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):
July 18, 2017 (July 17, 2017)


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 2017 Annual Meeting of Stockholders on July 17, 2017.  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.
 
464,770,226
 
49,445,782
 
2,986,176
 
320,174,278
Bruce G. Bodaken
 
477,953,549
 
35,815,351
 
3,433,284
 
320,174,278
David R. Jessick
 
472,131,698
 
41,982,672
 
3,087,814
 
320,174,278
Kevin E. Lofton
 
481,799,040
 
32,052,691
 
3,350,453
 
320,174,278
Myrtle S. Potter
 
481,612,103
 
32,311,242
 
3,278,839
 
320,174,278
Michael N. Regan
 
466,751,575
 
47,432,815
 
3,017,794
 
320,174,278
Frank A. Savage
 
481,555,042
 
32,208,384
 
3,438,758
 
320,174,278
John T. Standley
 
455,990,232
 
43,129,384
 
18,082,568
 
320,174,278
Marcy Syms
 
468,516,136
 
45,785,726
 
2,900,322
 
320,174,278

(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
783,512,050
 
45,808,434
 
8,055,978
 
0

(c)
The stockholders approved, on an advisory basis, the compensation of Rite Aid’s Named Executive Officers as set forth in Rite Aid’s proxy statement for the 2017 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
451,055,728
 
62,525,067
 
3,621,389
 
320,174,278






 
(d)
The stockholders recommended, on an advisory basis, a one year frequency of future advisory on the compensation of Rite Aid’s Named Executive Officers.  The number of shares cast in favor of a one year frequency of future advisory votes, the number cast in favor of a two year frequency of future advisory votes, the number cast in favor of a three year frequency of future advisory votes, and the number abstaining were as follows:

One Year
 
Two Years
 
Three Years
 
Abstain
460,594,469
 
3,075,268
 
45,724,758
 
7,807,689

In consideration of the stockholder vote at the 2017 Annual Meeting of Stockholders on the frequency proposal, at a meeting of Rite Aid’s Board of Directors held immediately following the 2017 Annual Meeting of Stockholders, the Board decided that Rite Aid will hold an advisory “say-on-pay” vote every year in connection with its annual meeting of stockholders until the next stockholder vote on the frequency of “say-on-pay” votes, which will be no later than Rite Aid’s annual meeting of stockholders in 2023.








 
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: July 18, 2017
By:
/s/ James J. Comitale
 
 
Name:    
James J. Comitale
 
 
Title:
Senior Vice President, General Counsel