Grocery Outlet (GO) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 2, 2025, at 11:00 AM PDT, with virtual participation available.

• Shareholders are encouraged to review proxy materials and vote by June 1, 2025.

Voting matters and shareholder proposals

• Election of three Class III directors: Carey F. Jaros, Eric J. Lindberg, Jr., and Jason Potter, all recommended by the board.

• Ratification of Deloitte & Touche LLP as independent auditor for the fiscal year ending January 3, 2026.

• Advisory (non-binding) vote on named executive officer compensation.

• Amendment to allow stockholders with 25%+ ownership to request a special meeting.

• Amendment to permit officer exculpation in line with Delaware law changes.

Board of directors and corporate governance

• Board recommends all director nominees and all proposals for approval.

• Proposals include governance enhancements such as special meeting rights and officer exculpation.