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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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(a) | The stockholders elected Rite Aid’s nominees to the Board of Directors. The persons elected to Rite Aid’s Board of Directors and the number of shares cast for, the number against, the number abstaining, and broker non-votes, with respect to each of these persons, were as follows: |
Name
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For
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Against
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Abstain
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Broker Non-Votes
|
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Joseph B. Anderson, Jr.
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516,704,883
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23,101,490
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2,481,699
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286,801,320
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André Belzile
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524,041,240
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15,391,488
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2,855,344
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286,801,320
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François J. Coutu
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528,160,147
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12,323,298
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1,804,627
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286,801,320
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Michel Coutu
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528,519,043
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11,826,314
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1,942,715
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286,801,320
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James L. Donald
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528,806,870
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10,915,394
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2,565,808
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286,801,320
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David R. Jessick
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516,172,391
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23,488,544
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2,627,137
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286,801,320
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Michael N. Regan
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529,883,473
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9,796,393
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2,608,206
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286,801,320
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Mary F. Sammons
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527,311,266
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13,618,036
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1,358,770
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286,801,320
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John T. Standley
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530,573,070
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10,198,492
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1,516,510
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286,801,320
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Marcy Syms
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527,241,848
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12,504,742
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2,541,482
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286,801,320
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In addition, the holders of the 7% Series G Cumulative Convertible Pay-in-Kind Preferred Stock and 6% Series H Cumulative Convertible Pay-in-Kind Preferred Stock, voting together as a single class, separately from the holders of Common Stock, elected John M. Baumer to the Board of Directors. |
(b) | The stockholders ratified the appointment of Deloitte & Touche LLP as Rite Aid’s independent registered public accounting firm. The number of shares cast in favor of the ratification of Deloitte & Touche LLP, the number against, the number abstaining, and broker non-votes were as follows |
For
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Against
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Abstain
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Broker Non-Votes
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||||
796,275,561
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22,965,632
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9,848,199
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-0-
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(c) | The stockholders approved, on an advisory basis, the compensation of Rite Aid’s Named Executive Officers as set forth in Rite Aid’s proxy statement for the 2011 Annual Meeting of Stockholders. The number of shares cast in favor the compensation of Rite Aid’s Named Executive Officers, the number against, the number abstaining, and broker non-votes were as follows: |
For
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Against
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Abstain
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Broker Non-Votes
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||||
520,676,516
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18,522,989
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3,088,567
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286,801,320
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(d) | The stockholders approved a one year frequency of future advisory on the compensation of Rite Aid’s Named Executive Officers. The number of shares cast in favor of a one year frequency of future advisory votes, the number cast in favor of a two year frequency of future advisory votes, the number cast in favor of a three year frequency of future advisory votes, and the number abstaining were as follows: |
One Year
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Two Years
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Three Years
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Abstain
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515,607,381
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2,932,299
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20,177,782
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3,088,567
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In consideration of the stockholder vote at the 2011 Annual Meeting of Stockholders on the frequency proposal, at a meeting of Rite Aid’s Board of Directors held immediately following the 2011 Annual Meeting of Stockholders, the Board decided that Rite Aid will hold an advisory “say-on-pay” vote every year in connection with its annual meeting of stockholders. Accordingly, Rite Aid will include an advisory “say-on-pay” vote every year in its future proxy materials until the next stockholder vote on the frequency of “say-on-pay” votes, which will be no later than Rite Aid’s annual meeting of stockholders in 2017, or until the Board decides that a different frequency of future “say-on-pay” votes is in the best interests of the stockholders. |
(e) | The stockholders did not approve a stockholder proposal relating to a policy on gross-up payments. The number of shares cast in favor of the stockholder proposal, the number against, the number abstaining, and broker non-votes were as follows: |
For
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Against
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Abstain
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Broker Non-Votes
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||||
130,916,817
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407,481,020
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3,890,235
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286,801,320
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Rite Aid Corporation
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Date: June 24, 2011
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By:
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/s/ Marc A. Strassler
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Marc A. Strassler
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Executive Vice President,
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General Counsel and
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Secretary
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