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(Registrant's telephone number, including area code)
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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:
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
iCommon stock, par value $0.001 per share
iGO
iNasdaq
Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously
announced, Charles C. Bracher, Executive Vice President and Chief Financial Officer of Grocery Outlet Holding Corp. (the "Company"), notified the Company on December 8, 2023 of his decision to resign from such position, effective March 1, 2024, to pursue another opportunity.
Appointment of Interim Chief Financial Officer
On February 29, 2024, the board of directors of the Company (the "Board") appointed Lindsay E. Gray as Interim Chief Financial Officer of the
Company, effective March 1, 2024, and she will continue to serve as Senior Vice President, Accounting of the Company. Ms. Gray will be the Company's principal financial officer during her interim service and will continue to be the principal accounting officer. The Board is continuing to conduct a formal search process for a permanent Chief Financial Officer with the assistance of a leading executive search firm.
Ms. Gray, age 39, has been the Company's Senior Vice President, Accounting since January 2023. She also served as the
Company's Vice President, Corporate Controller from August 2016 to December 2022. Previously, Ms. Gray worked at Beverages & More, Inc. (dba BevMo!), a U.S. specialty beverage retailer, including as Controller from August 2015 to August 2016 and as Director of Financial Reporting from November 2010 to August 2015. In addition, Ms. Gray served as an Audit Staff and Senior at Deloitte & Touche LLP from September 2006 to July 2010. Ms. Gray holds a Bachelor of Science degree in Accounting from the University of Southern California, Marshall School of Business.
In connection with her appointment as Interim Chief Financial Officer, Ms. Gray will receive a cash bonus equal to $30,000 per month of service (provided the cash bonus shall be equal to $15,000 for any service period representing one-half of a month or less).
Consulting
Agreement with Mr. Bracher
On February 29, 2024, Mr. Bracher entered into a consulting agreement with Grocery Outlet Inc., a wholly-owned subsidiary of the Company, effective March 1, 2024 and ending on September 1, 2024 (the "Consulting Agreement"), in order to assist the Company with the orderly transition of the duties and responsibilities associated with the Chief Financial Officer position of the Company, together with providing advice and assistance on such other matters
relating to the business of the Company as may be mutually agreed from time to time. In consideration for Mr. Bracher's services, the Company will pay Mr. Bracher $11,000 per month during the term of the agreement, payable no less frequently than once per month, in arrears. In addition, Mr. Bracher will remain eligible to receive an annual incentive bonus pursuant to the Company's annual incentive plan for fiscal 2023 as a result of his service to the Company through the entire fiscal year. Mr. Bracher's rights with respect to any Company equity awards will be governed by the terms and provisions of the applicable plans and award
agreements, which provide for, among other things, the continued vesting of all equity so long as he continues to provide services to the Company, including as a consultant. The Consulting Agreement also contains customary confidentiality provisions.
The foregoing description of the Consulting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Consulting Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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* Management contract or compensatory plan or arrangement.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
