Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - SpartanNash Co | sptn-ex991_6.htm |
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 23, 2017
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
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 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced, Dennis Eidson retired as Chief Executive Officer of the Company effective as of May 23, 2017. David M. Staples succeeded Mr. Eidson as Chief Executive Officer as of the same date. Mr. Eidson will continue to serve as Chairman of the Board of Directors. The information included under Item 5.02 of the Company’s Current Report on Form 8-K filed on March 2, 2017 is incorporated herein by reference.
Item 5.07Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders on May 23, 2017. At that 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 2017, by the following vote: |
|
|
Votes Cast |
||
|
|
|||
|
|
For |
Withheld |
Broker Non-Votes |
|
M. Shân Atkins |
31,312,355 |
845,535 |
2,418,698 |
|
Dennis Eidson |
31,955,506 |
202,384 |
2,418,698 |
|
Mickey P. Foret |
32,012,296 |
145,594 |
2,418,698 |
|
Frank M. Gambino |
31,302,394 |
855,496 |
2,418,698 |
|
Douglas A. Hacker |
31,935,761 |
222,129 |
2,418,698 |
|
Yvonne R. Jackson |
31,990,524 |
167,366 |
2,418,698 |
|
Elizabeth A. Nickels |
31,311,472 |
846,418 |
2,418,698 |
|
Timothy J. O’Donovan |
31,299,514 |
858,376 |
2,418,698 |
|
Hawthorne L. Proctor |
32,015,570 |
142,320 |
2,418,698 |
|
David M. Staples |
31,977,002 |
180,888 |
2,418,698 |
|
William R. Voss |
32,002,239 |
155,651 |
2,418,698 |
|
|
2. |
Shareholders voted, 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: |
|
Votes for |
30,662,009 |
|
Votes against |
1,445,063 |
|
Abstentions |
50,818 |
|
Broker Non-Votes |
2,418,698 |
2
|
|
3. |
Shareholders approved, on a non-binding advisory basis, a frequency of “one year” for future advisory votes on executive compensation as follows: |
|
1 Year |
23,854,034 |
|
2 Years |
40,454 |
|
3 Years |
8,218,063 |
|
Abstentions |
45,339 |
|
Broker Non-Votes |
2,418,698 |
Based upon these results, and consistent with the Board's recommendation, the Board of Directors has determined that advisory votes on executive compensation will be submitted to shareholders on an annual basis until the next required vote on the frequency of such votes.
|
|
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 December 30, 2017 by the following vote: |
|
Votes for |
33,776,633 |
|
Votes against |
796,556 |
|
Abstentions |
3,399 |
|
Broker Non-Votes |
0 |
Item 7.01Regulation FD Disclosure.
On May 24, 2017, 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 release) 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:
|
Exhibit No. |
|
Description |
|
|
|
|
|
99.1 |
|
Press Released dated May 24, 2017. |
3
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.
|
Date: May 24, 2017 |
SpartanNash Company |
|
|
|
|
|
|
|
By: |
/s/ Christopher P. Meyers |
|
|
|
Christopher P. Meyers Executive Vice President and Chief Financial Officer |