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): May 26, 2020
SpartanNash Company
(Exact Name of Registrant as Specified in Charter)
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Michigan | | 000-31127 | | 38-0593940 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification no.) |
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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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 20, 2020, SpartanNash Company (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders approved the adoption of the SpartanNash Company Stock Incentive Plan of 2020 (the “Plan”). The description of the Plan contained in the Company’s Definitive Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (the “Commission”) on April 8, 2020 is incorporated by reference herein.
Item 5.07Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s shareholders voted on the matters set forth below:
1. | All of the nominees for election to the Board of Directors were elected, each for a term of office expiring at the annual meeting of shareholders to be held in 2021, by the following vote: |
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| Votes Cast |
|
Director Name | For | Withheld | Broker Non-Votes |
M. Shân Atkins | 27,018,101 | 1,241,479 | 3,384,664 |
Dennis Eidson | 27,713,541 | 546,039 | 3,384,664 |
Frank M. Gambino | 27,213,729 | 1,045,851 | 3,384,664 |
Douglas A. Hacker | 27,837,144 | 422,436 | 3,384,664 |
Yvonne R. Jackson | 27,459,057 | 800,523 | 3,384,664 |
Matthew Mannelly | 27,874,831 | 384,749 | 3,384,664 |
Elizabeth A. Nickels | 27,282,267 | 977,313 | 3,384,664 |
Hawthorne L. Proctor | 28,143,545 | 116,035 | 3,384,664 |
William R. Voss | 27,765,203 | 494,377 | 3,384,664 |
2. | Shareholders approved the adoption of the Plan, as described above, by the following vote, with 93.08% of total votes cast on the proposal (excluding broker non-votes) voting “FOR” adoption of the Plan: |
Votes for | 26,305,244 |
Votes against | 1,849,538 |
Abstentions | 104,798 |
Broker Non-Votes | 3,384,664 |
3. | Shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement, by the following vote, with 91.48% of total votes cast on the proposal (excluding broker non-votes) voting “FOR” approval of the compensation of the Company’s named executive officers: |
Votes for | 25,851,752 |
Votes against | 2,231,383 |
Abstentions | 176,445 |
Broker Non-Votes | 3,384,664 |
4. | Shareholders approved a proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent auditors for the current fiscal year ending January 2, 2021 by the following vote, with 95.88% of total votes cast on the proposal voting “FOR” approval of the ratification of the selection of the Company’s independent auditors: |
Votes for | 30,339,232 |
Votes against | 1,251,921 |
Abstentions | 53,092 |
Broker Non-Votes | 0 |
Item 7.01Regulation FD Disclosure.
On May 26, 2020, the Company issued a press release announcing the results of voting at the Annual Meeting. The press release is attached to this report as Exhibit 99.1 and is incorporated here by reference.
The information reported in this Item 7.01 (including the press releases) is furnished to and not "filed" with the Commission for the purposes of the Securities Exchange Act of 1934, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits: The following document is attached as an exhibit to this report on Form 8-K:
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 thereunto duly authorized.
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Date: May 26, 2020 | SpartanNash Company |
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| By: | /s/ Mark Shamber |
| | Mark Shamber Executive Vice President and Chief Financial Officer |
