After a months-long proxy battle, SpartanNash shareholders re-elected all nine board members today in a preliminary vote count at the grocery distributor/retailer’s 2022 annual stockholders meeting.
Grand Rapids, Mich.-based SpartanNash said Thursday that shareholders voted “with a substantial margin” in favor of Chairman Douglas Hacker, President and CEO Tony Sarsam and other independent director nominees Shân Atkins, Matthew Mannelly, Julien Mininberg, Jaymin Patel, Hawthorne Proctor, Pamela Puryear and William Voss. The annual meeting was held virtually.
Final voting results, including on board members and other proposals at the annual meeting, will be set forth in a Form 8-K filed by SpartanNash with the U.S. Securities and Exchange Commission, the company said.
“We appreciate the significant support for the company’s plan that we have received from our shareholders throughout this process. 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,” SpartanNash said in a statement. “The board and management team will remain focused on executing the company’s ongoing transformation through our operating model and ‘People First’ culture to drive long-term, sustainable value creation for our shareholders. We thank our 17,500 SpartanNash associates for their continued dedication to serving our customers, our store guests and one another.”
In March, activist investors Macellum Advisors GP, Ancora Holdings Group and affiliates nominated three independent candidates — Macellum Capital Management CEO Jonathan Duskin and retail veterans John Fleming and Michael Lewis — to replace longtime SpartanNash board members Hacker, Atkins and William Voss. The investor group, which said it owns about 4.5% of SpartanNash’s outstanding common shares, claims the grocery distributor/retailer’s leadership is responsible for “missteps” that have led to subpar operating results and extended underperformance in share price.
However, in the April 28 letter to shareholders, SpartanNash said its board nominees outmatch the investor group’s nominations, who lack “additive skills” and would reduce the board’s diversity.
On May 31, SpartanNash announced that independent proxy advisory firm Glass Lewis & Co. recommended that shareholders vote for the distributor’s director nominees at the annual meeting. The same day, the investor group reported that Institutional Shareholder Services Inc. (ISS), another independent proxy advisory firm, recommended that SpartanNash shareholders “vote for boardroom change” by supporting the addition of Lewis and Fleming to the distributor’s board.
In February, SpartanNash expanded its board to 12 members with the appointment of new independent directors Mininberg, Patel and Puryear. The company described the move as a “board refreshment,” as plans call for the board to shrink back to nine members after the shareholders meeting, where directors Frank Gambino, Yvonne Jackson and Elizabeth Nickels wouldn’t stand for re-election. SpartanNash said that, after the annual meeting, eight of its nine board directors will be independent, with five appointed in the last four years.
Through its core food wholesaling business, SpartanNash distributes to all 50 states, supplying 145 corporate-run supermarkets in nine Midwestern states — which constitute its retail business unit — and over 2,100 independent grocery retailers nationwide. The company also distributes to 160 military commissaries and over 400 exchanges in the United States and internationally.
