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- Elevated Director Opposition (new) — Two directors received 11.9% and 13.3% opposition versus <1% for peers, suggesting specific shareholder concerns with Lindberg and York.
Grocery Outlet re-elects all 10 directors; two face elevated opposition at annual meeting
Filed June 3, 2026 · Period ending June 1, 2026 · ~1 min read
Key Changes
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medium
Directors Eric Lindberg (88.1% support) and Jeffrey York (86.7% support) re-elected with notably higher opposition than other directors, who received over 99% support.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
medium
Say-on-pay approved with 97.7% support (79,042,800 For, 1,842,674 Against, 220,455 Abstain, 7,386,601 broker non-votes), indicating shareholder approval of executive compensation practices.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Shareholders voted 99.1% in favor of annual say-on-pay frequency; company will hold executive compensation votes annually going forward.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Deloitte & Touche ratified as independent auditor for fiscal 2027 with 99.8% support (88,142,042 For, 158,385 Against, 192,103 Abstain).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Grocery Outlet's 2026 annual meeting produced a split outcome: routine governance matters passed easily, but two directors faced unusually high opposition. While all ten directors were re-elected, Eric Lindberg and Jeffrey York received 11.9% and 13.3% opposition respectively—roughly ten times the opposition faced by their eight colleagues, who each cleared 99% support. This divergence suggests targeted shareholder dissatisfaction with these two board members, though the filing does not disclose the reasons.
The company's executive compensation program received strong endorsement, with say-on-pay passing at 97.7% and shareholders voting 99.1% for annual frequency. Auditor ratification was similarly routine at 99.8%. For retail holders, the elevated director opposition is the material signal: it indicates a subset of institutional investors coordinated against Lindberg and York specifically, warranting attention to proxy advisor reports or upcoming governance disclosures that may explain the concern.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Grocery Outlet held its 2026 annual meeting, re-electing all ten directors, ratifying Deloitte as auditor, and approving say-on-pay with annual frequency.
Added in current filing · verify on EDGAR →
Frances L. Allen 80,439,794 434,267 231,868 7,386,601 John "Jeb" E. Bachman 80,151,617 727,576 226,736 7,386,601 Mary Kay Haben 76,889,676 3,985,086 231,167 7,386,601 Carey F. Jaros 79,949,819 924,420 231,690 7,386,601 Michael K. Kobayashi 80,285,000 594,493 226,436 7,386,601 Eric J. Lindberg, Jr.71,285,585 9,598,222 222,122 7,386,601 Lawrence "Chip" P. Molloy 80,205,199 668,999 231,731 7,386,601 Jason Potter 80,330,367 572,989 202,573 7,386,601 Felicia D. Thornton 80,448,816 425,807 231,306 7,386,601 Jeffrey R. York 70,124,702 10,773,593 207,634 7,386,601
All ten directors were re-elected to serve until the 2027 annual meeting. Most directors received over 99% support from votes cast. Eric Lindberg received 88.1% support (11.9% opposition) and Jeffrey York received 86.7% support (13.3% opposition), both passing but with elevated opposition compared to other directors.
Added in current filing · view on EDGAR →
For Against | Abstain Broker | Non-Vote | 79,042,800 1,842,674 220,455 7,386,601
The non-binding advisory vote on executive compensation for fiscal year ended January 3, 2026 passed with 97.7% support from votes cast. The low opposition level indicates shareholder approval of the company's executive pay practices.
Show 2 minor / wording changes
Added in current filing · view on EDGAR →
For Against | Abstain | 88,142,042 158,385 192,103
Shareholders ratified Deloitte & Touche LLP as the independent auditor for fiscal year ending January 2, 2027. The proposal received 99.8% support from votes cast, indicating strong shareholder confidence in the auditor selection.
Added in current filing · view on EDGAR →
One YearTwo YearsThree Years | Abstain | Broker Non-Vote 80,293,428 12,814 734,033 65,654 7,386,601
Shareholders voted on the frequency of future say-on-pay votes, with 99.1% of votes cast supporting annual votes. The company has determined to hold future executive compensation votes every year until the next frequency vote, aligning with shareholder preference.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify