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. 1)

 

Filed by the Registrant x
 
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
x Definitive Additional Materials
¨ Soliciting Material under §240.14a-12

 

RITE AID CORPORATION
 
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
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¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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  (2) Aggregate number of securities to which transaction applies:
    
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¨ Fee paid previously with preliminary materials.
   
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
     
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EXPLANATORY NOTE

 

On May 26, 2020, Rite Aid Corporation (the “Company”) filed a definitive proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission. Due to a clerical error, the Director Compensation Table for Fiscal Year 2020 on page 26 of the Proxy Statement omitted information in the column entitled “Total,” which represents the sum of the preceding columns. In all other respects, the table and related footnotes were correct as filed. This Amendment is being filed to provide the omitted information. The corrected table appears below with the footnotes that were provided with the original table. Except as described herein, this Amendment does not modify or update any disclosures presented in the Proxy Statement. In addition, this Amendment does not reflect events occurring after the date of the Proxy Statement or modify or update disclosures that may have been affected by subsequent events.

 

DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2020

 

The following Director Compensation Table sets forth fees, awards, and other compensation paid to or earned by our non-management directors who served during the fiscal year ended February 29, 2020:

 

Name   Fees
Paid in
Cash ($)
  Stock
Awards
($)(1)(2)
  Option
Awards
($)
  Non-Equity
Incentive
Plan
Compensation
($)
  Change In
Nonqualified
Deferred
Compensation ($)
  All Other
Compensation
($)
  Total
($)
Elizabeth ‘Busy’ Burr   79,750   119,966                   199,716
Bruce G. Bodaken   200,000   119,966           319,966
Robert E. Knowling, Jr.   110,000   119,966           229,966
Kevin E. Lofton   110,000   119,966           229,966
Louis P. Miramontes   120,000   119,966           239,966
Arun Nayar   110,000   119,966           229,966
Katherine B. Quinn   72,500   119,966                   192,466
Marcy Syms   100,000   119,966           219,966
Joseph B. Anderson, Jr.(3)   27,750             27,750
Michael N. Regan(3)   30,525             30,525

 

(1) Represents the grant date fair value of stock awards granted in fiscal year 2020 in accordance with Financial Accounting Standards Board (“FASB”) Topic 718. For information regarding the assumptions used in determining the fair value of an award, please refer to Note 17 to our financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended February 29, 2020, filed with the SEC on April 27, 2020. Delivery of the shares underlying the stock awards is deferred until the directors’ separation from services.

 

(2) The number of unvested restricted stock awards outstanding as of February 29, 2020 for each director is detailed in the table below.

 

Name Grant Date Number of
Stock
Awards (#)
Elizabeth ‘Busy’ Burr  
Bruce G. Bodaken July 17, 2017 259
Kevin E. Lofton July 17, 2017 259
Louis P. Miramontes  
Katherine B. Quinn  
Marcy Syms July 17, 2017 259
Joseph B. Anderson, Jr.  
Michael N. Regan  

 

(3) Each of Mr. Anderson and Mr. Regan served as a member of the Board through April 10, 2019. Upon their separation from the Board, each of Mr. Anderson and Mr. Regan became vested in 259 shares of our stock remaining from the grant of RSUs made on July 17, 2017.

 

 

 

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