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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):
September 6, 2022
Rite
Aid Corporation
(Exact name of registrant as specified in its
charter)
| Delaware |
|
1-5742 |
|
23-1614034 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification Number) |
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):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading
Symbol(s) |
Name of each exchange on which
registered |
| Common
Stock, $1.00 par value |
RAD |
The
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in 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. ¨
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 12, 2022, Rite Aid Corporation (the
“Company” or “Rite Aid”) announced that Brian Hoover, the Company’s Chief Accounting Officer, will retire
from Rite Aid, effective January 13, 2023.
On September 6, 2022, Steven K. Bixler was appointed
to succeed Mr. Hoover as Chief Accounting Officer, effective January 13, 2023.
Mr. Bixler, age 43, has served as Vice President
of Financial Accounting of the Company since June 2020. Prior to that, Mr. Bixler served as the Senior Director of Inventory and Revenue
Accounting from March 2011 to June 2020. Mr. Bixler is a Certified Public Accountant (CPA).
In connection with Mr. Bixler’s appointment,
the Company has provided an offer letter to Mr. Bixler, pursuant to which his annual base salary will be $290,000, effective as of January
13, 2023, and his target annual bonus opportunity will be set at 50% of base salary, prorated for the current fiscal year of the Company
and based on Rite Aid’s achievement of pre-determined performance goals in the fiscal year. Mr. Bixler will also be recommended
for participation in the Company’s executive long-term incentive program commencing in the Company’s 2024 fiscal year, as
applicable to the SVP, Chief Accounting Officer role, with his target long-term incentive award opportunity set at 75% of base salary.
There are no arrangements or understandings between
Mr. Bixler and any other persons pursuant to which he was appointed the Company’s Chief Accounting Officer. There are no family
relationships between Mr. Bixler and any director or executive officer of the Company, or any person chosen by the Company to become a
director or executive officer. There are no related person transactions in respect of the Company of the kind described in Item 404(a)
of Regulation S-K in which Mr. Bixler has a material interest.
Item 7.01. Regulation FD Disclosure.
On September 12, 2022, the Company issued
a press release announcing Mr. Hoover’s retirement and the appointment of Mr. Bixler as Chief Accounting Officer. A copy of
this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit
99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for 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, nor shall
it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(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.
| Date: September 12, 2022 |
By: |
/s/ Matthew C. Schroeder |
| |
Name: |
Matthew C. Schroeder |
| |
Title: |
Executive Vice President and Chief Financial Officer |
Exhibit 10.1
September 11, 2022
CONFIDENTIAL
STEVEN K. BIXLER
993 PINE RD
CARLISLE, PA 17015-9373
Dear Steve,
On behalf of Rite Aid, I am pleased to offer you the position of SVP,
Chief Accounting Officer. We feel that your skills and background will continue to be an asset to our team.
The following is a summary of your executive package:
| § | You will be employed by the company on a full-time basis as SVP, Chief Accounting
Officer effective January 13, 2023. |
| § | Your new salary will be the gross annual sum of $290,000 to be paid bi-weekly
in the amount of approximately $11,153.84 (subject to taxes and other applicable withholdings). |
| § | You will be eligible for an annual target bonus of 50% of your base salary,
prorated for the current year and based on Rite Aid achieving pre-determined annual corporate and group objectives in the fiscal year.
(For the current plan year, you must be in position for three fiscal periods to be eligible). |
| § | You will be recommended for participation in the Executive Equity Program
on the next issue date applicable to the SVP, Chief Accounting Officer role. Your target LTI award is 75% of your base salary. However,
eligibility does not guarantee an award each year, as awards at this level are discretionary and limited based on company performance. |
| § | As a senior member, you will be eligible for discretionary paid time off
(DPTO). This plan does not have pre-defined limits on the number of days that associates can take off in a year and time off does not
accrue. |
| § | By signing below, you understand and agree that Pennsylvania law governs
this offer letter as well as your employment relationship with the Company and that you are an employee-at-will. Any claim or lawsuit
related to this offer letter or employment relationship with the Company will be venued in the state or federal courts in the Commonwealth
of Pennsylvania notwithstanding its conflicts of law’s provisions. |
| § | This offer will expire three days after delivery. |
We look forward to you continuing to be a valuable a part of our team.
Your signature below indicates you have read and understand the contents of this letter and accept our offer. If you have any questions,
please do not hesitate to contact me.
Sincerely,
Matthew Schroeder
Chief Financial Officer
I hereby acknowledge and accept these terms, conditions, and confirm
this letter is not an employment contract and when hired I will be considered an at-will employee.
| Steven K. Bixler |
|
9/12/2022 |
| (NAME) |
|
(DATE) |
| |
|
|
| /s/ Steven K. Bixler |
|
|
| (SIGNATURE) |
|
|
Exhibit 99.1
September 12, 2022
Steve Bixler To Become Rite Aid’s Next Senior Vice President and Chief Accounting Officer
Bixler to replace Senior Vice President and
Chief Accounting Officer Brian Hoover
who is retiring on Jan. 13, 2023
PHILADELPHIA,
Pa. – Rite Aid (NYSE: RAD) today announced that Steve Bixler, vice president of financial accounting, will become
the new chief accounting officer effective Jan. 13, 2023, following the retirement of Brian Hoover who has served in the role for the
last three years during his 27 years with Rite Aid.
Bixler will report to Chief Financial Officer Matt Schroeder.
“We look forward to a seamless transition and the leadership
Steve will bring as we continue our journey toward a modern full-service pharmacy company,” Schroeder said. “We are grateful
for Brian’s many years of service and dedication to our company and wish him a well-deserved retirement.”
Bixler has served in accounting roles at Rite Aid for the last 21 years
and was promoted to his current role as vice president in 2020. Steve joined Rite Aid as an inventory specialist immediately after earning
his bachelor’s degree from Juniata College in Huntingdon, Pa., in 2001.
About
Rite Aid Corporation
Rite Aid is a full-service pharmacy that improves health outcomes.
Rite Aid is defining the modern pharmacy by meeting customer needs with a wide range of vehicles that offer convenience, including retail
and delivery pharmacy, as well as services offered through our wholly owned subsidiaries, Elixir, Bartell Drugs and Health Dialog. Elixir,
Rite Aid’s pharmacy benefits and services company, consists of accredited mail and specialty pharmacies, prescription discount
programs and an industry leading adjudication platform to offer superior member experience and cost savings. Health Dialog provides healthcare
coaching and disease management services via live online and phone health services. Regional chain Bartell Drugs has supported the health
and wellness needs in the Seattle area for more than 130 years. Rite Aid employs more than 6,400 pharmacists and operates more than 2,350
retail pharmacy locations across 17 states. For more information, visit www.riteaid.com.
MEDIA:
Terri Hickey
717-975-5718
Press@RiteAid.com