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):
November 5, 2018 (October 30, 2018)


Rite Aid Corporation
(Exact name of registrant as specified in its charter)


Delaware
1-5742
23-1614034
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification Number)
 
30 Hunter Lane, Camp Hill, Pennsylvania 17011
(Address of principal executive offices, including zip code)

(717) 761-2633
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)


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 (see General Instruction A.2. below):
 
☐
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.

Rite Aid Corporation (“Rite Aid”) held its 2018 Annual Meeting of Stockholders on October 30, 2018.  The following is a summary of the matters voted on at that meeting.

(a)
The stockholders elected Rite Aid’s nominees to the Board of Directors.  The persons elected to Rite Aid’s Board of Directors and the number of shares cast for, the number against, the number abstaining and broker non-votes, with respect to each of these persons, were as follows:

 
Name
  
For
 
Against
 
Abstain
 
Broker Non-Votes
 
Joseph B. Anderson, Jr.
  
373,524,467
  
119,006,570
  
4,778,539
  
417,926,508
 
Bruce G. Bodaken
  
286,293,600
  
206,156,296
  
4,859,680
  
417,926,508
 
Robert E. Knowling, Jr.
  
384,750,201
  
92,455,402
  
20,103,973
  
417,926,508
 
Kevin E. Lofton
  
381,883,657
  
110,068,326
  
5,357,593
  
417,926,508
 
Louis P. Miramontes
  
387,572,449
  
89,603,519
  
20,133,608
  
417,926,508
 
Arun Nayar
  
387,504,156
  
89,804,205
  
20,001,215
  
417,926,508
 
Michael N. Regan
  
280,397,308
  
212,084,725
  
4,827,543
  
417,926,508
 
John T. Standley
  
374,139,206
  
119,406,325
  
3,764,045
  
417,926,508
 
Marcy Syms
  
279,762,113
  
212,949,666
  
4,597,797
  
417,926,508

(b)
The stockholders ratified the appointment of Deloitte & Touche LLP as Rite Aid’s independent registered public accounting firm.  The number of shares cast in favor of the ratification of Deloitte & Touche LLP, the number against, the number abstaining and broker non-votes were as follows:

 
For
  
Against
  
Abstain
  
Broker Non-Votes
  
 
759,916,676
  
140,149,699
  
15,169,709
  
0
  

(c)
The stockholders did not approve, on an advisory basis, the compensation of Rite Aid’s Named Executive Officers as set forth in Rite Aid’s proxy statement for the 2018 Annual Meeting of Stockholders.  The number of shares cast in favor of the compensation of Rite Aid’s Named Executive Officers, the number against, the number abstaining and broker non-votes were as follows:

 
For
  
Against
  
Abstain
  
Broker Non-Votes
  
 
81,863,657
  
411,212,158
  
4,233,761
  
417,926,508
  


(d)
The stockholders approved a stockholder proposal seeking to adopt a policy that the chairman be an independent director.  The number of shares cast in favor of the stockholder proposal, the number against, the number abstaining and broker non-votes were as follows:

 
For
  
Against
  
Abstain
  
Broker Non-Votes
  
 
285,720,248
  
204,476,346
  
7,112,982
  
417,926,508
  

(e)
The stockholders approved a stockholder proposal seeking a sustainability report.  The number of shares cast in favor of the stockholder proposal, the number against, the number abstaining and broker non-votes were as follows:

 
For
  
Against
  
Abstain
  
Broker Non-Votes
  
 
386,917,139
  
96,902,265
  
13,490,172
  
417,926,508
  

(f)
The stockholders approved a stockholder proposal seeking a report on governance measures related to opioids.  The number of shares cast in favor of the stockholder proposal, the number against, the number abstaining and broker non-votes were as follows:

 
For
  
Against
  
Abstain
  
Broker Non-Votes
  
 
281,871,450
  
177,351,466
  
38,086,660
  
417,926,508
  



 
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 hereto duly authorized.

Date: November 5, 2018
By:
/s/ James J. Comitale
 
 
Name:
James J. Comitale
 
 
Title:
Senior Vice President, General Counsel