Grocery Outlet (GO) Proxy filing summary

Executive summary

• Fiscal 2025 focused on foundational improvements, including leadership changes, systems stabilization, and a store refresh program, but financial performance fell short of expectations, prompting decisive actions to optimize the store network and exit unprofitable locations.

• Net sales increased 7.3% to $4.69 billion, but the company reported a net loss of $224.9 million, with comparable store sales up 0.5% and adjusted EBITDA at $254.3 million.

• Leadership was strengthened with the appointment of a new CEO and four new independent directors, enhancing expertise in key areas such as operations, supply chain, and technology.

• The company remains committed to its differentiated business model and expects 2026 performance to reflect ongoing improvements.

Voting matters and shareholder proposals

• Stockholders will vote on the election of ten directors, ratification of Deloitte & Touche LLP as the independent auditor, an advisory vote on executive compensation, and an advisory vote on the frequency of future say-on-pay votes (Board recommends every year).

• All director nominees, except the CEO and Chairman, are considered independent.

• The Board unanimously recommends voting in favor of all proposals.

Board of directors and corporate governance

• The Board was declassified, with all directors now serving one-year terms.

• Four new directors were added in the past year, increasing diversity and expertise.

• The Board is majority independent, with fully independent committees and a Lead Independent Director role.

• Governance practices include annual self-evaluations, majority voting for directors, and no dual-class stock or poison pill.