UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 9, 2022
SpartanNash Company
(Exact Name of Registrant as Specified in Charter)
| Michigan | | 000-31127 | | 38-0593940 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification no.) |
| | | |
850 76th Street, S.W. P.O. Box 8700 Grand Rapids, Michigan | | 49518-8700 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (616) 878-2000
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, no par value | | SPTN | | NASDAQ Global Select Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 9, 2022, SpartanNash Company (the “Company”) held its 2022 annual meeting of shareholders (the “Annual Meeting”). As of April 11, 2022, the record date for the determination of shareholders entitled to vote at the Annual Meeting (the “Record Date”), there were 36,146,733 shares of common stock outstanding and entitled to notice of and to vote at the Annual Meeting. 29,042,679 shares of common stock, or 80.35% of the common stock outstanding on the Record Date, were present in person or represented by proxy at the Annual Meeting, constituting a quorum.
Set forth below are (i) the matters voted upon at the Annual Meeting, which are more fully described in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 18, 2022, and (ii) the final certified results of the voting reported by First Coast Results, Inc., the independent Inspector of Election for the Annual Meeting.
Proposal 1 – Election of Directors
Shareholders elected each of the Company’s nominees, and did not elect any nominees of Macellum Home Fund, LP (“Macellum”), to serve until the 2023 annual meeting of shareholders of the Company and until such directors’ successors shall have been elected and qualified. The voting results for this proposal were as follows:
| | | For | | Withheld | |
| Company Nominees | | | | | |
| M. Shân Atkins | | 17,583,818 | | 303,048 | |
| Douglas A. Hacker | | 17,705,453 | | 181,413 | |
| Matthew M. Mannelly | | 27,406,623 | | 408,878 | |
| Julien R. Mininberg | | 27,553,796 | | 261,705 | |
| Jaymin B. Patel | | 27,440,129 | | 375,372 | |
| Hawthorne L. Proctor | | 27,489,679 | | 325,822 | |
| Pamela S. Puryear, Ph.D. | | 27,515,469 | | 300,032 | |
| Tony B. Sarsam | | 27,470,662 | | 344,839 | |
| William R. Voss | | 17,599,687 | | 287,179 | |
| | | | | | |
| Macellum Nominees | | | | | |
| Jonathan Duskin | | 2,763,775 | | 8,234,872 | |
| John E. Fleming | | 10,936,471 | | 62,176 | |
| Michael J. Lewis | | 10,642,789 | | 355,858 | |
Proposal 2 – Advisory Approval of the Company’s Named Executive Officer Compensation
Shareholders approved, on an advisory basis, the Company’s named executive officer compensation. The voting results for this proposal were as follows:
| For | | Against | | Abstained | | Broker Non-Votes |
| 24,717,378 | | 3,960,588 | | 206,876 | | 157,837 |
Proposal 3 – Approval of the SpartanNash Company Associate Stock Purchase Plan of 2022
Shareholders approved the SpartanNash Company Associate Stock Purchase Plan of 2022, including the reservation of 300,000 shares for issuance thereunder. The voting results for this proposal were as follows:
| For | | Against | | Abstained | | Broker Non-Votes |
| 27,330,477 | | 294,453 | | 1,259,912 | | 157,837 |
Proposal 4 – Ratification of the Selection of the Company’s Independent Certified Public Accounting Firm
Shareholders approved the ratification of the selection of Deloitte & Touche LLP as the Company’s independent certified public accounting firm for the fiscal year ending December 31, 2022. The voting results for this proposal were as follows:
| For | | Against | | Abstained |
| 27,301,468 | | 527,657 | | 1,213,554 |
No other matters were properly presented for consideration or shareholder action at the Annual Meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | SpartanNash Company |
| | | |
| Date: June 15, 2022 | By: | /s/ Ileana McAlary |
| | | Name: | Ileana McAlary |
| | | Title: | EVP and Chief Legal Officer & Secretary |
