rite8k.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): January 27,
2010
(January
21, 2010)
Rite
Aid Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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1-5742
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23-1614034
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
Number)
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30
Hunter Lane, Camp Hill, Pennsylvania 17011
(Address
of principal executive offices, including zip code)
(717)
761-2633
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
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 (see General Instruction A.2. below):
[
] 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.
Rite
Aid Corporation (the “Company”) announced on January 21, 2010 that, effective as
of June 24, 2010 (the “Effective Date”) at the Company’s annual stockholders
meeting, John T. Standley, who is currently President and Chief Operating
Officer of the Company, will assume the additional position of Chief Executive
Officer of the Company. As of the Effective Date, Mr. Standley will
assume the role of CEO from Mary Sammons, who will remain Chairman of the Board
of the Company.
Amended and Restated
Employment Agreement with Mr. Standley:
In
connection with his appointment, as of January 21, 2010, Mr. Standley and the
Company have agreed in principle to modify his Employment Agreement dated
September 24, 2008 (the “Amended Agreement”).
The
term of the Amended Agreement commenced on September 24, 2008, and unless
terminated earlier, will terminate on the date that is three (3) years following
June 24, 2010, but will automatically renew for an additional year on each
anniversary of the effective date of the Amended Agreement unless either party
provides proper written notice of its intention not to renew the Amended
Agreement at least 180 days prior to the then end of the term.
Effective
June 24, 2010, Mr. Standley’s annual base salary will be increased to $1,000,000
and he will be eligible to earn from such date a target bonus of 200% of his
annualized base salary at the end of fiscal year 2011 based on the Company’s
achievement of fiscal year 2011 bonus plan targets. On January 21,
2010, the Company also granted Mr. Standley an option to purchase 2,555,000
shares of the Company’s common stock with an exercise price of $1.52 per share
(the “Option”), vesting annually in four (4) equal increments, which may be
accelerated under certain circumstances. Mr. Standley will continue
to participate in the Company’s Executive Equity Plan (the “EEP”) which may
award a mix of additional options at the closing price of the Company’s common
stock on the date of grant and other equity and cash incentives (as determined
by the Company’s Compensation Committee). Upon the occurrence of a
Change in Control of the Company, as defined in the Amended Agreement, the
Option, in addition to certain previously granted equity awards, shall
immediately vest. In addition, the Amended Agreement also contains
certain non-competition provisions as well as severance provisions for
compensation in the event of his termination by the Company with or without
cause or by Mr. Standley with or without good reason, each as defined in the
Amended Agreement. In the event of termination by the Company without
cause or by Mr. Standley with good reason, including upon a Change in Control,
Mr. Standley’s severance compensation would include payment of an amount equal
to two (2) times the sum of his base salary and annual target bonus and
immediate vesting of certain of his equity awards. Other than as
described above, the terms and provisions of the Employment Agreement (taken as
a whole), as previously disclosed, remain in full force and effect in all
material respects.
Amendment to Employment
Agreement with Ms. Sammons
On
January 21, 2010 (the “Amendment Effective Date”), Ms. Sammons entered into
Amendment No. 4 to her December 5, 1999 Employment Agreement as previously
amended (the “Employment Agreement”) with the Company. Under the
terms of Amendment No. 4, Ms. Sammons has agreed to relinquish her position as
CEO as of the Effective Date and continue her employment as Chairman of the
Board through the Company’s annual stockholders meeting in June 2012, when her
Employment Agreement will expire. As Chairman of the Board, Ms.
Sammons will have such duties as are customarily assigned to such position,
including continuing to represent the Company in industry and government affairs
as well as assisting as needed with strategic initiatives.
From
the Amendment Effective Date through fiscal year 2011, the provisions in the
Employment Agreement concerning compensation, benefits and severance will
continue in full force and effect in accordance with their current
terms. Effective February 27, 2011 (the first day of fiscal year
2012) through the expiration of the Employment Agreement, Ms. Sammons will be
entitled to an annual base salary of $350,000 and continued benefits as provided
in the amendment but will no longer be eligible to earn a bonus or incentive
compensation. In the event of termination by the Company without
cause or by Ms. Sammons for good reason after fiscal year 2011, Ms. Sammons’
severance compensation will thereafter continue to be an amount equal to three
(3) times the sum of her base salary in effect immediately prior to June 24,
2010 and her annual target bonus in effect for fiscal year 2011.
The
Company issued a press release, dated January 21, 2010, regarding the changes in
the leadership positions of Mr. Standley and Ms. Sammons at the
Company. A copy of the press release is furnished herewith as Exhibit
99.1.
Item
5.03 Amendments to Articles of
Incorporation or By-Laws; Change in Fiscal Year.
On,
and effective as of, January 21, 2010, the Board of Directors of the Company
adopted Amended and Restated By-Laws of the Corporation (the “Amended and
Restated By-Laws”). The Amended and Restated By-Laws, among other
things:
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·
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amend
the advance notice by-law provisions to require a stockholder proposing
business to be transacted at an annual meeting or nominating directors to
disclose fully all ownership interests, including derivatives, hedges and
other economic and voting interests of the stockholder and the beneficial
owner, if any, on whose behalf the proposal is made;
and
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·
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establish
the position of Chief Executive Officer as a distinct position (rather
than as a position that must be combined with either the Chairman of the
Board or the President positions), and amend the descriptions of the
positions of the Chairman of the Board, President and Vice Presidents
accordingly.
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The
foregoing description of the Amended and Restated By-Laws does not purport to be
complete and is qualified in its entirety by reference to the Amended and
Restated By-Laws filed as Exhibit 3.1 hereto, which is hereby incorporated into
this report.
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 hereunto duly
authorized.
Date: January
27, 2010
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By:
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/s/
Marc A. Strassler
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Name:
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Marc
A. Strassler
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Title:
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Executive
Vice President,
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General
Counsel and Secretary
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Item
9.01 Financial Statements and
Exhibits.
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Exhibit
Number
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Description
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3.1
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Amended
and Restated By-Laws of Rite Aid Corporation
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99.1
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Press
Release of Rite Aid Corporation, dated January 21,
2010
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