Grocery Outlet Holding Corp

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 (Amendment No. )

Grocery Outlet Holding Corp.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

We are proud to have grown our store base and market share in 2023, as we achieved record sales and adjusted EBITDA. We delivered these results while continuing to fulfill our mission of Touching Lives for the Better. We have positively impacted the lives of millions of people throughout our 78-year history and this impact increases as the business grows.

Our underlying business fundamentals remain healthy. Each of our stores continues to offer customers a wide assortment of goods at unbeatable values in a fun, treasure hunt shopping experience. Our ever-changing assortment of “WOW!” deals of quality, name-brand products differentiates us with customers across a broad range of income levels, demographics and geographies. And our entrepreneurial Independent Operators (IOs) create a neighborhood feel through personalized customer service and a local product offering. The resulting unique value proposition generates strong customer loyalty and brand affinity.

We are executing our long-term growth strategy built on three primary pillars: strengthening our core business model, evolving our business and expanding our reach. We believe that our compelling WOW! Shopping experience will continue to drive new and existing customers to shop in our stores. And we are well positioned to continue to expand our footprint and increase our market share.

We would like to highlight several areas of importance for Grocery Outlet in 2023 and continuing into 2024.

Financial Performance and Operations

We delivered strong top-line growth in 2023, with comparable store sales increasing 7.5% and customer count increasing 8.3%. Same store sales growth together with new store contributions resulted in a record $4 billion in total net sales. We also drove healthy bottom-line growth with adjusted EBITDA increasing by 17.7% and adjusted net income increasing by 15.2%. We generated $303.4 million of operating cash flow, and we invested $175.6 million in capex, net of tenant improvement allowances. Further, we ended 2023 with healthy product inventory to carry us into 2024 and net leverage of less than 1x adjusted EBITDA.

During the third quarter of 2023 the implementation of new system upgrades resulted in ordering and inventory disruptions, which impacted our results of operations during the remainder of the year. Although data integration efforts have taken longer than expected, we have made steady progress and we look forward to realizing the benefits of our new systems in 2024 and beyond. This new platform will support the growth of our business and store base in the years to come.

Other key strategic initiatives that will strengthen our value proposition and contribute to future growth include our personalization app and our new private label program. Our personalization app recently rolled out to all Grocery Outlet stores and we will soon begin to invest in marketing to drive downloads and adoption. Our private label program will launch later this year and will initially focus on everyday-value commodity categories that deliver better value and margin and complete the full shop.

New Store Growth

New store growth remains an important driver of long-term shareholder value, and our broad customer appeal supports significant new store growth opportunities in existing and new markets. We operate in 16 states today and we plan to continue expanding our reach to additional customers and geographies across the United States.

We recently announced the closing of our acquisition of United Grocery Outlet (UGO), which added 40 stores and a multi-temperature distribution center to our network. We believe UGO is an ideal strategic fit with our business, given our similar business models, customer value propositions, and shared mission of serving and helping others. This acquisition provides Grocery Outlet with scale in a new geography, as well as a platform for future expansion in the Southeast. We are thrilled to welcome the United Grocery Outlet team into the Grocery Outlet family, and we look forward to working together on the many growth opportunities ahead.

Our long-term goal is to expand our store base by approximately 10% annually, through organic growth and additional real estate opportunities that align with our long-term store growth strategies. In fiscal 2023, we opened 27 net new stores. In the current year, on top of the addition of the United Grocery Outlet stores, we plan to open 15 to 20 stores for a total of 55 to 60 net new stores. As we look toward 2025, our real estate pipeline is healthy and we are well positioned to deliver on our 10% annual growth goal in the years ahead.

Our Communities, Our People and Our Planet

We published our inaugural ESG report in 2023, which describes how our long-term success is naturally aligned with our ability to positively impact our Communities, our People and our Planet. In our Communities, we save customers money, increase food access, and partner with our Independent Operators (IOs) to give back and enrich the communities we serve. We serve our People by providing entrepreneurial opportunities and support to IOs, and by empowering our employees with growth and development opportunities. For our Planet, we reduce food waste and energy use through our opportunistic sourcing model, supplier partnerships and collaboration with IOs.

We are committed to continuously enhancing our transparency, improving our sustainability practices, and effectively meeting the expectations of our stakeholders. Our ESG report included initial data on certain activity metrics within the Sustainability Accounting Standards Board framework for the Food Retail & Distributors industry. We also conducted and reported on our first Greenhouse Gas emissions inventory, which included Scope 1, Scope 2, and select Scope 3 emission categories, to better understand our overall impact.

In closing, as we celebrate five years as a public company, we would like to thank all Grocery Outlet team members, our IOs, our suppliers, investors and other stakeholders for their dedication and many contributions. We take great pride in the leadership role we play in building and growing this unique business and consider it a privilege to serve as the stewards of your capital. We are well positioned to continue to grow our business and strengthen our mission of Touching Lives for the Better and are confident in the future.

On behalf of Grocery Outlet’s Board and management team, we look forward to welcoming you at our 2024 Annual Meeting.

Sincerely,

Notice of Annual Meeting of Stockholders

To be held on Monday, June 3, 2024

11:00 a.m. Pacific Daylight Time

www.virtualshareholdermeeting.com/GO2024

To the Stockholders of Grocery Outlet Holding Corp.:

Notice is hereby given that the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) of Grocery Outlet Holding Corp. (the “Company”) will be on Monday, June 3, 2024, at 11:00 a.m. Pacific Daylight Time online through a live webcast atwww.virtualshareholdermeeting.com/GO2024. At the 2024 Annual Meeting, stockholders will be asked:

Election of Class II Directors. To elect the three Class II directors named in the accompanying proxy statement to hold office effectively until the 2026 annual meeting of stockholders and until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service.

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Ratify the appointment of Deloitte & Touche LLP for Fiscal Year 2024. To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2024.

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Say-on-Pay. To approve an advisory (non-binding) vote on the Company’s named executive officer compensation.

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To transact such other business as may properly come before the 2024 Annual Meeting and any adjournment or postponement thereof.

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The accompanying proxy statement describes each of these items of business in detail.

Only stockholders of record as of April 9, 2024 will be entitled to attend and vote at the 2024 Annual Meeting and any adjournment or postponement thereof. There will not be a physical location for the 2024 Annual Meeting and you will not be able to attend the meeting in person. We have designed the virtual format of the 2024 Annual Meeting to provide stockholders substantially the same rights and opportunities to participate as they would have at an in-person meeting.

Your vote is important. To be sure your vote counts and assure a quorum, please promptly vote over the Internet or by telephone or by mail as described in the accompanying proxy statement, whether or not you plan to participate in the 2024 Annual Meeting via live webcast. If your shares of our common stock are held in the name of your broker, bank or other nominee, you will need to follow the instructions provided to you by the institution that holds such shares to instruct them how to vote your shares.

By order of the Board of Directors,

Luke D. Thompson

EVP, General Counsel and Secretary

Emeryville, California

April 19, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 3, 2024: