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).

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