United States securities and exchange commission logo
March 25, 2022
Jonathan Duskin
CEO and PM
Macellum Capital Management LLC
99 Hudson Street, 5th Floor
New York, NY 10013
Re: SpartanNash Co
Preliminary Proxy
Statement on Schedule 14A filed by Macellum Hudson
Fund, LP et al.
Filed March 18,
2022
File No. 0-31127
Dear Mr. Duskin:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
The Board Has Overseen Long-Term Share Price Underperformance, page 10
1. Footnote 2 to the table
on page 10 refers to the 14 companies identified therein as ISS
Peers and ISS
Peer Group. Please revise the footnote to clarify whether ISS in fact
identified this set of
companies as the Company s peers. It is our understanding that this
is not the same peer
group identified by ISS for the Company s 2021 Annual Meeting of
Shareholders.
We Have Concerns with the Board's Ineffective Succession Planning, page
12
2. The following statement
appears to impugn the character, integrity and personal
reputation of Messrs.
Sarsam and Monaco without adequate factual foundation:
Neither Mr.
Sarsam nor Mr. Monaco have grocery experience and a review of their
Jonathan Duskin
FirstName LastNameJonathan
Macellum Capital ManagementDuskin
LLC
Comapany
March NameMacellum Capital Management LLC
25, 2022
March2 25, 2022 Page 2
Page
FirstName LastName
prior respective roles at Borden Dairy indicates that they drove
that company into
bankruptcy.
Please do not use these or similar statements in the proxy statement
without providing a
proper factual foundation for the statements. In addition, as to
matters for which the
Investor Group does have a proper factual foundation, please avoid
making statements
about those matters that go beyond the scope of what is reasonably
supported by the
factual foundation. Please note that characterizing a statement as one
s opinion or belief
does not eliminate the need to provide a proper factual foundation for
the statement; there
must be a reasonable basis for each opinion or belief that the filing
persons express.
Please refer to Note (b) to Rule 14a-9.
We Believe Meaningful Board Change and a Strategic Alternatives Process is in
the Best
Interests of All Shareholders, page 13
3. This section states that the Investor Group has nominated three
highly qualified
directors. It is our understanding that on December 8, 2021,
Macellum Home Fund, LP
delivered notice to the Company of its intent to nominate five
candidates for election to
the Board of Directors at the 2022 Annual Meeting and as of the date
of the filing of the
Investor Group s proxy statement, the Company has not received
notice from Macellum
Home Fund, LP that it has withdrawn two of its nominees. Please advise
or revise to
clarify.
Proposal No. 2 Advisory Vote on Named Executive Officers Compensation, page 20
4. Disclosure on this page indicates that [d]uring the same period,
the Company s top five
executives took home $59.4 million or a 63% increase in compensation,
while EBITDA
barely increased. Please clarify whether the reference to $59.4
million reflects the
change in compensation between fiscal 2020 and 2014, similar to the
63% reference, or
instead reflects the aggregate compensation received by the officers
for fiscal years 2014
through 2020.
5. Page 20 also includes the statement [i]n its evaluation of the
Company s executive
compensation plan for the 2021 Annual Meeting [ISS] noted its
concern, highlighting
Mr. Sarsam s high compensation as well as single-trigger equity
vesting arrangements
that, upon a change-in-control, may result in an economic windfall to
the Company s
executive officer. It is our understanding that the ISS Report did
not state or imply that
Mr. Sarsam s compensation was high. In contrast, the ISS
Report presented
information that the median CEO pay of the Company s ISS Selected
Peer Group was
2.5x higher than Mr. Sarsam s total compensation. Further, ISS
reported that the
Company s named executive officers had change-in-control severance
agreements with
double-trigger cash severance triggers and that those few
Company equity award
arrangements that had single-trigger vesting were legacy equity
awards adopted before
2016. Please advise or revise.
Jonathan Duskin
Macellum Capital Management LLC
March 25, 2022
Page 3
6. Disclosure on this page also states that [i]n our view, the Company
s compensation plan
for named executive officers lacks alignment with shareholders, which
may be the result
of a Board that lacks any significant ownership in the Company in
fact, the current
directors own less than 0.1% of the Company s outstanding stock. It
is our
understanding that the Company s current directors own 1.42% of the
Company s
common stock in aggregate based on the number of outstanding shares as
of February 28,
2022 and based on the Company s definitive proxy statement for the
2021 Annual
Meeting of Shareholders and Form 4s subsequently filed by the Company
s current
directors. Please advise or revise.
Incorporation by Reference, page 26
7. Please advise us when the Investor Group anticipates distributing the
proxy statement.
Given that reliance on Exchange Act Rule 14a-5(c) is impermissible at
any time before
the registrant distributes its proxy statement, the Investor Group will
accept all legal risk
in connection with distributing the initial definitive proxy statement
without all required
disclosures and should undertake to subsequently provide any omitted
information in a
supplement in order to mitigate that risk.
General
8. We note disclosure throughout the proxy statement that the Investor
Group will be
distributing a white proxy card. We also note that in a press release
filed on February 7,
2022 as soliciting material pursuant to Exchange Act Rule 14a-12 on Form
8-K, the
Company stated that it intended to file a proxy statement and
accompanying white proxy
card in connection with its solicitation of proxies for the 2022 annual
meeting of
shareholders. Please advise whether the Investor Group intends to use a
color of proxy
card other than white.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Perry Hindin at 202-551-3444.
Sincerely,
FirstName LastNameJonathan Duskin
Division of
Corporation Finance
Comapany NameMacellum Capital Management LLC
Office of
Mergers & Acquisitions
March 25, 2022 Page 3
cc: Elizabeth Gonzalez-Sussman
FirstName LastName