UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 1)
| Filed by the Registrantx |
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| Filed by a Party other than the Registrant¨ |
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| Check the appropriate box: |
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material under §240.14a-12 |
| RITE AID CORPORATION |
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(Name of Registrant as Specified In Its Charter)
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| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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| | (2) | Aggregate number of securities to which transaction applies:
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| | (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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EXPLANATORY NOTE
On May 26, 2020, Rite Aid Corporation (the “Company”) filed a definitive proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission. Due to a clerical error, the Director Compensation Table for Fiscal Year 2020 on page 26 of the Proxy Statement omitted information in the column entitled “Total,” which represents the sum of the preceding columns. In all other respects, the table and related footnotes were correct as filed. This Amendment is being filed to provide the omitted information. The corrected table appears below with the footnotes that were provided with the original table. Except as described herein, this Amendment does not modify or update any disclosures presented in the Proxy Statement. In addition, this Amendment does not reflect events occurring after the date of the Proxy Statement or modify or update disclosures that may have been affected by subsequent events.
DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2020
The following Director Compensation Table sets forth fees, awards, and other compensation paid to or earned by our non-management directors who served during the fiscal year ended February 29, 2020:
| Name | | Fees
Paid in
Cash ($) | | Stock
Awards
($)(1)(2) | | Option
Awards
($) | | Non-Equity
Incentive
Plan
Compensation
($) | | Change In
Nonqualified
Deferred
Compensation ($) | | All Other
Compensation
($) | | Total
($) |
| Elizabeth ‘Busy’ Burr | | 79,750 | | 119,966 | | | | | | | | | | 199,716 |
| Bruce G. Bodaken | | 200,000 | | 119,966 | | — | | — | | — | | — | | 319,966 |
| Robert E. Knowling, Jr. | | 110,000 | | 119,966 | | — | | — | | — | | — | | 229,966 |
| Kevin E. Lofton | | 110,000 | | 119,966 | | — | | — | | — | | — | | 229,966 |
| Louis P. Miramontes | | 120,000 | | 119,966 | | — | | — | | — | | — | | 239,966 |
| Arun Nayar | | 110,000 | | 119,966 | | — | | — | | — | | — | | 229,966 |
| Katherine B. Quinn | | 72,500 | | 119,966 | | | | | | | | | | 192,466 |
| Marcy Syms | | 100,000 | | 119,966 | | — | | — | | — | | — | | 219,966 |
| Joseph B. Anderson, Jr.(3) | | 27,750 | | — | | — | | — | | — | | — | | 27,750 |
| Michael N. Regan(3) | | 30,525 | | — | | — | | — | | — | | — | | 30,525 |
| (1) | Represents the grant date fair value of stock awards granted in fiscal year 2020 in accordance with Financial Accounting Standards Board (“FASB”) Topic 718. For information regarding the assumptions used in determining the fair value of an award, please refer to Note 17 to our financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended February 29, 2020, filed with the SEC on April 27, 2020. Delivery of the shares underlying the stock awards is deferred until the directors’ separation from services. |
| (2) | The number of unvested restricted stock awards outstanding as of February 29, 2020 for each director is detailed in the table below. |
| Name | Grant Date | Number of
Stock
Awards (#) |
| Elizabeth ‘Busy’ Burr | | — |
| Bruce G. Bodaken | July 17, 2017 | 259 |
| Kevin E. Lofton | July 17, 2017 | 259 |
| Louis P. Miramontes | | — |
| Katherine B. Quinn | | — |
| Marcy Syms | July 17, 2017 | 259 |
| Joseph B. Anderson, Jr. | | — |
| Michael N. Regan | | — |
| (3) | Each of Mr. Anderson and Mr. Regan served as a member of the Board through April 10, 2019. Upon their separation from the Board, each of Mr. Anderson and Mr. Regan became vested in 259 shares of our stock remaining from the grant of RSUs made on July 17, 2017. |
