false 0001547459 0001547459 2020-08-05 2020-08-05

 

 

 

 

 

 

 

 

Date of report (Date of earliest event reported): August 6, 2020 (August 5, 2020)

 

 

(Exact name of registrant as specified in its charter)

 

 

 

(Address of principal executive offices) (Zip Code)

 

(Registrant’s telephone number, including area code)

 

(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:

 

 

 

 

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. ☐

 

 

 

On August 6, 2020, Natural Grocers by Vitamin Cottage, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended June 30, 2020. A copy of the press release is furnished herewith as Exhibit 99.1.

 

The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Additionally, the information contained in this Item 2.02 or Exhibit 99.1 shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

On August 5, 2020, the Company’s Board of Directors (the “Board”) unanimously elected David C. Rooney as a Class II director to serve an initial term expiring at the Company’s 2023 annual meeting of stockholders. Mr. Rooney’s election filled the vacant seat on the Board created by the previously announced retirement of Michael T. Campbell, which was effective August 5, 2020. Mr. Rooney, who recently retired as an audit partner at Deloitte & Touche LLP, was also appointed to serve as Chair of the Board’s Audit Committee.

 

As an independent director, Mr. Rooney will receive cash and equity compensation pursuant to the Company’s standard compensation arrangements for non-employee directors. Mr. Rooney will receive a base annual retainer of $40,000 in cash and an additional annual retainer of $15,000 in cash as Chair of the Audit Committee. He will also receive an annual restricted stock unit award valued at $60,000, vesting on the first anniversary of each grant date. Upon his election, Mr. Rooney received a pro-rated equity award of $35,000, vesting on March 6, 2021. Mr. Rooney will enter into the Company’s standard indemnification agreement. There is no arrangement or understanding between Mr. Rooney and any other person pursuant to which Mr. Rooney was elected as a director and there are no transactions involving Mr. Rooney requiring disclosure under Item 404(a) of Regulation S-K.

 

On August 6, 2020, the Company issued a press release regarding Mr. Rooney’s election. The press release is attached as Exhibit 99.2 to this Current Report. Exhibit 99.2 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act.

 

On August 6, 2020, the Company issued a press release regarding Mr. Rooney’s election. A copy of the press release is furnished herewith as Exhibit 99.2. Exhibit 99.2 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Additionally, the information contained in Exhibit 99.2 shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

 

(d)     Exhibits.

 

 

 

 

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 hereunto duly authorized.

 

Dated: August 6, 2020