SpartanNash Shareholders Reject Board Challenge

Grand Rapids, Mich.-based SpartanNash said June 9 that preliminary results of a long-awaited shareholder vote indicate that shareholders have elected the company's entire slate of nine board nominees—closing the book, for now, on a nearly three-month board battle.

In March, activist investors Macellum Advisors and Ancora Holdings Group proposed an overhaul of SpartanNash's board, saying the grocery distributor and retailer was "wed to a flawed corporate structure" and had left valuable real estate "sitting idle on the balance sheet." Macellum and Ancora, holding approximately 4.5% of outstanding common shares in the company, sought to replace current SpartanNash board chair Douglas Hacker and directors Margaret Shan Atkins and William Voss with their own slate of three candidates: Jonathan Duskin, founder and CEO of Macellum Capital Management, and John Fleming and Michael Lewis, both Walmart veterans.

SpartanNash fought the move, saying the challengers didn't have a firm grasp on SpartanNash's business and long-term transformation efforts and were focused on a short-term strategy that was built on outdated information. The company also countered that its board refreshment process, undertaken with the help of executive consultants in 2021, had resulted in increased diversity in the SpartanNash boardroom that would lend valuable fresh perspectives to the company—and that Macellum and Ancora's slate of nominees wouldn't contribute anything to that intentional effort.

Electing the challenger's nominees, SpartanNash had argued in March, could "derail the company’s progress and risk the value of our shareholders’ investment." Last week, in its first-quarter earnings statement, SpartanNash reported that it had already hit the low end of its full-year cost savings target and that gross-profit rate had improved to 16.3% of net sales in the quarter vs. 15.7% of net sales in the first quarter of fiscal 2021.

In a June 9 news release, SpartanNash said a preliminary vote count by its proxy solicitor showed that the company's nine nominees—Douglas Hacker, Shân Atkins, Matthew Mannelly, Julien Mininberg, Jaymin Patel, Maj. Gen. (Ret.) Hawthorne Proctor, Pamela Puryear, William Voss and company President and CEO Tony Sarsam—had been reelected by a substantial margin.

"We appreciate the significant support for the company's plan that we have received from our shareholders throughout this process," SpartanNash said in a statement. "Today’s outcome reinforces that SpartanNash shareholders recognize that the company’s strategy is working and the company has the right board in place to continue guiding the business forward."