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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 15, 2023 |
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SpartanNash Company
(Exact name of Registrant as Specified in Its Charter)
Michigan |
000-31127 |
38-0593940 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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850 76th Street, S.W. P.O. Box 8700 |
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Grand Rapids, Michigan |
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49518-8700 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (616) 878-2000 |
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Check 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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Common Stock, no par value |
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SPTN |
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Nasdaq 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 ☐
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 part of ongoing refreshment efforts of the Board of Directors (the "Board") of SpartanNash Company (the "Company"), the Board appointed Fred Bentley, Jr. (the "New Director") to the Board effective at the close of business on November 15, 2023, expanding the Board size to ten directors.
The New Director will receive the Company's standard compensation for non-employee directors, including equity awards pursuant to the Company's 2020 Stock Incentive Plan. There are no arrangements or understandings between the New Director and any other persons pursuant to which the New Director was appointed director of the Board. The New Director does not have any relationship or related transactions with the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K.
Item 8.01. Other Events.
On November 15, 2023, the Company issued a press release announcing the appointment of the New Director, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits: The following document is attached as an exhibit to this report on Form 8-K:
Exhibit No. |
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Description |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 15, 2023 |
SpartanNash Company |
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By: |
/s/ Ileana McAlary |
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Ileana McAlary Executive Vice President, Chief Legal Officer and Corporate Secretary |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
MEDIA CONTACT:
Adrienne Chance
SVP, Communications
press@spartannash.com
INVESTOR CONTACT:
Kayleigh Campbell
Head of Investor Relations
kayleigh.campbell@spartannash.com
SpartanNash Continues Ongoing Board Refreshment, Welcomes New Independent Director
CEO of DexKo Global Fred Bentley brings breadth of manufacturing, supply chain and food industry experience to SpartanNash Board of Directors
GRAND RAPIDS, Mich. – Nov. 15, 2023 – Food solutions company SpartanNash (the “Company”) (Nasdaq: SPTN) today announced the appointment of current DexKo Global, Inc. President and CEO Fred Bentley to the Board of Directors (the “Board”).
Since 2016, Bentley has held the position of President and CEO of DexKo Global, a manufacturer of highly engineered trailer running gear, chassis assemblies and related components. He oversees the Dexter and AL-KO global operations, and he has led DexKo to a leading market position with a successful growth strategy.
Prior to joining DexKo, Bentley was CEO of Maxion Wheels, a $2.4 billion global automotive equipment supplier and the world’s largest wheel company. He served as Chief Operating Officer and President of International Operations of Hayes Lemmerz, leading the company’s sale process (to Maxion) and the divestitures of non-core businesses while significantly globalizing the core business. Bentley also has significant operational experience from his time at Honeywell/Allied Signal and experience in complex operations, finance and strategy from his seven years at Frito-Lay.
Bentley earned his undergraduate degree in industrial engineering from the University of Cincinnati and attended the Harvard Business School Advanced Management Program. In addition to SpartanNash and DexKo, Bentley serves on the board of directors for Gray Construction and Aludyne. He previously served as a board member for Time Manufacturing Company, SeaStar Solutions, GT Technologies and DURA Automotive (now Dura-Shiloh).
“Fred is a well-rounded leader and seasoned CEO with global supply chain, food and manufacturing experience that will be highly additive to our Board,” said SpartanNash Board Chairman Douglas Hacker. “I am proud of the Board’s work to recruit world-class leaders who have relevant domain experience as part of our ongoing refreshment process and journey to grow value for SpartanNash Associates, customers and shareholders.”
Exhibit 99.1
SpartanNash refreshed its Board in 2022 with the addition of three independent directors who replaced three directors who did not seek reelection. This year, Bentley is the second independent director to join the Board, following the August appointment of Kerrie MacPherson.
With the addition of Bentley, the Board now comprises 10 directors – six of whom have been appointed in the last five years – and nine of whom are independent.
About SpartanNash
SpartanNash (Nasdaq: SPTN) is a food solutions company that delivers the ingredients for a better life. Committed to fostering a People First culture, the SpartanNash family of Associates is 17,500 and growing. SpartanNash operates two complementary business segments - food wholesale and grocery retail. Its global supply chain network serves wholesale customers that include independent and chain grocers, national retail brands, e-commerce platforms, and U.S. military commissaries and exchanges. The Company distributes products for every aisle in the grocery store, from fresh produce to household goods to its OwnBrands, which include the Our Family® portfolio of products. On the retail side, SpartanNash operates 144 brick-and-mortar grocery stores, primarily under the banners of Family Fare, Martin's Super Markets and D&W Fresh Market, in addition to dozens of pharmacies and fuel centers. Leveraging insights and solutions across its segments, SpartanNash offers a full suite of support services for independent grocers. For more information, visit spartannash.com.
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