sptn-8k_20180523.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 24, 2018

 

 

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 5.07Submission of Matters to a Vote of Security Holders.

 

The Company held its annual meeting of shareholders on May 23, 2018. 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 2019, by the following vote:

 

 

Votes Cast

 

 

For

Withheld

Broker Non-Votes

M. Shân Atkins

29,765,763

669,412

2,757,721

Dennis Eidson

29,774,040

661,135

2,757,721

Frank M. Gambino

29,763,195

671,980

2,757,721

Douglas A. Hacker

30,155,599

279,576

2,757,721

Yvonne R. Jackson

30,083,082

352,093

2,757,721

Matthew Mannelly

30,238,311

196,864

2,757,721

Elizabeth A. Nickels

29,777,434

657,741

2,757,721

Hawthorne L. Proctor

30,228,941

206,234

2,757,721

David M. Staples

30,224,442

210,733

2,757,721

Gregg A. Tanner

30,234,753

200,422

2,757,721

William R. Voss

30,211,075

224,100

2,757,721

 

 

 

2.

Shareholders approved, 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

28,564,578

Votes against

1,851,855

Abstentions

18,742

Broker Non-Votes

2,757,721


2

 


 

 

 

3.

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 29, 2018 by the following vote:  

 

Votes for

32,588,808

Votes against

594,327

Abstentions

9,761

Broker Non-Votes

0

 

 

Item 7.01Regulation FD Disclosure.

 

On May 24, 2018, the Company issued a press release announcing that Doug Hacker has been elected Lead Independent Director of the Board of Directors. The press release is attached to this report as Exhibit 99.1 and is incorporated here by reference.

 

The Company also issued a press release announcing the results of voting at the annual meeting. The press release is attached to this report as Exhibit 99.2 and is incorporated here by reference.

 

                    The information reported in this Item 7.01 (including the press releases) 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 Release dated May 24, 2018.

 

 

 

 

99.2

 

 

Press Release dated May 24, 2018.

 

 

3

 


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 thereunto duly authorized.

 

 

Date: May 24, 2018

SpartanNash Company

 

 

 

By:

 

/s/ Mark Shamber

 

 

Mark Shamber

Executive Vice President and

Chief Financial Officer