What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-03-02 compared with 2021-03-02 · 40 added, 75 removed, 314 unchanged (27% of the section changed)

41 unchanged sentences

OTHER INFORMATION

On February 25, 2021, Thomas H.

McMahon, EVP, Chief Sales and Merchandising Officer, West, notified us that he will be leaving the Company on or about August 13, 2021 to pursue other opportunities.

Prior to his departure, the Company will work in tandem with Mr.

McMahon to ensure a smooth transition of his responsibilities.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The information required by this item relating to our directors and nominees, and our Audit Committee, is included under the caption “Board of Directors” in our Proxy Statement related to the 2021 Annual Meeting of Stockholders (the "2021 Proxy Statement") to be filed with the SEC within 120 days of our fiscal year ended January 2, 2021 and is incorporated herein by reference.

Pursuant to General Instruction G(3) of Form 10-K, the information required by this item relating to our executive officers is included under the caption "Executive Officers of the Registrant" in Part I of this report.

With regard to the information required by this item respecting compliance with Section 16(a) of the Exchange Act, we will provide disclosure of delinquent Section 16(a) reports, if any, in our Proxy Statement related to the 2021 Proxy Statement, and such disclosure, if any, is incorporated herein by reference.

We have adopted a Code of Business Conduct and Ethics (the "Code of Ethics") that applies to all employees, executive officers and directors.

The Code of Ethics can be found at the “Governance Highlights” link in the Corporate Governance section of our Investor Relations website at investors.groceryoutlet.com.

We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of our Code of Ethics by posting such information on our investor relations website.

The information required by this item is incorporated herein by reference from sections entitled "Corporate Governance and Board Matters," "Proposals for Consideration and the Annual Meeting – Proposal 1 – Election of Directors" and "Additional Information" in our definitive Proxy Statement related to the 2022 Annual Meeting of Stockholders (the "2022 Proxy Statement") to be filed with the SEC within 120 days of our fiscal year ended January 1, 2022 and is incorporated herein by reference.

EXECUTIVE COMPENSATION

The information required by this item relating to executive compensation is included under the captions “Board of Directors - Director Compensation,” “Executive Compensation - Compensation Discussion and Analysis,” “Compensation Committee Report,” “Board of Directors - Compensation Committee Interlocks and Insider Participation,” “Executive Compensation - Summary Compensation Table,” “Executive Compensation - Grants of Plan-Based Awards,” “Executive Compensation - Outstanding Equity Awards at Fiscal Year End,” “Executive Compensation - Option Exercises and Stock Vested,” “Executive Compensation - Potential Payments upon Termination or Change in Control,” “Executive Compensation - Potential Payments — Accelerated Equity Awards,” and “Executive Compensation - CEO Pay Ratio” in our 2021 Proxy Statement and is incorporated herein by reference.

The information required by this item is incorporated herein by reference from sections entitled "Compensation Discussion and Analysis," "Named Executive Officer Compensation Tables," "Corporate Governance and Board Matters - Board of Directors – Director Compensation," "Corporate Governance and Board Matters – Board of Directors – Compensation Committee Interlocks and Insider Participation," and "Compensation Committee Report" in our 2022 Proxy Statement.

However, the Compensation Committee Report included in such 2022 Proxy Statement shall not be deemed "filed" with the SEC for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by us with the SEC, regardless of any general incorporation language in such filing.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item relating to security ownership of certain beneficial owners and management is included under the caption “Security Ownership of Certain Beneficial Owners and Management,” and the information required by this item relating to securities authorized for issuance under equity compensation plans is included under the caption “Equity Compensation and Plan Information,” in each case in our 2021 Proxy Statement and is incorporated herein by reference.

The information required by this item is included under the sections entitled "Security Ownership of Certain Beneficial Owners and Management," and "Securities Authorized for Issuance Under Equity Compensation Plans," in each case in our 2022 Proxy Statement and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item relating to review, approval or ratification of transactions with related persons is included under the caption “Certain Relationships and Related Party Transactions,” and the information required by this item relating to director independence is included under the caption “Board of Directors – Director Independence,” in each case in our 2021 Proxy Statement and is incorporated herein by reference.

The information required by this item is included under the sections entitled "Certain Relationships and Related Party Transactions," and "Corporate Governance and Board Matters – Board of Directors – Director Independence," in each case in our 2022 Proxy Statement and is incorporated herein by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is included under the caption “Proposal No.

The information required by th is item is included under the sections entitled "Corporate Governance and Board Matters – Board of Directors," and "Proposals for Consideration and the Annual Meeting – Proposal No.

2 – Ratification of Independent Registered Public Accounting Firm" in our 2022 Proxy Statement and is incorporated herein by reference.

19 unchanged sentences

4.3 Description of Grocery Outlet Holding Corp.'s Securities

10-K 001-38950 3/2/2021 4.3

10.1 Incremental Agreement, dated as of January 24, 2020, among GOBP Holdings, Inc., Globe Intermediate Corp., certain subsidiaries of GOBP Holdings, Inc., the lenders party thereto, and Morgan Stanley Senior Funding, Inc., as Administrative Agent

34 unchanged sentences

2014 Stock Incentive Plan) (Charles C.

Bracher, Robert Joseph Sheedy, Jr., Thomas H.

McMahon, Steven K.

Bracher, Robert Joseph Sheedy, Jr., Steven K.

S-1/A 333-231428 5/22/2019 10.16

1 unchanged sentence

2014 Stock Incentive Plan) (Charles C.

Bracher, Robert Joseph Sheedy, Jr., Thomas H.

McMahon, Steven K.

Bracher, Robert Joseph Sheedy, Jr., Steven K.

S-1/A 333-231428 5/22/2019 10.17

15 unchanged sentences

S-1/A 333-231428 5/22/2019 10.22

10.19† Amended and Restated Executive Employment Agreement by and between S.

MacGregor Read, Jr., Grocery Outlet Inc.

and Globe Holding Corp., dated October 7, 2014

S-1/A 333-231428 5/22/2019 10.23

10.20† Restrictive Covenant Agreement, by and between Eric J.

Lindberg, Jr.

and Globe Holding Corp., dated September 13, 2014

S-1/A 333-231428 5/22/2019 10.24

10.21† Restrictive Covenant Agreement, by and between S.

MacGregor Read, Jr.

and Globe Holding Corp., dated September 13, 2014

S-1/A 333-231428 5/22/2019 10.25

10.22† Grocery Outlet Inc.

Executive Change in Control Agreement, by and between Charles C.

Bracher, Grocery Outlet Inc.

and Globe Holding Corp., dated October 7, 2014

S-1/A 333-231428 5/22/2019 10.26

10.23† Grocery Outlet Inc.

Executive Change in Control Agreement, by and between Robert Joseph Sheedy, Jr., Grocery Outlet Inc.

and Globe Holding Corp., dated October 7, 2014

S-1/A 333-231428 5/22/2019 10.27

10.24† Grocery Outlet Inc.

Executive Change in Control Agreement, by and between Thomas H.

McMahon, Grocery Outlet Inc.

and Globe Holding Corp., dated October 7, 2014

S-1/A 333-231428 5/22/2019 10.28

10.25† Grocery Outlet Inc.

Executive Change in Control Agreement, by and between Steven K.

Wilson, Grocery Outlet Inc.

and Globe Holding Corp., dated October 7, 2014

S-1/A 333-231428 5/22/2019 10.29

10.26† Form of Globe Holding Corp.

Non-Employee Director Restricted Stock Unit Agreement

S-1/A 333-231428 6/10/2019 10.30

10.19† Form of Indemnification Agreement between Grocery Outlet Holding Corp.

15 unchanged sentences

2019 Stock Incentive Plan)

10-K 001-38950 3/2/2021 10.32

10.25† 2021 Form of Performance Stock Unit Grant and Agreement (Grocery Outlet Holding Corp.

2019 Stock Incentive Plan)

10-K 001-38950 3/2/2021 10.33

10.26† Form of Restricted Stock Unit Grant and Agreement for Non-Employee Directors (Grocery Outlet Holding Corp.

2019 Stock Incentive Plan)

2019 Stock Incentive Plan) (effective February 2021)

10-K 001-38950 3/2/2021 10.34

10.27† Employment Offer Letter by and between Heather L.

Mayo and the Company dated August 29, 2019

Employment Offer Letter by and between Heather L.

Mayo and the Company dated August 29, 2019

10-Q 001-38950 5/12/2021 10.1

10.28† Transition, Separation Agreement, and General Release of all Claims, dated as of December 13, 2021, by and between Grocery Outlet, Inc.

and Heather Mayo

8-K 001-38950 12/15/2021 10.1

10.29†* Form of Performance Stock Unit Grant and Agreement (Grocery Outlet Holding Corp.

2019 Stock Incentive Plan) (effective October 2021)

10.30†* Form of Restricted Stock Unit Grant and Agreement (Grocery Outlet Holding Corp.

2019 Stock Incentive Plan) (effective October 2021)

10.31†* Non-Employee Director Compensation Policy

21.1* Subsidiaries of the Registrant

32 unchanged sentences

(in thousands, except share and per share amounts)

2021 December 28,

2022 January 2,

Investment in wholly owned subsidiary $ 1,011,033 $ 923,816

20 unchanged sentences

Fiscal Year Ended

2021 December 28,

2022 January 2,

2021 December 28,

11 unchanged sentences

Fiscal Year Ended

2021 December 28,

2022 January 2,

2021 December 28,

3 unchanged sentences

Equity in net income of subsidiary ( 62,561 ) ( 106,978 ) ( 15,692 )

Dividend received from subsidiary (return on capital) — — 27,351

Changes in operating assets and liabilities:

3 unchanged sentences

Investment in subsidiary ( 7,226 ) ( 32,121 ) ( 402,050 )

Dividend received from subsidiary (return of capital) — — 126,236

Net cash provided by (used in) investing activities ( 32,121 ) ( 402,050 ) 126,236

Net cash used in investing activities ( 7,226 ) ( 32,121 ) ( 402,050 )

Cash flows from financing activities:

4 unchanged sentences

Other direct costs paid related to the initial public offering — — ( 7,062 )

Dividend paid to shareholders — — ( 153,587 )

Net cash provided by (used in) financing activities 32,386 401,826 ( 152,874 )

Net cash provided by financing activities 7,477 32,386 401,826

Net increase (decrease) in cash and cash equivalents — — —

28 unchanged sentences

These parent company only financial statements should be read in conjunction with the Parent Company's consolidated financial statements and notes thereto, included elsewhere in this Annual Report on Form 10-K.

All share amounts and per share disclosures for all periods presented reflect a 1.403 for 1 forward stock split effected on June 6, 2019.

NOTE 3—Dividends from Subsidiaries

The Parent Company received a dividend from Intermediate of $ 153.6 million on October 22, 2018 for the fiscal year ended December 29, 2018.

This dividend has been reflected as a reduction to investment in wholly owned subsidiary in the accompanying condensed financial statements.

On the same date, the Parent Company declared a dividend of $ 153.6 million to holders of its common stock.

This dividend has been reflected as a $ 27.4 million return on capital and a $ 126.2 million return of capital in the accompanying condensed financial statements.

NOTE 4—Initial Public Offering

NOTE 3—Initial Public Offering and Secondary Offerings

In June 2019, we completed an initial public offering ("IPO") of 19,765,625 shares of our common stock at a public offering price of $ 22.00 per share for net proceeds of $ 407.7 million, after deducting underwriting discounts and commissions of $ 27.1 million.

8 unchanged sentences

We incurred offering costs of $ 1.1 million, which were recognized in SG&A expenses during fiscal 2020.

$ 1.4 million in cash (excluding withholding taxes) in connection with the exercis e of 191,470 opti ons by certain stockholders participating in this secondary public offering.

We received $ 1.4 million in cash (excluding withholding taxes) in connection with the exercis e of 191,470 opti ons by certain stockholders participating in this secondary public offering.

On April 27, 2020, certain of our selling stockholders completed another secondary public offering of shares of our common stock.

8 unchanged sentences

Grocery Outlet Holding Corp.

March 2, 2022 By:

Lindberg, Jr.

20 unchanged sentences

Ragatz Director, Chairman of the Board March 2, 2022

MacGregor Read, Jr.

Director, Vice Chairman of the Board March 2, 2022

MacGregor Read, Jr.

/s/ Kenneth W.

8 unchanged sentences

Matthews Director March 2, 2022

/s/ Maria Fernanda Mejia Director March 2, 2021

Maria Fernanda Mejia

/s/ Gail Moody-Byrd Director March 2, 2022

Gail Moody-Byrd

MacGregor Read, Jr.

Director March 2, 2021

MacGregor Read, Jr.

/s/ Jeffrey York Director March 2, 2021

/s/ Jeffrey R.

York Director March 2, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures