1: Election of Directors 01 M. Shân Atkins 02 Dennis Eidson 03 Frank M. Gambino 04 Douglas A. Hacker 05 Yvonne R. Jackson 06 Matthew Mannelly 07 Elizabeth A. Nickel 08 Hawthorne L. Proctor 09 William R. Voss 2: Approval of the Stock Incentive Plan of 2020 3: Say on Pay - Advisory approval of the Company’s executive compensation. 4: Proposal to ratify the appointment of Deloitte For & Touche LLP as independent auditors for the current fiscal year. For Against Abstain For For For Withhold Directors Recommend For For For For For For For For For Please separate carefully at the perforation and return just this portion in the envelope provided. Authorized Signatures - This section must be completed for your Instructions to be executed. Please Sign Here Please Date Above Please Sign Here Please Date Above Please sign exactly as your name(s) appears on your stock certificate. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy.     Proxy — SpartanNash Company Notice of 2016 Annual Meeting of Shareholders JW Marriott Hotel Grand Rapids 235 Louis St. NW Grand Rapids, Michigan 49503 Stockholders May 20, 2020, 9:00 a.m. (Eastern Daylight Time) This Proxy is Solicited byon Behalf of the Board of Directors for Annual Meeting – June 2, 2016 The undersigned appoints Dennis Eidson and David M. Staples, or eitherMark Shamber (the “Named Proxies”) and each of them eachas proxies for the undersigned, with thefull power of substitution, are hereby authorized to represent and vote the shares of common stock of SpartanNash, Delaware corporation (“the Company”), the undersigned with all the powers which the undersigned would possess if personally present,is entitled to vote at the Annual Meeting of ShareholdersStockholders of the SpartanNash Company to be held at the 850 76th Street SW, Byron Center, Michigan 49315, on June 2, 2016 orWednesday, May 20, 2020 at any postponement or adjournment9:00 a.m. (EDT) and all adjournments thereof. If this Proxy The purpose of the Annual Meeting is to take action on the following: 1. Election of Directors 2. Approval of the Stock Incentive Plan of 2020 3. Say on Pay - Advisory approval of the Company’s executive compensation 4. Proposal to ratify the appointment of Deloitte & Touche LLP as independent auditors for the current fiscal year. The Board of Directors of the Company recommends a vote “FOR” all nominees for director and “FOR” each proposal. This proxy, when properly executed, the shares represented by this Proxy will be voted asin the manner directed by the shareholder.herein. If no such directions are indicated, the Proxiesdirection is made, this proxy will have authority to vote FOR the election ofbe voted “FOR” all nominees named on this proxy as directors,for director and FOR the approval of the proposals identified in this Proxy. “FOR” each proposal. In their discretion, the Named Proxies are authorized to vote upon such other business asmatters that may properly come before the meeting. (ItemsAnnual Meeting or any adjournment or postponement thereof. You are encouraged to be voted appear on reverse side.) This card also serves as voting directionspecify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to Fidelity Management Trust Company (“Fidelity”), as trusteevote in accordance with the Board of the SpartanNash Company Savings Plus PlanDirectors’ recommendation. The Named Proxies cannot vote your shares unless you sign and the SpartanNash Company Savings Plus Plan for Union Associates. Shares held in these plans will be voted by Fidelity as directed by the plan participants. Unless otherwise required by law, shares for which Fidelity has not received voting instructions by three business days prior toreturn this card. To attend the meeting date will not be voted.and vote your shares in person, please mark this box. Please separate carefully at the perforation and return just this portion in the envelope provided.