Grocery Outlet (NASDAQ:GO) stockholders reelected the company’s full slate of 10 director nominees and approved all management-backed proposals at the retailer’s 2026 annual meeting, according to preliminary voting results announced during the virtual meeting.
Eric Lindberg, chairman of the board, called the meeting to order and said stockholders could submit questions and vote through the virtual meeting portal. Luke Thompson, Grocery Outlet’s executive vice president, general counsel and secretary, said 98,922,672 shares of common stock were outstanding and entitled to vote as of the April 7, 2026 record date. Thompson said shares present or represented by proxy exceeded 89% of the total shares entitled to vote, constituting a quorum.
Directors Reelected Through 2027 Annual Meeting
- Frances Allen
- Jeb Bachman
- Mary Kay Haben
- Carey Jaros
- Mike Kobayashi
- Eric Lindberg
- Chip Molloy
- Jason Potter
- Felicia Thornton
- Jeff York
Jason Potter, president and chief executive officer, noted during the meeting that Gail Moody-Byrd and Erik Ragatz were not standing for reelection this year. Potter thanked both for “their many years of service and contributions on the board.”
Auditor, Executive Pay Votes Approved
Stockholders also ratified the appointment of Deloitte & Touche LLP as Grocery Outlet’s independent registered public accounting firm for the fiscal year ending Jan. 2, 2027. Nathan Mitchell, a partner at Deloitte & Touche, attended the meeting and was available to respond to appropriate stockholder questions.
In addition, stockholders approved, on an advisory basis, the compensation of the company’s named executive officers for fiscal 2025. Lindberg said the vote was non-binding but would provide information to the compensation committee and the board regarding investor sentiment about Grocery Outlet’s executive compensation philosophy, policies and practices.
Stockholders also approved holding future advisory votes on executive compensation every year, consistent with the board’s recommendation.
Thompson said the company expects to report final voting results in a Form 8-K filing with the Securities and Exchange Commission within four business days of the meeting.
Management Addresses Store Growth and Systems Questions
Following the formal business portion of the meeting, management responded to stockholder questions read by Ian Ferry, Grocery Outlet’s senior vice president of strategic finance, investor relations and treasurer.
In response to a question from Anthony Spinetta about the mix of store openings in new buildings, Ferry said Grocery Outlet typically opens about 85% of its stores in second-generation sites, with about 15% in new-build locations.
Spinetta also asked whether the company’s systems issues had been resolved to the satisfaction of management and independent operators. Potter said the company had addressed issues affecting independent operators as well as matters that had limited the company.
“We feel very good about the progress that’s been made and have now moved into a new phase,” Potter said.
Opportunistic Mix, Loyalty and Operator Criteria Discussed
Stockholder Sam Yuan asked about the decline in Grocery Outlet’s opportunistic mix over the past few years and whether it reflected fixed supply spread over more stores or logistics limitations. Potter said the change was partly driven by internal purchasing decisions made during a systems disruption, specifically involving close-dated products. He said that issue has now been resolved.
Potter also cited internal decisions around the “amount, breadth, and depth” of MTO and private label offerings. He said both areas had been adjusted over the past six months as the company works to promote opportunistic offerings, which he described as “a key driver of value and margins in the business.”
Yuan also asked about customer loyalty programs and whether Grocery Outlet was focused on using its mobile app to reward enthusiastic customers. Potter said the company has an app and loyalty program that connects customers to its store base and provides specific promotions and information.
“We do find that that’s a helpful component of the overall value equation for our customers,” Potter said.
In response to a final question from Spinetta about the most important metrics used to evaluate potential independent operators, Potter pointed to candidates’ track records and relevant grocery experience.
“Obviously, we’re looking for people who have experience in management,” Potter said. He added that the company looks for “something between five and 10 years of relevant grocery experience,” which he said is helpful for those applying their trade in Grocery Outlet’s model.
The meeting concluded after the Q&A session, with Potter thanking attendees for their continued interest and support of the company.
About Grocery Outlet (NASDAQ:GO)
Grocery Outlet Holding Corp. (NASDAQ: GO) is a specialty discount retailer that offers consumers deeply discounted groceries by purchasing excess inventory, closeouts, and overstocks from manufacturers and distributors. Headquartered in Emeryville, California, the company operates two primary banners—Grocery Outlet and Fresh2Go—with a combined footprint of more than 400 stores. Its product assortment spans fresh produce, meat, dairy, bakery items, household staples, natural and organic offerings, and select specialty products, all sold at significant markdowns compared to conventional supermarkets.
The company’s unique buying model enables it to source inventory through opportunistic purchases of surplus freight, discontinued items, and closeout deals, which it then passes on as savings to its customers.
