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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[ ]
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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Notwithstanding any other provision of the Plan to the contrary, upon approval of the Company’s stockholders, the Committee may provide for, and the Company may implement, a one-time-only option exchange offer for associates other than directors and executive officers, pursuant to which certain outstanding Options could, at the election of the person holding such Option, be tendered to the Company for cancellation in exchange for the issuance of a lesser number of Options with a lower exercise price, provided that such one-time-only option exchange offer is commenced within 12 months of the date of such stockholder approval.
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(a)
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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, and broker non-votes, with respect to each of these persons, were as follows:
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Name
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Votes For
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Votes Against
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Broker Non-Votes
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||||
Joseph B. Anderson
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460,333,703
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55,316,535
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279,497,652
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André Belzile
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453,565,539
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61,971,971
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279,497,652
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Michel Coutu
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474,427,844
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41,211,596
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279,497,652
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James L. Donald
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445,479,926
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70,198,820
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279,497,652
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David R. Jessick
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460,752,605
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54,730,470
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279,497,652
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Mary F. Sammons
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473,765,752
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42,068,295
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279,497,652
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Philip G. Satre
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464,074,238
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51,363,955
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279,497,652
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John T. Standley
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477,120,919
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38,417,009
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279,497,652
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Marcy Syms
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444,462,865
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71,140,993
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279,497,652
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(b)
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The stockholders approved amendments to existing equity plans to allow for a one-time stock option exchange program for associates other than directors and executive officers. The number of shares cast in favor of the amendments, the number against, the number abstaining, and broker non-votes were as follows:
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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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462,096,997
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53,808,331
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2,007,206
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279,497,652
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(c)
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The stockholders approved adoption of the 2010 Plan. The number of shares cast in favor of adoption of the 2010 Plan, the number against, the number abstaining, and broker non-votes were as follows:
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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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488,234,055
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26,919,646
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2,758,833
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279,497,652
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(d)
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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:
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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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768,877,297
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23,852,571
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4,680,318
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-0-
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(e)
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The stockholders did not approve a stockholder proposal relating to an advisory vote on executive compensation. The number of shares cast in favor of the stockholder proposal, the number against, the number abstaining, and broker non-votes were as follows:
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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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107,539,382
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383,113,474
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27,259,678
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279,497,652
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10.1
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Rite Aid Corporation 2010 Omnibus Equity Plan
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Date: June 25, 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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Exhibit No.
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Description
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10.1
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Rite Aid Corporation 2010 Omnibus Equity Plan
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