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ARKO Corp

For the period ended Jun 6, 2024. Filed Apr 19, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 6, 2024 · Filed Apr 19, 2024

Use the contents to explore the available documents and sections.

ARKO$3.97+2.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant☒ Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

To the Stockholders of ARKO Corp.,

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of ARKO Corp. (the “Company” or “ARKO”) to be held on June 6, 2024, at 10:00 a.m. Eastern Time. The Annual Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast to enable our stockholders to participate from any location around the world that is convenient for them. You will be able to attend the Annual Meeting by visitingwww.virtualshareholdermeeting.com/ARKO2024.

The matters expected to be acted upon at the Annual Meeting are described in detail in the accompanying Notice of Annual Meeting and proxy statement.

You may cast your vote over the Internet, by telephone, or by completing and mailing a proxy card to ensure that your shares will be represented. Your vote by proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend. Returning the proxy does not deprive you of your right to attend virtually and vote your shares electronically at the Annual Meeting.

Thank you for your continued investment in ARKO.

Arie Kotler

Chairman, President and Chief Executive Officer

NOTICE OF THE 2024 ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of ARKO Corp. (the “Company” or “ARKO”) is to be held on June 6, 2024, at 10:00 a.m. Eastern Time. The Annual Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast. You will be able to attend the Annual Meeting by visitingwww.virtualshareholdermeeting.com/ARKO2024.

We are holding the Annual Meeting for the following purposes, which are more fully described in the proxy statement accompanying this Notice:

To vote to elect five (5) directors to serve until the annual meeting of stockholders in 2025 or until their respective successors are duly elected and qualified.

To consider and vote on a non-binding advisory resolution regarding the compensation of our named executive officers.

To vote on a proposal to amend the ARKO Corp. 2020 Incentive Compensation Plan (the “2020 Plan”) to increase the number of shares of the Company’s common stock, par value $0.0001 per share (the “common stock”), available for awards thereunder.

To ratify the appointment of Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm for the 2024 fiscal year.

To vote on a stockholder proposal to have an independent board chairman, if properly presented at the Annual Meeting.

To consider any other business that is properly presented at the meeting and any adjournment or postponement thereof.

You may vote if you were a record owner of our common stock (NASDAQ: ARKO) at the close of business on April 12, 2024.

The Notice of Internet Availability of Proxy Materials (“Notice”), proxy statement and form of proxy are being distributed and made available on the Internet on or about April 19, 2024. As more fully described in the Notice, all stockholders may choose to access our proxy materials on the website referred to in the Notice or may request a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials electronically or by mail.

Your vote is very important. Stockholders may vote their shares (1) at the virtual Annual Meeting, (2) by telephone, (3) through the Internet in advance, or (4) by completing and mailing a proxy card if you receive your proxy materials by mail. Specific instructions for voting by telephone at 1-800-690-6903 or through the Internet (including voting deadlines) are included in the Notice and in the proxy card. For specific instructions on how to vote your shares, please refer to the instructions on the Notice, in the section titled “INFORMATION ABOUT OUR ANNUAL MEETING” of this Proxy Statement or on the proxy card. Whether or not you expect to attend the Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice or the proxy card you received in the mail.

By order of the Board of Directors,

MAURY BRICKS

General Counsel and Secretary

Richmond, Virginia

April 19, 2024

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on

June 6, 2024. The Company’s Proxy Statement and Annual Report, provided to Stockholders on or about

April 19, 2024 are available atwww.proxyvote.com.

TABLE OF CONTENTS

Page
Information About our Annual Meeting1
Directors & Named Executive Officers7
Corporate Governance11
Stock Ownership18
Section 16(a) Beneficial Ownership Reporting Compliance20
Securities Authorized for Issuance under Equity Compensation Plans21
Compensation Discussion and Analysis22
Compensation Committee Report31
Compensation Tables32
Proposal No. 1 – Election of Directors *47
Proposal No. 2 – Non-Binding Advisory Resolution Regarding the Compensation of our Named Executive Officers *48
Proposal No. 3 – Amendment to the ARKO Corp. 2020 Incentive Compensation Plan *49
Proposal No. 4 – Ratification of Independent Registered Public Accounting Firm *55
Audit Committee Report57
Proposal No. 5 – Stockholder Proposal to Have an Independent Board Chairman *58
Where to Get Additional Information60
Cost of Proxy Statement60
Stockholder Communications60
Other Business *61
Appendix AA-1
  • To be voted on at the meeting

ARKO CORP.

PROXY STATEMENT

You are receiving this Proxy Statement because you owned shares of common stock, par value $0.0001 (“common stock”), of ARKO Corp., a Delaware corporation, as of April 12, 2024, which entitles you to vote those shares at our 2024 Annual Meeting of Stockholders (the “Annual Meeting”). Our Board of Directors (the “Board”) is soliciting proxies from stockholders who wish to vote their shares at the Annual Meeting. By using a proxy, you can vote even if you do not attend the Annual Meeting. This Proxy Statement describes and provides information about the matters on which you are being asked to vote so that you can make an informed decision. ARKO Corp. is referred to in this document as “ARKO,” “we,” “us,” “our,” and the “Company.”

The Notice of Internet Availability of Proxy Materials (the “Notice”), proxy statement and form of proxy are first being distributed to stockholders and made available to stockholders via the Internet on or about April 19, 2024. Stockholders should review the information contained in this Proxy Statement together with our 2023 Annual Report, which accompanies this Proxy Statement.

Our Internet website and the information contained therein or linked thereto are not incorporated by reference or otherwise made a part of this Proxy Statement.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.