Grocery Outlet (GO) details 2026 director, auditor and say-on-pay votes

Rhea-AI Filing Summary

Grocery Outlet Holding Corp. reported the results of its 2026 annual stockholder meeting held on June 1, 2026. Stockholders re-elected ten directors to the Board, with most nominees receiving over 80 million "For" votes; the lowest support levels were for Eric J. Lindberg, Jr. and Jeffrey R. York, who received 71,285,585 and 70,124,702 "For" votes, respectively.

Stockholders approved the ratification of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending January 2, 2027, with 88,142,042 votes "For". They also approved a non-binding advisory vote on executive compensation for the fiscal year ended January 3, 2026, with 79,042,800 votes "For". In addition, stockholders recommended holding future advisory votes on executive compensation every year, with 80,293,428 votes for the one-year frequency, and the Company plans to follow this annual schedule until the next frequency vote.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Director votes – Frances L. Allen: 80,439,794 For Director votes – Eric J. Lindberg, Jr.: 71,285,585 For Director votes – Jeffrey R. York: 70,124,702 For +3 more

6 metrics

Director votes – Frances L. Allen 80,439,794 For Election to Board at 2026 annual meeting

Director votes – Eric J. Lindberg, Jr. 71,285,585 For Election to Board at 2026 annual meeting

Director votes – Jeffrey R. York 70,124,702 For Election to Board at 2026 annual meeting

Auditor ratification For votes 88,142,042 For Ratification of Deloitte & Touche LLP for FY ending January 2, 2027

Say-on-pay For votes 79,042,800 For Advisory vote on executive compensation for FY ended January 3, 2026

One-year say-on-pay frequency votes 80,293,428 For Advisory vote on frequency of executive compensation votes

Key Terms

broker non-vote, independent registered public accounting firm, non-binding advisory resolution, broker Non-Vote, +1 more

5 terms

broker non-vote financial

"Each director received the number of votes set forth below. [TABLE] Name | For | Against | Abstain | Broker Non-Vote"

independent registered public accounting firm financial

"The ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending January 2, 2027"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding advisory resolution financial

"The non-binding advisory resolution on the compensation of the Company’s named executive officers for the fiscal year ended January 3, 2026 was approved by stockholders."

A non-binding advisory resolution is a shareholder vote that expresses investors’ opinion or recommendation but does not legally force the company to act. Think of it like a public survey: management can ignore it, but a strong vote for or against signals investor sentiment, can sway board behavior or policy decisions, and may influence market perception and future, potentially binding, actions.

broker Non-Vote financial

"For | Against | Abstain | Broker Non-Vote 79,042,800 | 1,842,674 | 220,455 | 7,386,601"

frequency of these votes financial

"the Company has determined to hold future votes on executive compensation every year until the next stockholder vote on the frequency of these votes."

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Understanding 8-K Material Events →

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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 Earliest Event reported):

June 1, 2026

Grocery Outlet Holding Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-38950

47-1874201

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

5650 Hollis Street, Emeryville, California

94608

(Address of principal executive offices)

(Zip Code)

(510) 845-1999

(Registrant's telephone number, including area code)

___________________________________

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol			Name of each exchange on which registered
Common stock, par value $0.001 per share			GO			Nasdaq Global Select Market

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.

(a)    The Company held its 2026 annual meeting of stockholders (the "Annual Meeting") on June 1, 2026.

(b)    The voting results from the Annual Meeting were as follows:

1.Each of the following ten directors were re-elected to the Company's Board of Directors, to serve until the Company's 2027 annual meeting of stockholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service. Each director received the number of votes set forth below.

Name						For						Against												Abstain						Broker Non-Vote
Frances L. Allen						80,439,794						434,267												231,868						7,386,601
John "Jeb" E. Bachman						80,151,617						727,576												226,736						7,386,601
Mary Kay Haben						76,889,676						3,985,086												231,167						7,386,601
Carey F. Jaros						79,949,819						924,420												231,690						7,386,601
Michael K. Kobayashi						80,285,000						594,493												226,436						7,386,601
Eric J. Lindberg, Jr.						71,285,585						9,598,222												222,122						7,386,601
Lawrence "Chip" P. Molloy						80,205,199						668,999												231,731						7,386,601
Jason Potter						80,330,367						572,989												202,573						7,386,601
Felicia D. Thornton						80,448,816						425,807												231,306						7,386,601
Jeffrey R. York						70,124,702						10,773,593												207,634						7,386,601

2.The ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending January 2, 2027 was approved by stockholders. The voting results were as follows:

For						Against												Abstain
88,142,042						158,385												192,103

3.The non-binding advisory resolution on the compensation of the Company’s named executive officers for the fiscal year ended January 3, 2026 was approved by stockholders. The voting results were as follows:

For						Against												Abstain						Broker Non-Vote
79,042,800						1,842,674												220,455						7,386,601

4.The stockholders approved a non-binding advisory resolution to hold future advisory votes on the compensation of the Company’s named executive officers every year. Stockholders had the option of recommending an advisory vote every year, every two years, or every three years or abstaining from making a recommendation. Each option received the number of votes set forth below.

One Year						Two Years						Three Years												Abstain						Broker Non-Vote
80,293,428						12,814						734,033												65,654						7,386,601

In consideration of the stockholder vote, the Company has determined to hold future votes on executive compensation every year until the next stockholder vote on the frequency of these votes.

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 hereunto duly authorized.

Grocery Outlet Holding Corp.

Date:

June 3, 2026

By:

/s/ Luke D. Thompson

Name:

Luke D. Thompson

Title:

Executive Vice President, General Counsel and Secretary

FAQ

What did Grocery Outlet (GO) stockholders approve at the 2026 annual meeting?

Stockholders re-elected ten directors, ratified Deloitte & Touche LLP as auditor, approved the non-binding advisory vote on executive compensation, and recommended holding future say-on-pay votes every year, based on the voting results disclosed for each proposal.

How did Grocery Outlet (GO) directors fare in the 2026 election vote?

All ten director nominees were re-elected. Most received over 80 million votes "For", while Eric J. Lindberg, Jr. and Jeffrey R. York received 71,285,585 and 70,124,702 "For" votes, respectively, alongside "Against", "Abstain", and broker non-vote tallies.

Did Grocery Outlet (GO) stockholders ratify Deloitte & Touche LLP as auditor?

Yes. Stockholders ratified Deloitte & Touche LLP as Grocery Outlet’s independent registered public accounting firm for the fiscal year ending January 2, 2027, with 88,142,042 votes "For", 158,385 "Against", and 192,103 "Abstain" recorded in the results.

What were the 2026 say-on-pay results for Grocery Outlet (GO)?

The non-binding advisory resolution on compensation of named executive officers for the fiscal year ended January 3, 2026 was approved, receiving 79,042,800 votes "For", 1,842,674 "Against", 220,455 "Abstain", and 7,386,601 broker non-votes reported.

How often will Grocery Outlet (GO) hold future say-on-pay votes?

Stockholders recommended an advisory vote on executive compensation every year, with 80,293,428 votes for a one-year frequency. The Company has determined it will hold future votes annually until the next stockholder vote on the frequency of these advisory votes.

What were the frequency-of-say-on-pay voting options at Grocery Outlet (GO)?

Stockholders could recommend say-on-pay votes every year, two years, or three years, or abstain. The vote totals were 80,293,428 for one year, 12,814 for two years, 734,033 for three years, and 65,654 abstentions, plus 7,386,601 broker non-votes recorded.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB