Grocery Outlet shareholders approve special meeting right and officer exculpation; board adopts amended bylaws

Grocery Outlet Holding Corp.

Shareholders approved charter amendments: special meeting right (86.56% of outstanding shares) and officer exculpation (75.59%).
Amendments effective June 4, 2025 with filing of Restated Certificate of Incorporation.
Board adopted Amended Bylaws on June 3, 2025; includes 25% net long ownership threshold to call special meeting.
Annual meeting re-elected directors Carey F. Jaros, Eric J. Lindberg, Jr., and Jason Potter; ratification of Deloitte & Touche.
Say-on-pay resolution passed with 79,108,489 votes in favor (approx. 90.2% of votes cast).

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Grocery Outlet Holding Corp.: Amended Restated Certificate of Incorporation to provide stockholders the right to call special meetings and permit officer exculpation consistent with DGCL changes (effective 2025-06-04).

Change: charter amendment
Effective: 2025-06-04

Exact text from the filing

to: (a) provide the Company’s stockholders with the right to call a special meeting of the stockholders as provided in the bylaws of the Company and (b) permit the exculpation of officers consistent with changes to the Delaware General Corporation Law

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Grocery Outlet Holding Corp.: Amended and restated bylaws to implement procedural safeguards for stockholder special meeting requests, including ownership thresholds, disclosure requirements, and other conforming changes (effective 2025-06-03).

Change: bylaw amendment
Effective: 2025-06-03

Exact text from the filing

on June 3, 2025, the Board amended and restated the bylaws of the Company (as so amended and restated, the “Amended Bylaws”), effective immediately

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Grocery Outlet Holding Corp. filing history →

Source: SEC EDGAR

accession 0001771515-25-000121

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