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GROCERY OUTLET HOLDING CORP. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and GROCERY OUTLET HOLDING CORP.’s Form 8-K, filed June 5, 2024 (Item 5.07 on EDGAR). Page generated October 18, 2026.

  • 5Ballot items
  • 277Asset managers
  • 1,898Fund votes
  • June 3, 2024Meeting date

Results at a glance

Meeting of June 3, 2024: 5 items on GROCERY OUTLET HOLDING CORP.’s Form 8-K, filed June 5, 2024: 3 elected · 2 approved.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore GROCERY OUTLET HOLDING CORP. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by GROCERY OUTLET HOLDING CORP.

These tallies are GROCERY OUTLET HOLDING CORP.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 5, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

GROCERY OUTLET HOLDING CORP. — official shareholder meeting results, meeting held June 3, 2024
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Mary Kay Haben 88,351,7241,885,768140,620 --2,603,794 98%Elected—
Elect Director: Gail Moody-Byrd 89,764,508473,066140,538 --2,603,794 99.4%Elected—
Elect Director: Jeffrey R. York 77,951,90212,286,328139,882 --2,603,794 86%Elected—
2. Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 28, 2024 92,469,299389,433123,174 ---- 99.5%Approved—
3. Non-binding advisory resolution on the Company's named executive officer compensation for the fiscal year ended December 30, 2023 76,583,62513,664,564129,923 --2,603,794 85%Approved—

Source: GROCERY OUTLET HOLDING CORP., Form 8-K, filed with the SEC on June 5, 2024 — read the filing on EDGAR.

How asset managers voted at the GROCERY OUTLET HOLDING CORP. 2023-2024 meeting

Each item below shows how the 277 asset managers that disclosed a GROCERY OUTLET HOLDING CORP. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Mary Kay Haben

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 88,351,724AGAINST: 1,885,768
Details: description as filed, official tally, votes by 89 asset managers

Description as filed by funds: Election of Class II Directors: Mary Kay Haben

GROCERY OUTLET HOLDING CORP.’s own tally for this item (“Elect Director: Mary Kay Haben”): 88,351,724 for, 1,885,768 against, per its Form 8-K filed June 5, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Each of the following three directors were re-elected to the Company's Board of Directors as Class II directors, to serve until the Company's annual meeting of stockholders in 2026 or until their respective successors are elected and qualified.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 50,370,244 for, 89,468 against, 69,294 abstained, 8 unknown.

FOR
FOR: 50,370,244AGAINST: 89,468ABSTAIN: 69,294UNKNOWN: 8
Largest asset managers voting on “Election of Class II Directors: Mary Kay Haben” at GROCERY OUTLET HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard9,154,3640 00For
Capital Group7,937,4880 00For
BlackRock3,981,5490 00For
AMCAP FUND3,894,7630 00For
Dimensional2,596,4490 00For
Legg Mason2,506,5680 00For
Fidelity1,790,2220 00For
JANUS INVESTMENT FUND1,691,0720 00For
AllianceBernstein1,581,4880 00For
Neuberger Berman1,371,1140 00For
AB DISCOVERY GROWTH FUND, INC.1,236,8600 00For
Federated Hermes1,126,2000 00For
JPMorgan1,075,4860 00For
Charles Schwab940,4610 00For
Invesco921,3460 00For
State Street900,4192,811 00For
Nationwide889,3950 00For
Jackson National807,8200 00For
Managed Portfolio Series649,5790 00For
Equitable591,4210 00For
Principal587,7080 00For
Brighthouse477,4910 53,6280Mixed
TIAA476,9230 00For
GLENMEDE FUND INC356,3030 00For
Victory Capital331,1190 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

2. Elect Director: Gail Moody-Byrd

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 89,764,508AGAINST: 473,066
Details: description as filed, official tally, votes by 89 asset managers

Description as filed by funds: Election of Class II Directors: Gail Moody-Byrd

GROCERY OUTLET HOLDING CORP.’s own tally for this item (“Elect Director: Gail Moody-Byrd”): 89,764,508 for, 473,066 against, per its Form 8-K filed June 5, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Each of the following three directors were re-elected to the Company's Board of Directors as Class II directors, to serve until the Company's annual meeting of stockholders in 2026 or until their respective successors are elected and qualified.”
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 50,441,640 for, 18,072 against, 69,294 abstained, 8 unknown.

FOR
FOR: 50,441,640AGAINST: 18,072ABSTAIN: 69,294UNKNOWN: 8
Largest asset managers voting on “Election of Class II Directors: Gail Moody-Byrd” at GROCERY OUTLET HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard9,154,3640 00For
Capital Group7,937,4880 00For
BlackRock3,981,5490 00For
AMCAP FUND3,894,7630 00For
Dimensional2,596,4490 00For
Legg Mason2,506,5680 00For
Fidelity1,790,2220 00For
JANUS INVESTMENT FUND1,691,0720 00For
AllianceBernstein1,581,4880 00For
Neuberger Berman1,371,1140 00For
AB DISCOVERY GROWTH FUND, INC.1,236,8600 00For
Federated Hermes1,126,2000 00For
JPMorgan1,075,4860 00For
Charles Schwab940,4610 00For
Invesco921,3460 00For
State Street901,7241,506 00For
Nationwide889,3950 00For
Jackson National807,8200 00For
Managed Portfolio Series649,5790 00For
Equitable591,4210 00For
Principal587,7080 00For
Brighthouse477,4910 53,6280Mixed
TIAA476,9230 00For
GLENMEDE FUND INC356,3030 00For
Victory Capital331,1190 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

3. Elect Director: Jeffrey R. York

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

86% Majority: yes · of votes cast

FOR 86%
FOR: 77,951,902AGAINST: 12,286,328
Details: description as filed, official tally, votes by 89 asset managers

Description as filed by funds: Election of Class II Directors: Jeffrey R. York

GROCERY OUTLET HOLDING CORP.’s own tally for this item (“Elect Director: Jeffrey R. York”): 77,951,902 for, 12,286,328 against, per its Form 8-K filed June 5, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Each of the following three directors were re-elected to the Company's Board of Directors as Class II directors, to serve until the Company's annual meeting of stockholders in 2026 or until their respective successors are elected and qualified.”
Support: 86% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 43,932,177 for, 6,527,535 against, 69,294 abstained, 8 unknown.

FOR
FOR: 43,932,177AGAINST: 6,527,535ABSTAIN: 69,294UNKNOWN: 8
Largest asset managers voting on “Election of Class II Directors: Jeffrey R. York” at GROCERY OUTLET HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard9,154,3640 00For
Capital Group7,937,4880 00For
BlackRock3,981,5490 00For
AMCAP FUND3,894,7630 00For
Dimensional2,596,4490 00For
Legg Mason2,506,5680 00For
Fidelity1,709,40080,822 00For
JANUS INVESTMENT FUND1,691,0720 00For
AllianceBernstein01,581,488 00Against
Neuberger Berman1,371,1140 00For
AB DISCOVERY GROWTH FUND, INC.01,236,860 00Against
Federated Hermes1,126,2000 00For
JPMorgan1,075,4860 00For
Charles Schwab940,4610 00For
Invesco0921,346 00Against
State Street9,050894,180 00Against
Nationwide889,3950 00For
Jackson National542,319265,501 00Mixed
Managed Portfolio Series649,5790 00For
Equitable43,478547,943 00Mixed
Principal216,153371,555 00Mixed
Brighthouse161,485316,006 53,6280Mixed
TIAA476,9230 00For
GLENMEDE FUND INC356,3030 00For
Victory Capital331,1190 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

4. 3. Non-binding advisory resolution on the Company's named executive officer compensation for the fiscal year ended…

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 12 wordings of this item as funds reported it.

85% Approved · of votes cast

FOR 85%AGAINST
FOR: 76,583,625AGAINST: 13,664,564
Details: description as filed, official tally, votes by 275 asset managers

Description as filed by funds: To approve an advisory (non- binding) vote on the Company's named executive officer compensation.

GROCERY OUTLET HOLDING CORP.’s own tally for this item (“3. Non-binding advisory resolution on the Company's named executive officer compensation for the fiscal year ended December 30, 2023”): 76,583,625 for, 13,664,564 against — passed, per its Form 8-K filed June 5, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The non-binding advisory resolution on the Company's named executive officer compensation for the fiscal year ended December 30, 2023 was approved by the following votes:”
Support: 85% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 87 asset managers voting on “To approve an advisory (non- binding) vote on the Company's named executive officer compensation.” at GROCERY OUTLET HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard9,154,3640 00For
Capital Group07,937,488 00Against
BlackRock3,981,5490 00For
AMCAP FUND03,894,763 00Against
Dimensional2,596,4490 00For
Legg Mason2,506,5680 00For
Fidelity1,790,2220 00For
JANUS INVESTMENT FUND1,691,0720 00For
AllianceBernstein1,581,4880 00For
Neuberger Berman1,371,1140 00For
AB DISCOVERY GROWTH FUND, INC.1,236,8600 00For
Federated Hermes1,126,2000 00For
JPMorgan1,075,4860 00For
Charles Schwab940,4610 00For
Invesco921,3460 00For
State Street903,2300 00For
Nationwide889,3950 00For
Jackson National807,8200 00For
Managed Portfolio Series649,5790 00For
Equitable591,4210 00For
Principal587,7080 00For
Brighthouse477,4910 53,6280Mixed
TIAA476,9230 00For
GLENMEDE FUND INC356,3030 00For
Victory Capital331,1190 00For

Fund voting reports, all 87 managers: 38,625,958 for, 11,847,917 against, 53,628 abstained, 8 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 211 asset managers voting on “To approve an advisory (non- binding) vote on the Company's named executive officer compensation.” at GROCERY OUTLET HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Capital Research Global Investors08,241,977 00Against
MACKENZIE FINANCIAL CORP4,992,1670 00For
AllianceBernstein4,803,1680 00For
Man Group plc04,513,260 00Against
Capital Group6203,652,429 00Against
Clearbridge Investments, LLC2,964,5290 00For
State Street2,856,6310 00For
Jackson Square Partners, LLC2,606,8930 00For
BlackRock2,560,0780 00For
Neuberger Berman2,035,8140 00For
Janus Henderson1,816,1930 00For
GEODE CAPITAL MANAGEMENT, LLC1,626,4960 00For
JPMorgan1,230,2760 00For
Federated Hermes1,138,24611,663 00For
Invesco999,3310 00For
Charles Schwab991,0670 00For
Ranger Investment Management, L.P.963,0600 00For
Van Berkom & Associates Inc.959,3440 00For
Northern Trust890,78266 00For
MELLON INVESTMENTS Corp847,7920 00For
WCM INVESTMENT MANAGEMENT, LLC778,6930 00For
MANE GLOBAL CAPITAL MANAGEMENT LP775,3570 00For
Victory Capital517,3540 00For
Nuveen480,6000 00For
MARSHALL WACE, LLP0462,957 00Against

Institutional-manager reports, all 211 managers: 44,020,543 for, 17,269,633 against, 45,675 abstained, 10,299 not voted. Showing the 25 largest; see all in the interactive database.

5. 2. Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting…

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 6 wordings of this item as funds reported it.

99.5% Approved · of votes cast

FOR 99.5%
FOR: 92,469,299AGAINST: 389,433
Details: description as filed, official tally, votes by 89 asset managers

Description as filed by funds: To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the current fiscal year ending December 28, 2024.

GROCERY OUTLET HOLDING CORP.’s own tally for this item (“2. Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 28, 2024”): 92,469,299 for, 389,433 against — passed, per its Form 8-K filed June 5, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 28, 2024 was approved by the following votes:”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 50,444,003 for, 31,375 against, 53,628 abstained, 8 unknown.

FOR
FOR: 50,444,003AGAINST: 31,375ABSTAIN: 53,628UNKNOWN: 8
Largest asset managers voting on “To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting f” at GROCERY OUTLET HOLDING CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard9,154,3640 00For
Capital Group7,937,4880 00For
BlackRock3,981,5490 00For
AMCAP FUND3,894,7630 00For
Dimensional2,596,4490 00For
Legg Mason2,506,5680 00For
Fidelity1,790,2220 00For
JANUS INVESTMENT FUND1,691,0720 00For
AllianceBernstein1,581,4880 00For
Neuberger Berman1,371,1140 00For
AB DISCOVERY GROWTH FUND, INC.1,236,8600 00For
Federated Hermes1,126,2000 00For
JPMorgan1,075,4860 00For
Charles Schwab940,4610 00For
Invesco921,3460 00For
State Street902,406824 00For
Nationwide889,3950 00For
Jackson National807,8200 00For
Managed Portfolio Series649,5790 00For
Equitable591,4210 00For
Principal587,7080 00For
Brighthouse477,4910 53,6280Mixed
TIAA476,9230 00For
GLENMEDE FUND INC356,3030 00For
Victory Capital331,1190 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

Largest GROCERY OUTLET HOLDING CORP. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 100,147,065 shares outstanding at the time of that meeting.

Fund voting reports: top GROCERY OUTLET HOLDING CORP. shareholders by shares voted on “To approve an advisory (non- binding) vote on the Company's named executive officer…”, 2023-2024
#Asset manager % of shares outstanding
1Vanguard 9.14%
2Capital Group 7.93%
3BlackRock 3.98%
4AMCAP FUND 3.89%
5Dimensional 2.59%
6Legg Mason 2.50%
7Fidelity 1.79%
8JANUS INVESTMENT FUND 1.69%
9AllianceBernstein 1.58%
10Neuberger Berman 1.37%
Institutional-manager reports: top GROCERY OUTLET HOLDING CORP. shareholders by shares voted on “To approve an advisory (non- binding) vote on the Company's named executive officer…”, 2023-2024
#Asset manager % of shares outstanding
1Capital Research Global Investors 8.23%
2MACKENZIE FINANCIAL CORP 4.98%
3AllianceBernstein 4.80%
4Man Group plc 4.51%
5Capital Group 3.65%
6Clearbridge Investments, LLC 2.96%
7State Street 2.85%
8Jackson Square Partners, LLC 2.60%
9BlackRock 2.56%
10Neuberger Berman 2.03%

Reported GROCERY OUTLET HOLDING CORP. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

GROCERY OUTLET HOLDING CORP. holdings and ownership disclosed for the 2023-2024 proxy season
Holder % outstanding Disclosure
BlackRock 14.31% 13F
FMR (Fidelity) 13.57% 13F
Vanguard Group 11.03% 13F
Jackson Square Partners, LLC 4.42% 13G
Morgan Stanley 3.72% 13F
Eric J. Lindberg, Jr. 3.29% DEF14A
State Street 3.10% 13F
Dimensional Fund Advisors 2.95% 13F
Geode Capital 1.66% 13F
Goldman Sachs 1.59% 13F

Percentages above are of 100,147,065 shares outstanding, as reported by GROCERY OUTLET HOLDING CORP. on its Form 10-Q dated March 30, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from GROCERY OUTLET HOLDING CORP.’s 10-Q dated March 30, 2024. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At GROCERY OUTLET HOLDING CORP.'s shareholder meeting held June 3, 2024, in the 2023-2024 proxy season, 277 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 1,898 separate fund positions. On the most widely held item on that ballot — To approve an advisory (non- binding) vote on the Company's named executive officer… — GROCERY OUTLET HOLDING CORP.'s filing reports the proposal as approved, with 85% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: GROCERY OUTLET HOLDING CORP.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 5, 2024.

GROCERY OUTLET HOLDING CORP. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.