Grocery Outlet (GO) Proxy Filing summary

Executive summary

• Fiscal 2024 saw a 10.1% increase in net sales to $4.37 billion, but margins declined and adjusted EBITDA fell by 6.3% due to ERP implementation and execution challenges.

• Leadership changes included the appointment of Jason Potter as President and CEO in early 2025, following an interim period led by Eric Lindberg.

• The company opened 25 net new stores, including 40 from an acquisition, ending the year with 533 stores.

• The board is focused on operational improvements and returning to historical growth and performance.

Voting matters and shareholder proposals

• Election of three Class III directors for terms ending in 2026.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal 2025.

• Advisory vote on executive compensation (Say-on-Pay).

• Amendment to allow stockholders with 25%+ ownership to call special meetings.

• Amendment to permit officer exculpation consistent with Delaware law.

Board of directors and corporate governance

• Board comprises a majority of independent directors, with fully independent committees.

• Lead Independent Director role established; board declassification to be completed in 2026.

• Board and committees conduct annual self-evaluations and regular executive sessions.

• Director nomination rights exist for certain stockholders; CEO is always nominated.

• Board diversity includes three female directors and one ethnically diverse director.