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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): August 6, 2020 (August 5, 2020)
 

 
Natural Grocers by Vitamin Cottage, Inc.
(Exact name of registrant as specified in its charter)
 

 
Delaware
 
001-35608
 
45-5034161
(State or other jurisdiction
of incorporation)
 
(Commission
File No.)
 
(IRS Employer
Identification No.)
 
12612 West Alameda Parkway
Lakewood, Colorado 80228
(Address of principal executive offices) (Zip Code)
 
(303) 986-4600
(Registrant’s telephone number, including area code)
 
Not Applicable
(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:
 
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 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
 
Name of each exchange on which registered
Common Stock, $0.001 par value
 
NGVC
 
New York Stock Exchange
 
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. ☐
 
 

 
Item 2.02
Results of Operations and Financial Condition.
 
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.
 
Item 5.02
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
 
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.
 
Item 7.01
Regulation FD Disclosure.
 
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.
 
Item 9.01
Financial Statements and Exhibits.
 
 
(d)     Exhibits.
 
Exhibit No.
 
Description
99.1
 
     
99.2
 
     
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
 
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SIGNATURE
 
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
 
Natural Grocers by Vitamin Cottage, Inc.
 
 
 
By:
/s/ Kemper Isely
 
Name:
Kemper Isely
 
Title:
Co-President
 
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