sptn-8k_20160602.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): June 2, 2016

 

 

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)).

 

 

 


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

 

As previously announced, Craig C. Sturken concluded his service as Chairman and a director of SpartanNash Company on June 2, 2016. The Board of Directors has appointed Dennis Eidson, the Company’s President and Chief Executive Officer, to succeed Mr. Sturken as Chairman of the Board. Mr. Eidson will receive no additional compensation for his services as Chairman.   

 

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

 

The Company held its annual meeting of shareholders on June 2, 2016. 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

31,648,933

169,656

2,622,577

Mickey P. Foret

31,768,608

49,981

2,622,577

Dennis Eidson

30,733,052

1,085,537

2,622,577

Frank M. Gambino

31,650,600

167,989

2,622,577

Douglas A. Hacker

31,648,306

170,283

2,622,577

Yvonne R. Jackson

31,790,627

27,962

2,622,577

Elizabeth A. Nickels

31,651,799

166,790

2,622,577

Timothy J. O’Donovan

31,647,047

171,542

2,622,577

Hawthorne L. Proctor

31,784,316

34,273

2,622,577

William R. Voss

31,766,214

52,375

2,622,577

 

 

 

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

30,541,551

Votes against

1,178,780

Abstentions

98,258

Broker Non-Votes

2,622,577

 

 

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 31, 2016 by the following vote:  

 

Votes for

34,270,331

Votes against

155,681

Abstentions

15,154

Broker Non-Votes

0

 

2

 


 

Item 7.01Regulation FD Disclosure.

 

On June 2, 2016, 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 June 2, 2016.

 

 

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: June 2, 2016

SpartanNash Company

 

 

 

By:

 

/s/ Christopher P. Meyers

 

 

Christopher P. Meyers

Executive Vice President and

Chief Financial Officer