Grocery Outlet Holding Corp.
For the period ended Jun 1, 2026. Filed Apr 21, 2026.
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Jun 1, 2026 · Filed Apr 21, 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 (Amendment No. )
| ☑ 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 | ||
GROCERY OUTLET HOLDING CORP.
(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): | ||
| Check the appropriate box: | ||
| ☑ | 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 | |
Dear Fellow Stockholders,
Fiscal 2025 was a year of important foundational work designed to meaningfully improve operations and return Grocery Outlet to its historical track record of strong performance and growth. We welcomed Jason Potter as President and Chief Executive Officer, brought in strong leaders across the business, continued to make progress on critical systems stabilization work, and sharpened our focus to allow us to close execution gaps and better deliver the distinctive value that only Grocery Outlet, with our unique sourcing capabilities and independent operator model, can offer.
This work was broad and deliberate: we strengthened leadership across operations, merchandising, supply chain, finance and information technology; upgraded tools and support for our independent operators; enhanced our systems; and launched our store refresh program. Early results were encouraging — store traffic rose, operator sentiment improved, and our store refresh pilots outperformed their control groups. These results reinforce our conviction that our differentiated business model continues to resonate when execution is strong.
Even so, our second-half performance fell short — for our customers, our stockholders, and ourselves. The pace of improvement did not match what we believe this business is capable of. A hard look at the business from end to end made clear that as cost pressures had intensified for consumers, we needed to strengthen the value perception of our offering. We responded swiftly and decisively. Entering 2026, we are doubling-down on our opportunistic product pipeline, optimizing our store network, and exiting locations without a viable path to sustained profitability.
Our priorities for the year ahead build on this foundation and are designed to restore historical levels of profitability. We are elevating the in-store experience across the fleet, expanding our store refresh program, and continuing to open new stores while closing underperforming store locations to operate a more focused store network designed to support stronger execution, profitability, and returns on invested capital. We remain equally committed to ensuring that our entrepreneurial independent operators have the tools, products, and support they need to serve their customers.
We have also continued to strengthen the expertise on our Board in line with our strategic priorities. Over the past year, we added four independent directors to our Board with relevant experience across the grocery, retail and consumer sectors, as well as proven leadership across strategic finance, operations, supply chain, technology and marketing.
Our recent results have not met our expectations, or those of our stockholders. However, the fundamentals of our model remain strong. Our dynamic, curated product assortment continues to resonate among value-conscious consumers, and our unique buying and selling approach remains a durable point of differentiation. We firmly believe that our recent performance challenges are rooted in execution, and we are taking decisive action across the company to drive meaningful performance improvement. We expect our 2026 performance will demonstrate the impact of this work, and look forward to updating you on our progress.
In closing, we thank our Grocery Outlet team members, independent operators, and suppliers for their dedication and countless contributions. We thank you for your continued support and look forward to welcoming you to our 2026 Annual Meeting.
Sincerely,
| Eric J. Lindberg, Jr.Chairman of the Board | Erik D. RagatzLead Independent Director | Jason PotterPresident, Chief Executive Officer and Member of the Board |
|---|
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on Monday, June 1, 2026 11:00 a.m. Pacific Daylight Time
www.virtualshareholdermeeting.com/GO2026
To the Stockholders of Grocery Outlet Holding Corp.:
Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Grocery Outlet Holding Corp. (the “Company” and “our”) will be on Monday, June 1, 2026, at 11:00 a.m. Pacific Daylight Time online through a live webcast atwww.virtualshareholdermeeting.com/GO2026 to take action on the following proposals:
| Proposal · Board Recommendation · Page | |||
|---|---|---|---|
| 1 | Election of Ten Directors to Serve until the 2027 Annual Meeting of Stockholders | FOR each director nominee | 94 |
| 2 | Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal Year 2026 | FOR | 95 |
| 3 | Advisory Vote to Approve Executive Compensation | FOR | 96 |
| 4 | Advisory Vote on the Frequency of Advisory Votes on Executive Compensation | EVERY YEAR | 97 |
In addition, the Company will transact such other business as may properly come before the 2026 Annual Meeting and any adjournment or postponement thereof. Only stockholders of record as of April 7, 2026 will be entitled to attend and vote at the 2026 Annual Meeting and any adjournment or postponement thereof. There will not be a physical location for the 2026 Annual Meeting and you will not be able to attend the meeting in person.
By order of the Board of Directors,
Luke D. Thompson
EVP, General Counsel and Secretary
Emeryville, California
April 21, 2026
YOUR VOTE IS IMPORTANT. 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 2026 ANNUAL MEETING VIA LIVE WEBCAST.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 1, 2026: Our official Notice of the 2026 Annual Meeting, Proxy Statement and Annual Report on Form 10-K for Fiscal Year 2025 are available electronically at www.proxyvote.com
TABLE OF CONTENTS
| PROXY SUMMARY | 1 |
|---|---|
| About Grocery Outlet Holding Corp. | 1 |
| 2026 Annual Meeting of Stockholders | 1 |
| Proposals and Voting Recommendations | 1 |
| Voting Methods | 2 |
| Fiscal Year 2025 Highlights | 2 |
| Director Nominees | 3 |
| Board of Directors—Governance Principles | 3 |
| Compensation of our Named Executive Officers | 4 |
| CORPORATE GOVERNANCE AND BOARD MATTERS | 6 |
| Board of Directors | 6 |
| Director Nominees | 6 |
| Specific Skills, Experience and Qualifications of Director Nominees | 7 |
| Director Recruitment, Nominations and Appointments | 9 |
| Nomination Rights and Support Obligations under our Amended and Restated Stockholders Agreement | 10 |
| Director Independence | 10 |
| Director Nominees Backgrounds and Qualifications | 11 |
| Corporate Governance | 21 |
| Chair of the Board | 21 |
| Lead Independent Director | 21 |
| Corporate Governance Guidelines | 22 |
| Board and Committee Meetings and Annual Meeting Attendance | 22 |
| Board Member Commitment Outside of the Boardroom | 22 |
| Board and Committees’ Role in Risk Oversight | 23 |
| Annual Board and Committee Self-Evaluations | 24 |
| Committees of the Board | 25 |
| Stockholder Engagement | 28 |
| Communications with the Board of Directors | 29 |
| Our Environmental, Social and Governance Approach | 29 |
| Our Commitment to Human Capital Management | 30 |
| Code of Business Conduct and Ethics | 31 |
| Director Compensation | 32 |
| AUDIT AND RISK COMMITTEE REPORT | 35 |
| OTHER AUDIT AND RISK COMMITTEE MATTERS | 38 |
| EXECUTIVE OFFICERS | 39 |
| COMPENSATION DISCUSSION AND ANALYSIS | 41 |
|---|---|
| COMPENSATION COMMITTEE REPORT | 66 |
| NAMED EXECUTIVE OFFICER COMPENSATION TABLES | 67 |
| Summary Compensation Table | 67 |
| Grants of Plan-Based Awards | 70 |
| Outstanding Equity Awards at Fiscal Year End | 72 |
| Option Exercises and Stock Vested | 74 |
| Potential Payments Upon Termination or Change in Control | 74 |
| Pay Versus Performance | 79 |
| CEO Pay Ratio | 86 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 88 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 90 |
| Delinquent Section 16(a) Reports | 92 |
| EQUITY COMPENSATION PLAN INFORMATION | 93 |
| PROPOSALS FOR CONSIDERATION AT ANNUAL MEETING | 94 |
| Proposal 1—Election of Directors | 94 |
| Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm | 95 |
| Proposal 3—Advisory Vote to Approve Executive Compensation | 96 |
| Proposal 4—Advisory Vote on the Frequency of Advisory Votes on Executive Compensation | 97 |
| ADDITIONAL INFORMATION | 98 |
| OTHER MATTERS | 104 |
Non-GAAP Financial Measures. This Proxy Statement, includes non-GAAP financial measures that exclude the impact of certain amounts. Please note that the Company’s non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. For definitions, supplemental information and reconciliations to the most directly comparable GAAP financial measures, see pages 49-53 of our 2025 Annual Report for adjusted EBITDA, adjusted net income, and adjusted diluted EPS.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.