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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 6, 2024 (October 31, 2024)

Natural Grocers by Vitamin Cottage, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-35608		45-5034161
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

12612 West Alameda Parkway

Lakewood, Colorado 80228

(Address of principal executive offices) (Zip Code)

(303) 986-4600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, $0.001 par value	NGVC	New York Stock Exchange

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.

Appointment of Chief Financial Officer

On October 31, 2024, the Board of Directors (the “Board”) of Natural Grocers by Vitamin Cottage, Inc. (the “Company”) appointed Richard Hallé as Chief Financial Officer of the Company, effective January 1, 2025. Mr. Hallé will succeed Todd Dissinger, who, as previously announced, will retire on December 31, 2024. Mr. Hallé has served as a member of the Company’s Board and Audit Committee since 2012 and as a member of its Compensation Committee since 2020. Prior to his appointment, Mr. Hallé served as a managing director of Alvarez and Marsal Private Equity Performance Improvement Group from March 2023 to October 2024. From 2011 until 2021, Mr. Hallé served as the Chief Financial Officer of Vivial Inc., overseeing finance, including accounting, treasury, tax, planning, forecasting, budgeting and financial reporting. Previously, Mr. Hallé served as the Chief Financial Officer and Secretary of DTN Holding Company, Inc. from 2003 to 2008 and as a Managing Director of FTI Consulting, Inc. from 2002 to 2003 where he developed business and finance strategies.

Mr. Hallé will oversee Natural Grocers’ finance, accounting, treasury, financial planning and analysis, investor relations, project management office, internal audit, accounts payable, tax, and payroll and benefits. He commenced his interim employment with the Company on November 4, 2024, in advance of his appointment, to facilitate an orderly transition in the Chief Financial Officer role. On October 31, 2024, Mr. Hallé resigned from the Company’s Board, Audit Committee and Compensation Committee in connection with his appointment as Chief Financial Officer. Following Mr. Hallé’s resignation, the Board is comprised of seven directors, of which three are independent directors. There is no family relationship between Mr. Hallé and any director or executive officer of the Company. Mr. Hallé is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Compensatory Arrangements of Certain Officers

Pursuant to the terms of an employment offer letter dated October 31, 2024, by and between the Company and Mr. Hallé, Mr. Hallé will receive an annual base salary of $618,500 and an annual discretionary cash bonus opportunity of up to 50% of his base salary. In addition, Mr. Hallé will be awarded the following compensation upon the commencement of his employment with the Company on or about November 4, 2024: (1) a fully vested stock grant issued pursuant to the Company’s 2012 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) in the amount of 7,500 shares of the Company’s common stock; (2) a cash hiring bonus of $202,500; and (3) 200,000 restricted stock units (“RSUs”) issued pursuant to the Omnibus Incentive Plan. Such RSUs will vest in full upon the fifth anniversary of the grant date; provided, that all unvested RSUs will immediately vest upon the occurrence of a “change in control” or “corporate transaction” affecting the Company, as such terms are defined in the Omnibus Incentive Plan. Mr. Hallé will be entitled to participate in all Company employee benefit plans and programs, and to receive paid time off, at a level commensurate with his title and salary.

On October 31, 2024, the Compensation Committee of the Board, with Mr. Hallé not participating, also approved the acceleration of 13,327 unvested RSUs held by Todd Dissinger, in connection with his retirement. Such acceleration will be effective as of December 31, 2024.

Item 7.01 Regulation FD Disclosure.

On October 31, 2024, the Company issued a press release regarding Mr. Hallé’s appointment. The press release is attached as Exhibit 99.1 to this Current Report. Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Employment Offer Letter to Richard Hallé dated October 31, 2024*
10.2		Notice of Grant of Stock Unit Award to Richard Hallé*
99.1		Press release of Natural Grocers by Vitamin Cottage, Inc. dated October 31, 2024
104		Cover Page Interactive Data File (formatted as Inline XBRL).

* Indicates a management contract or compensatory plan or arrangement.

SIGNATURE

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.

Dated: November 6, 2024

	Natural Grocers by Vitamin Cottage, Inc.

	By:	/s/ Kemper Isely
	Name:	Kemper Isely
	Title:	Co-President

EX-10.1 2 ex_741783.htm EXHIBIT 10.1 ex_741783.htm

Exhibit 10.1

October 31, 2024

Mr. Richard Hallé

By email

Dear Richard:

It is my pleasure to extend to you this offer of employment for the position of Chief Financial Officer at Natural Grocers by Vitamin Cottage, Inc. (together with its subsidiaries, the “Company”). The terms of this offer are more fully set out in the attached term sheet.

Please note that this offer does not, and is not intended to, constitute a contract of employment, either express or implied. Your employment with the Company will be “at-will,” and either you or the Company may terminate the relationship at any time, with or without cause.

Please indicate your acceptance of this offer by countersigning and dating this letter and the attached term sheet and returning one copy to me. You should retain a copy of the executed document for your records.

Should you have any questions, please feel free to contact me.

Very Truly yours,

Natural Grocers by Vitamin Cottage, Inc.

/s/ Kemper Isely

Kemper, Isely, Co-President

Agreed to and accepted:

/s/ Richard Hallé

Richard Hallé

Date: October 31, 2024

Vitamin Cottage Natural Food Markets, Inc.

Home Office ● 12612 West Alameda Parkway ● Lakewood, CO 80228 ● 303.986.4600 ● Fax 303.986.1891

Natural Grocers by Vitamin Cottage, Inc.

Summary Employment Term Sheet

Employee Name:	Richard Hallé (“Employee”).

Employer:	Vitamin Cottage Natural Food Markets, Inc. (the “Company”), a wholly owned subsidiary of Natural Grocers by Vitamin Cottage, Inc. (“Natural Grocers”).

Location:	The Company’s Home Office in Lakewood, Colorado.

Position/Title:	Chief Financial Officer of Natural Grocers and the Company.

Effective Date:	Employee will be appointed Chief Financial Officer effective January 1, 2025, upon the retirement of the Company’s current Chief Financial Officer. Employee will serve as Chief Financial Officer appointee from November 4, 2024 until the Effective Date.

Reports To:	Kemper Isely, Co-President.

At-Will Employment:	Employee’s employment with the Company is not subject to any contract and is, therefore, “at-will.” Employee or the Company may terminate Employee’s employment at any time, with or without cause.

Base Salary:	Employee’s annual base salary will be $618,500.00.

Bonus Opportunity:	Employee’s annual cash bonus opportunity is up to 50% of his base salary. The bonus, if any, will be awarded on a discretionary basis.

Award of Restricted Stock Units & Cash Hiring Bonus:	Employee will be awarded equity awards under the Company’s 2012 Omnibus Incentive Plan, as amended (the “2012 Omnibus Incentive Plan”) and a cash hiring bonus as follows: (i) a fully vested stock grant in the amount of 7,500 shares of Natural Grocers’ common stock; (ii) a cash hiring bonus of $202,500; and (iii) 200,000 Restricted Stock Units (“RSUs”) vesting in full on the fifth anniversary of the grant date of such RSUs, subject to Employee’s continued employment as Chief Financial Officer; provided, however, that all such RSUs will immediately vest upon the occurrence of a “Change In Control” or “Corporate Transaction” affecting the Company (as such terms are defined in the 2012 Omnibus Incentive Plan). It is currently anticipated that such stock grant, cash hiring bonus, and RSUs will be awarded to Employee on or about November 4, 2024.

Employee Benefits:	Employee will be entitled to participate in all employee benefit plans and programs, and to receive paid time off, at a level commensurate with Employee’s title and salary band. Such plans and programs include medical, dental and vision insurance, disability insurance, life insurance and a defined contribution (401(k)) plan, all subject to standard contributions by Employee.

Agreed to and accepted:

/s/ Richard Hallé

Richard Hallé

Date: October 31, 2024

EX-10.2 3 ex_741777.htm EXHIBIT 10.2 ex_741777.htm

Exhibit 10.2

NOTICE OF GRANT OF STOCK UNIT AWARD
NATURAL GROCERS BY VITAMIN COTTAGE, INC.
2012 OMNIBUS INCENTIVE PLAN

FOR GOOD AND VALUABLE CONSIDERATION, Natural Grocers by Vitamin Cottage, Inc. (the “Company”) hereby grants, pursuant to the provisions of the Company’s 2012 Omnibus Incentive Plan, as may be amended from time to time (the “Plan”), to the Participant designated in this Notice of Grant of Stock Unit Award (the “Notice”) the number of Stock Units set forth in the Notice representing the right to receive shares of the common stock of the Company (or cash equivalent) in the future subject to the terms, conditions and restrictions as outlined below in this Notice and the additional provisions set forth in the attached Terms and Conditions of Stock Unit Award (the Notice and the Terms and Conditions referred to collectively as the “Agreement”).

Participant:	Richard Hallé
Grant Date:	November 4, 2024
# of Stock Units:	200,000

Vesting Schedule: Subject to the provisions contained in Sections 4 and 5 of the Terms and Conditions, the Stock Units shall vest, and the applicable Restrictions set forth in the Terms and Conditions shall lapse, in the event the Participant: (i) does not have a termination of Service prior to the applicable vesting date under the following schedule; and (ii) at the time of such vesting after the Grant Date, provided on average at least thirty-eight (38) hours of Service per week in the immediately preceding 90 days:

Vesting Date	Amount Vested
November 4, 2029	100% of the Stock Units

Notwithstanding the foregoing, all unvested Stock Units will become fully vested upon the occurrence of any of the following events: (i) a Change In Control (as defined in the Plan); or (ii) a Corporate Transaction (as defined in the Plan); provided the Participant does not have a termination of Service prior to the date of such Change In Control or Corporate Transaction, as applicable.

Settlement: By rule of the Committee, vested Stock Units shall be settled in stock, with each vested Stock Unit being equivalent to one Share, minus the number of Shares whose Fair Market Value (as defined in the Plan) is equal to the minimum amount sufficient to satisfy federal, state and local taxes (including employment taxes) required by law to be withheld with respect to such settlement, rounded down to the nearest whole share.

Dividend Equivalents: The Stock Units shall not carry any right to dividend equivalents.

By signing below, the Participant: (i) agrees that this Stock Unit Award is granted under and governed by the terms and conditions of the Agreement and the Plan and (ii) acknowledges receipt of the Plan Prospectus, the Company’s Annual Report on Form 10-K for the year ended September 30, 2023 and the Company’s most recent Quarterly Report on Form 10-Q.

PARTICIPANT	NATURAL GROCERS BY VITAMIN COTTAGE, INC.


/s/ Richard Hallé	By:	/s/ Kemper Isely
Richard Hallé		Kemper Isely, Co-President

TERMS AND CONDITIONS OF STOCK UNIT AWARD

These Terms and Conditions of Stock Unit Award relate to the Notice of Grant of Stock Unit Award attached hereto (the “Notice”, and collectively with these Terms and Conditions, the “Agreement”), by and between Natural Grocers by Vitamin Cottage, Inc. (the “Company”) and the Participant designated in the Notice.

The Committee has approved an award to the Participant under the Company’s 2012 Omnibus Incentive Plan, as amended from time to time (the “Plan”) of the number of Stock Units set forth in the Notice representing the right to receive a corresponding number of shares of the Company’s common stock (“Shares”) in the future subject to the terms, conditions and restrictions set forth in the Agreement, and conditioned upon the Participant’s acceptance of the provisions set forth in the Agreement within 60 days after the Agreement is presented to the Participant for review. For purposes of the Agreement, any reference to the Company shall include a reference to any Subsidiary or Affiliate.

1. Grant of Stock Units.

(a) As of the Grant Date set forth in the Notice, the Company grants to the Participant the number of Stock Units set forth in the Notice. The Stock Units are subject to the restrictions set forth in Section 2 of this Agreement and the applicable provisions of the Plan.

(b) The Stock Units granted under this Agreement shall be reflected in a bookkeeping account maintained by the Company during the Restricted Period. If and when the Stock Units become vested and the restrictions set forth in Section 2 expire in accordance with the terms of this Agreement, and upon the satisfaction of all other applicable conditions as to the Stock Units, such Stock Units not forfeited pursuant to Section 4 hereof shall be settled as provided in the Notice and otherwise in accordance with the Plan.

(c) The Company’s obligations under this Agreement shall be unfunded and unsecured, and no special or separate fund shall be established and no other segregation of assets shall be made. The rights of the Participant under this Agreement shall be no greater than those of a general unsecured creditor of the Company. In addition, the Stock Units shall be subject to such restrictions as the Company may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which Shares are then listed, any Company policy and any applicable federal or state securities law.

(d) Except as otherwise provided in this Agreement or the Plan, settlement of the Stock Units shall occur as soon as practicable after the end of the Restricted Period (as defined below), and upon the satisfaction of all other applicable conditions as to the Stock Units (including the payment by the Participant of all applicable withholding taxes), but in no event later than March 15 of the calendar year following the calendar year in which the Stock Unit vests.

2. Restrictions.

(a) The Participant shall have no rights as a stockholder of the Company by virtue of any Stock Unit unless and until such Stock Unit vests and resulting Shares are issued to the Participant.

(b) None of the Stock Units may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the Restricted Period, except as may be permitted by the Plan or as otherwise permitted by the Committee in its sole discretion or pursuant to rules adopted by the Committee in accordance with the Plan.

(c) Any attempt to dispose of the Stock Units or any interest in the Stock Units in a manner contrary to the restrictions set forth in this Agreement shall be void and of no effect.

3. Restricted Period and Vesting. The “Restricted Period” is the period beginning on the Grant Date and ending on the date the Stock Units, or such applicable portion of the Stock Units, become vested under the schedule set forth in the Notice or otherwise in accordance with this Agreement. The Stock Units shall become vested and no longer subject to forfeiture under Section 4 upon expiration of the Restricted Period.

4. Forfeiture. If during the Restricted Period (i) the Participant incurs a termination of Service with the Company for any reason, (ii) there occurs a material breach of these Terms and Conditions by the Participant, or (iii) the Participant fails to meet the tax withholding obligations described in Section 5(a) hereof, all rights of the Participant to the Stock Units that have not vested in accordance with the vesting terms set forth in the Notice or otherwise in accordance with this Agreement as of the date of such event shall terminate immediately and be forfeited in their entirety.

5. Withholding.

(a) The Committee shall determine the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect to any income recognized by the Participant with respect to the Stock Units. The Participant shall be required to meet any applicable tax withholding obligation in accordance with the provisions of the Plan and this Agreement.

(b) Subject to any rules prescribed by the Committee, the Participant shall have the right to elect to meet any withholding requirement (i) by having withheld from this Award at the appropriate time that number of whole Shares whose Fair Market Value is equal to the amount of any taxes required to be withheld with respect to such Award, (ii) by direct payment to the Company in cash of the amount of any taxes required to be withheld with respect to such Award or (iii) by a combination of shares and cash.

6. Defined Terms. Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Plan.

7. Nonassignability. The Stock Units may not be sold, assigned, transferred (other than by will or the laws of descent and distribution, or to an inter vivos trust with respect to which the Participant is treated as the owner under Sections 671 through 677 of the Code), pledged, hypothecated, or otherwise encumbered or disposed of until the restrictions on such Stock Units, as set forth in this Agreement, have lapsed or been removed.

8. Participant Representations. The Participant hereby represents to the Company that the Participant has read and fully understands the provisions of the Notice, these Terms and Conditions and the Plan and the Participant’s decision to participate in the Plan is completely voluntary. Further, the Participant acknowledges that the Participant is relying solely on his or her own advisors with respect to the tax consequences of this award.

9. Regulatory Restrictions on the Units. Notwithstanding any other provision of the Plan, the obligation of the Company to issue Shares in connection with this Award under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of Shares pursuant to this Agreement prior to the satisfaction of all legal requirements relating to the issuance of such Shares, to their registration, qualification or listing or to an exemption from registration, qualification or listing.

10. Miscellaneous.

(a) Notices. All notices, requests, deliveries, payments, demands and other communications which are required or permitted to be given under these Terms and Conditions shall be in writing and shall be either delivered personally or sent by registered or certified mail, or by private courier, return receipt requested, postage prepaid to the parties at their respective addresses set forth herein, or to such other address as either shall have specified by notice in writing to the other. Notice shall be deemed duly given hereunder when delivered or mailed as provided herein.

(b) Waiver. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

(c) Entire Agreement. These Terms and Conditions, the Notice and the Plan constitute the entire agreement between the parties with respect to the subject matter hereof.

(d) Binding Effect; Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto and to the extent not prohibited herein, their respective heirs, successors, assigns and representatives. Nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto and as provided above, their respective heirs, successors, assigns and representatives any rights, remedies, obligations or liabilities.

(e) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

(f) Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of these Terms and Conditions.

(g) Conflicts; Amendment. The provisions of the Plan are incorporated in this Agreement in their entirety. In the event of any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan shall control. The Agreement may be amended at any time by written agreement of the parties hereto.

(h) No Right to Continued Employment. Nothing in this Agreement shall confer upon the Participant any right to continue in the employ or service of the Company or affect the right of the Company to terminate the Participant’s employment or service at any time.

(i) Further Assurances. The Participant agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments and agreements which may be reasonably required by the Company or the Committee, as the case may be, to implement the provisions and purposes of the Notice and these Terms and Conditions and the Plan.

EX-99.1 4 ex_741784.htm EXHIBIT 99.1 ex_741784.htm

Exhibit 99.1

Natural Grocers by Vitamin Cottage, Inc. Announces Appointment of Richard Hallé as Chief Financial Officer

Lakewood, Colorado, October 31, 2024. Natural Grocers by Vitamin Cottage, Inc. (NYSE: NGVC) today announced that Richard Hallé has been appointed Chief Financial Officer of the Company effective January 1, 2025. Mr. Hallé has served as a member of Natural Grocers’ board of directors and audit committee since 2012 and will succeed Todd Dissinger, who will retire on December 31, 2024, as previously announced.

“I am thrilled to welcome Rich to the Natural Grocers executive team as Chief Financial Officer. Rich’s deep, strategic knowledge of our company from his many years of service on the board and strong background as a seasoned finance executive make him the ideal fit as we continue to execute to our founding principles,” said Kemper Isely, Natural Grocers’ Chairman and Co-President. “He has a strong track record of value creation and brings significant experience in corporate finance, accounting, business operations and financial reporting to our company. We are grateful for Todd’s significant contributions to Natural Grocers during his tenure and appreciate his continued service through the end of 2024 to ensure a successful transition. We wish him the best in retirement.”

“I am grateful to Kemper and our board for this opportunity,” said Mr. Hallé. “It has been a privilege to serve on Natural Grocers’ board, and I am excited to contribute in this new role as we work together to provide the communities we serve access to affordable, high-quality natural and organic products while creating value for our stockholders.”

Mr. Hallé previously served as a managing director of Alvarez and Marsal Private Equity Performance Improvement Group from March 2023 to October 2024. From 2011 until 2021, Mr. Hallé served as the Chief Financial Officer of Vivial Inc., overseeing finance, including accounting, treasury, tax, planning, forecasting, budgeting and financial reporting. Previously, Mr. Hallé served as the Chief Financial Officer and Secretary of DTN Holding Company, Inc. from 2003 to 2008, and as a Managing Director of FTI Consulting, Inc. from 2002 to 2003, where he developed business and finance strategies.

About Natural Grocers by Vitamin Cottage

Natural Grocers by Vitamin Cottage, Inc. (NYSE: NGVC) is an expanding specialty retailer of natural and organic groceries, body care products and dietary supplements. The products sold by Natural Grocers must meet strict quality guidelines and may not contain artificial colors, flavors, preservatives or sweeteners, or partially hydrogenated or hydrogenated oils. The Company sells only USDA certified organic produce and exclusively pasture-raised, non-confinement dairy products, and free-range eggs. Natural Grocers’ flexible smaller-store format allows it to offer affordable prices in a shopper-friendly, clean and convenient retail environment. The Company also provides extensive free science-based nutrition education programs to help customers make informed health and nutrition choices. The Company, founded in 1955, has 169 stores in 21 states.

Visit www.NaturalGrocers.com for more information and store locations.

Investor Contact:

Reed Anderson, ICR, 646-277-1260, reed.anderson@icrinc.com