---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-24-007470"
form_type: "8-K"
ticker: "NGVC"
cik: "0001547459"
company_name: "Natural Grocers by Vitamin Cottage, Inc."
filed_at: "2024-03-12T23:59:59+00:00"
generated_at: "2026-06-04T23:00:15.549196+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Natural Grocers shareholders approve 600K share reserve increase, reelect directors

## Summary
- Shareholders approved amending 2012 Omnibus Incentive Plan: +600K shares reserved, term extended to July 19, 2034.
- Elected Heather Isely, Kemper Isely, Edward Cerkovnik as Class III directors for three-year terms.
- Ratified KPMG as independent auditor for fiscal year ending September 30, 2024.
- Advisory say-on-pay approved (20.4M for, 0.1M against); future votes set every three years.
- All proposals passed with >94% of outstanding shares represented at the annual meeting.

## SEC filing metadata
- accession: 0001437749-24-007470
- form_type: 8-K
- ticker: NGVC
- cik: 0001547459
- company_name: Natural Grocers by Vitamin Cottage, Inc.
- filed_at: 2024-03-12T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1547459/000143774924007470/0001437749-24-007470-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1547459/000143774924007470/ngvc20240311_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-24-007470
- JSON: https://secwatch.observer/filing/0001437749-24-007470.json
- Plain text: https://secwatch.observer/filing/0001437749-24-007470.txt

## Key facts
- Shareholder Votes
  Natural Grocers by Vitamin Cottage, Inc. shareholders approved Advisory vote to approve compensation paid to named executive officers at the 2024-03-06 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2024-03-06
  source text: The votes cast on Proposal No. 3 were as follows: For Against Abstain Broker Non-Votes Approval, on an advisory basis, of compensation paid to the Company’s Named Executive Officers (“NEOs”) 20,401,188 107,047 22,910 1,083,102
  evidence_url: https://www.sec.gov/Archives/edgar/data/1547459/000143774924007470/0001437749-24-007470-index.htm
- Shareholder Votes
  Natural Grocers by Vitamin Cottage, Inc. shareholders approved Advisory vote on frequency of future advisory votes on executive compensation at the 2024-03-06 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2024-03-06
  source text: The votes cast on Proposal No. 4 were as follows: Every 1 Year Every 2 Years Every 3 Years Abstain Broker Non-Votes Frequency of future advisory votes on compensation paid to the Company’s NEOs 4,992,562 22,076 15,510,326 6,181 1,083,102
  evidence_url: https://www.sec.gov/Archives/edgar/data/1547459/000143774924007470/0001437749-24-007470-index.htm
- Shareholder Votes
  Natural Grocers by Vitamin Cottage, Inc. shareholders approved Ratification of appointment of KPMG LLP as independent registered public accounting firm for fiscal year ending September 30, 2024 at the 2024-03-06 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2024-03-06
  source text: The votes cast on Proposal No. 2 were as follows: For Against Abstain Appointment of KPMG 21,424,440 170,661 19,146
  evidence_url: https://www.sec.gov/Archives/edgar/data/1547459/000143774924007470/0001437749-24-007470-index.htm
- Shareholder Votes
  Natural Grocers by Vitamin Cottage, Inc. shareholders approved Approval of amendments to the 2012 Omnibus Incentive Plan to increase shares by 600,000 and extend term to July 19, 2034 at the 2024-03-06 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2024-03-06
  source text: The votes cast on Proposal No. 5 were as follows: For Against Abstain Broker Non-Votes Amendments to the 2012 Plan 19,450,856 1,036,887 43,402 1,083,102
  evidence_url: https://www.sec.gov/Archives/edgar/data/1547459/000143774924007470/0001437749-24-007470-index.htm
- Shareholder Votes
  Natural Grocers by Vitamin Cottage, Inc. shareholders approved Election of Heather Isely, Kemper Isely and Edward Cerkovnik as Class III directors at the 2024-03-06 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-03-06
  source text: The votes cast on Proposal No. 1 were as follows: For Withheld Broker Non-Votes Heather Isely 15,283,849 5,247,296 1,083,102 Kemper Isely 15,262,363 5,268,782 1,083,102 Edward Cerkovnik 18,481,117 2,050,028 1,083,102
  evidence_url: https://www.sec.gov/Archives/edgar/data/1547459/000143774924007470/0001437749-24-007470-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.