Natural Grocers Files 8-K on Director Changes & Compensation

TL;DR

NGVC board shakeup and comp changes filed. Watch for shareholder votes.

AI Summary

Natural Grocers by Vitamin Cottage, Inc. filed an 8-K on March 12, 2024, reporting on the departure of a director, election of a new director, and changes to compensatory arrangements. The filing also covers the submission of matters to a vote of security holders and includes financial statements and exhibits. The earliest event reported was on March 6, 2024.

Why It Matters

This filing indicates potential shifts in the company's board composition and executive compensation structure, which could influence strategic decisions and investor confidence.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters and does not appear to disclose any significant negative financial events or operational disruptions.

Key Players & Entities

• Natural Grocers by Vitamin Cottage, Inc. (company) — Registrant
• March 12, 2024 (date) — Filing Date
• March 6, 2024 (date) — Earliest Event Reported Date
• Delaware (jurisdiction) — State of Incorporation
• Lakewood, Colorado (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — ge on which registered Common Stock , $0.001 par value NGVC New York Stock Excha

Filing Documents

• ngvc20240311_8k.htm (8-K) — 66KB
• ex_637589.htm (EX-10.1) — 118KB
• 0001437749-24-007470.txt ( ) — 341KB
• ngvc-20240306.xsd (EX-101.SCH) — 3KB
• ngvc-20240306_def.xml (EX-101.DEF) — 11KB
• ngvc-20240306_lab.xml (EX-101.LAB) — 15KB
• ngvc-20240306_pre.xml (EX-101.PRE) — 11KB
• ngvc20240311_8k_htm.xml (XML) — 3KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As reported in Item 5.07 of this Current Report on Form 8-K, on March 6, 2024, at the 2024 annual meeting of stockholders (the "Annual Meeting") of Natural Grocers by Vitamin Cottage, Inc. (the "Company"), the stockholders of the Company approved amendments to the Natural Grocers by Vitamin Cottage, Inc. 2012 Omnibus Incentive Plan (the "2012 Plan"). The 2012 Plan allows the Company to grant long-term incentive awards in the form of stock options, stock appreciation rights, stock grants, restricted stock units, other stock-based awards and cash-based incentive awards to eligible employees, non-employee directors and consultants of the Company. The amendments to the 2012 Plan approved by the Company's stockholders (i) increased the number of shares of the Company's common stock, par value $0.001 par value per share (the "Common Stock"), reserved for issuance under the 2012 Plan by 600,000 shares and (ii) extended the term of the 2012 Plan by seven years, to July 19, 2034. On January 25, 2024, the Company's Board of Directors unanimously adopted and approved these amendments to the 2012 Plan, subject to obtaining the approval of our stockholders at the Annual Meeting. For a description of the terms and conditions of the 2012 Plan, as approved at the Annual Meeting, see "Proposal 5: Approval of Amendments to the Natural Grocers by Vitamin Cottage Inc., Omnibus Incentive Plan" in the Company's definitive proxy statement, as filed with the Securities and Exchange Commission on January 25, 2024, which description is incorporated herein by reference. The foregoing description of the 2012 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2012 Plan, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein

07

Item 5.07 Submission of Matters to a Vote of Security Holders. The Annual Meeting was held virtually on March 6, 2024. A total of 21,614,247 shares of the Company's common stock were represented at the Annual Meeting in person or by proxy, constituting 94.9% of the outstanding shares entitled to vote at the Annual Meeting. At the Annual Meeting, the Company's stockholders voted on the following matters, which are described in detail in the proxy statement filed by the Company with the Securities and Exchange Commission on January 25, 2024: 1. To elect Heather Isely, Kemper Isely and Edward Cerkovnik as Class III directors, each to serve for a three-year term ending at the Company's 2027 Annual Meeting of Stockholders ("Proposal No. 1"); 2. To ratify the appointment of KPMG LLP ("KPMG") as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2024 ("Proposal No. 2"); 3. To approve, on an advisory basis, the compensation paid to our named executive officers ("Proposal No. 3"); 4. To hold an advisory vote on the frequency of future stockholder advisory votes regarding the compensation paid to our named executive officers ("Proposal No. 4"); and 5. To approve amendments to the 2012 Plan to: (i) increase the aggregate number of shares of the Company's Common Stock reserved for issuance thereunder by 600,000 shares and (ii) extend the term of the 2012 Plan by seven years to July 19, 2034 ("Proposal No. 5"). The Company's stockholders elected the three director nominees recommended for election in Proposal No. 1. The votes cast on Proposal No. 1 were as follows: For Withheld Broker Non-Votes Heather Isely 15,283,849 5,247,296 1,083,102 Kemper Isely 15,262,363 5,268,782 1,083,102 Edward Cerkovnik 18,481,117 2,050,028 1,083,102 The Company's stockholders approved Proposal No. 2. The votes cast on Proposal No. 2 were as follows: For Against Abstain Appointment of KPMG 21,424,440

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1* Natural Grocers by Vitamin Cottage, Inc. 2012 Omnibus Incentive Plan, as amended 104 Cover Page Interactive Data File (formatted as Inline XBRL). * Denotes a management contract or compensatory plan or arrangement. 3 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: March 12, 2024 Natural Grocers by Vitamin Cottage, Inc. By: /s/ Kemper Isely Name: Kemper Isely Title: Co-President 4

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View this 8-K filing on SEC EDGAR