Grocery Outlet Holding Corp. 8-K

What Happened
Grocery Outlet Holding Corp. (GO) filed an 8-K on June 3, 2026 reporting the results of its June 1, 2026 annual meeting. Ten directors were re-elected to the Board to serve until the 2027 annual meeting: Frances L. Allen; John "Jeb" E. Bachman; Mary Kay Haben; Carey F. Jaros; Michael K. Kobayashi; Eric J. Lindberg, Jr.; Lawrence "Chip" P. Molloy; Jason Potter; Felicia D. Thornton; and Jeffrey R. York. The company also reported that Deloitte & Touche LLP was ratified as independent auditor for fiscal 2026 (for year ending Jan 2, 2027) and that the non-binding "say-on-pay" advisory vote and a frequency vote on executive compensation were approved, with the company deciding to hold future advisory votes on compensation every year.

Key Details

• Annual meeting date: June 1, 2026; 8-K filed June 3, 2026.
• All 10 director nominees were re-elected; notable opposition totals: Eric J. Lindberg, Jr. received 9,598,222 votes against; Jeffrey R. York received 10,773,593 votes against. Broker non-votes for director elections: 7,386,601.
• Auditor ratification: Deloitte & Touche LLP approved — For: 88,142,042; Against: 158,385; Abstain: 192,103.
• Say-on-pay: advisory approval — For: 79,042,800; Against: 1,842,674; Abstain: 220,455; Broker non-vote: 7,386,601. Frequency vote: stockholders chose annual votes — One year: 80,293,428; Two years: 12,814; Three years: 734,033; Abstain: 65,654. Company will hold annual advisory votes on executive compensation.

Why It Matters
For investors, the filing confirms the board and auditor remained in place and that shareholders endorsed the company's executive compensation program in a non-binding vote. The relatively large against votes for two directors (Lindberg and York) are factual results investors and governance-focused shareholders may monitor as indicators of shareholder sentiment toward parts of the board. The decision to hold annual say-on-pay votes means executive pay will be reviewed by shareholders each year (non-binding), which affects ongoing governance and shareholder engagement.