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): June 21, 2012

 

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):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

 

(e)          On June 21, 2012, the stockholders of Rite Aid approved the adoption of the Rite Aid Corporation 2012 Omnibus Equity Plan (the “2012 Plan”), which was previously approved by Rite Aid’s Compensation Committee and Board of Directors.  The 2012 Plan provides for the issuance of a maximum of 28,500,000 shares of Rite Aid Common Stock in connection with the grant of stock options (including both incentive stock options (“ISOs”) within the meaning of Section 422 of the Internal Revenue Code and nonqualified options, which are options that do not qualify as ISOs), stock appreciation rights, restricted stock, phantom units, stock bonus awards, and other equity-based awards valued in whole or in part by reference to, or otherwise based on, Rite Aid’s Common Stock.

 

A summary of the 2012 Plan was included in Rite Aid’s definitive proxy statement filed with the Securities and Exchange Commission on May 25, 2012 (the “Definitive Proxy Statement”) in connection with the 2012 Annual Meeting of Stockholders, under the section entitled “Description of Principal Features of the 2012 Plan” beginning on page 30 of the Definitive Proxy Statement.  The summary of the 2012 Plan in the Definitive Proxy Statement is qualified in its entirety by reference to the full text of the 2012 Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

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

 

Rite Aid held its 2012 Annual Meeting of Stockholders on June 21, 2012.  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.

 

588,247,672

 

38,518,572

 

1,405,197

 

227,684,562

 

François J. Coutu

 

617,071,982

 

9,763,341

 

1,336,118

 

227,684,562

 

Michel Coutu

 

608,593,469

 

18,221,724

 

1,356,248

 

227,684,562

 

James L. Donald

 

610,783,782

 

15,940,454

 

1,447,205

 

227,684,562

 

David R. Jessick

 

618,681,126

 

8,039,292

 

1,451,023

 

227,684,562

 

Michael N. Regan

 

618,752,544

 

8,018,451

 

1,400,446

 

227,684,562

 

Mary F. Sammons

 

616,924,961

 

9,995,551

 

1,250,929

 

227,684,562

 

John T. Standley

 

613,477,597

 

13,396,485

 

1,297,359

 

227,684,562

 

Marcy Syms

 

609,167,301

 

17,654,318

 

1,349,822

 

227,684,562

 

 

In addition, the holders of the 7% Series G Cumulative Convertible Pay-in-Kind Preferred Stock and 6% Series H Cumulative Convertible Pay-in-Kind Preferred Stock, voting together as a single class, separately from the holders of Common Stock, elected John M. Baumer to the Board of Directors.

 

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(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

 

834,569,433

 

17,078,618

 

4,207,952

 

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 2012 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

 

482,808,705

 

142,199,828

 

3,162,908

 

227,684,562

 

 

(d)         The stockholders approved the adoption of the 2012 Plan.  The number of shares cast in favor of the 2012 Plan, the number against, the number abstaining and broker non-votes were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-
Votes

 

499,112,734

 

125,882,237

 

3,176,470

 

227,684,562

 

 

(e)      The stockholders did not approve a stockholder proposal relating to a policy on gross-up payments.  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

 

154,228,689

 

470,327,439

 

3,615,313

 

227,684,562

 

 

(f)           The stockholders did not approve a stockholder proposal relating to performance award metrics.  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

 

129,626,836

 

486,222,259

 

12,322,346

 

227,684,562

 

 

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(g)          The stockholders did not approve a stockholder proposal relating to the relationships of the directors.  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

 

19,992,781

 

605,087,879

 

3,090,781

 

227,684,562

 

 

(h)         The stockholders did not approve a stockholder proposal relating to a compensation clawback policy introduced from the floor by Mr. Steven Krol.  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

 

257,916

 

627,913,525

 

0

 

227,684,562

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

10.1

Rite Aid Corporation 2012 Omnibus Equity Plan

 

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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: June 25, 2012

 

 

By:

/s/ Marc A. Strassler

 

 

Name:

Marc A. Strassler

 

 

Title:

Executive Vice President, General Counsel and Secretary

 

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Exhibit Index

 

Exhibit No.

 

Description

 

 

 

10.1

 

Rite Aid Corporation 2012 Omnibus Equity Plan

 

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