Current Report Filing (8-k)
17 April 2020 - 10:16PM
Edgar (US Regulatory)
0000084129
false
--02-29
0000084129
2020-04-14
2020-04-15
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xbrli:shares
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
April 17, 2020 (April 15, 2020)
Rite Aid Corporation
(Exact name of registrant as specified in
its charter)
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Delaware
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1-5742
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23-1614034
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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30
Hunter Lane, Camp Hill, Pennsylvania
17011
(Address of principal executive offices,
including zip code)
(717)
761-2633
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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¨
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, $1.00 par value
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RAD
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The New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 5.03.
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Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.
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Effective April 15, 2020, the Board of
Directors (the “Board”) of Rite Aid Corporation (the “Company”) amended and restated the Company’s
By-Laws (as so amended and restated, the “By-Laws”) to change the threshold for stockholders of record of the Company
to call special meetings of the stockholders of the Company from stockholders of record holding at least 20% of the common stock
of the Company to stockholders of record holding at least 10% of the common stock of the Company.
The foregoing summary of the provisions
of the By-Laws is qualified in its entirety by reference to the full text of the By-Laws, a copy of which is included as Exhibit
3.1 to this report and incorporated by reference herein.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereto duly authorized.
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Date: April 17, 2020
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By:
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/s/ James J. Comitale
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Name:
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James J. Comitale
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Title:
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Executive Vice President, General Counsel & Secretary
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