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RITE AID CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

June 23, 2014



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On June 19, 2014, the stockholders of Rite Aid approved the adoption of the Rite Aid Corporation 2014 Omnibus Equity Plan (the "2014 Plan"), which was previously approved by Rite Aid's Compensation Committee and Board of Directors. The 2014 Plan provides for the issuance of a maximum of 58,000,000 shares of Rite Aid Common Stock plus any shares of Common Stock remaining available for grant under the Rite Aid Corporation 2010 Omnibus Equity Plan and the Rite Aid Corporation 2012 Omnibus Equity Plan as of the effective date of the 2014 Plan (provided that no more than 25,000,000 shares may be granted as incentive stock options ("ISOs" within the meaning of Section 422 of the Internal Revenue Code)) in connection with the grant of ISOs, nonqualified options, which are options that do not qualify as ISOs, stock appreciation rights, restricted stock, phantom units, stock bonus awards, and other equity-based awards valued in whole or in part by reference to, or otherwise based on, Rite Aid's Common Stock.

A summary of the 2014 Plan was included in Rite Aid's definitive proxy statement filed with the Securities and Exchange Commission on May 19, 2014 (the "Definitive Proxy Statement") in connection with the 2014 Annual Meeting of Stockholders, under the section entitled "Description of Principal Features of the 2014 Plan" beginning on page 27 of the Definitive Proxy Statement. The summary of the 2014 Plan in the Definitive Proxy Statement is qualified in its entirety by reference to the full text of the 2014 Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.



Rite Aid held its 2014 Annual Meeting of Stockholders on June 19, 2014. The following is a summary of the matters voted on at that meeting.

(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:

Broker Non- Name For Against Abstain Votes Joseph B. Anderson, Jr. 569,728,542 7,931,614 2,173,421 294,217,197 Bruce G. Bodaken 575,283,020 2,110,737 2,439,820 294,217,197 David R. Jessick 575,070,350 2,548,468 2,214,759 294,217,197 Kevin E. Lofton 575,128,199 2,231,740 2,473,638 294,217,197 Myrtle S. Potter 575,129,469 2,283,270 2,420,838 294,217,197 Michael N. Regan 574,869,253 2,816,635 2,147,689 294,217,197 John T. Standley 565,244,550 11,581,798 3,007,229 294,217,197 Marcy Syms 574,044,077 3,592,516 2,196,984 294,217,197



(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

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the ratification of Deloitte & Touche LLP, the number against, the number abstaining and broker non-votes were as follows:

Broker Non- For Against Abstain Votes 858,767,627 10,225,338 5,057,809 0



(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 2014 Annual Meeting of Stockholders. The number of shares cast in favor of the compensation of Rite Aid's Named Executive Officers, the number against, the number abstaining and broker non-votes were as follows:

Broker Non- For Against Abstain Votes 560,796,244 14,689,392 4,347,941 294,217,197



(d) The stockholders approved the adoption of the 2014 Plan. The number of shares cast in favor of the 2014 Plan, the number against, the number abstaining and broker non-votes were as follows:

Broker Non- For Against Abstain Votes 536,756,976 39,043,174 4,033,427 294,217,197



(e) The stockholders did not approve a stockholder proposal relating to an independent chairman. The number of shares cast in favor of the stockholder proposal, the number against, the number abstaining and broker non-votes were as follows:

Broker Non- For Against Abstain Votes 182,833,925 382,955,801 14,043,851 294,217,197



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. 10.1 Rite Aid Corporation 2014 Omnibus Equity Plan 3



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Source: Edgar Glimpses


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