Rite Aid Corporation (NYSE:RAD) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Rite Aid Corporation (NYSE:RAD) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.

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Revisions to Article IV, Section 4 to provide that (a) the Chairman shall be independent under the applicable New York Stock Exchange listing standards and Rite Aid’s Corporate Governance Guidelines, (b) that if the Board determines that a Chairman who was independent is no longer independent, the Board shall select a new Chairman who satisfies the independence requirements within 60 days of such determination, and (c) that compliance with such independence requirements shall be excused if no director who qualifies as independent is elected by the stockholders or is willing to serve as Chairman (Article IV, Section 4 (Chairman of the Board of Directors)); and

Certain conforming changes throughout the By-Laws to remove references to the Non-Executive Co-Chairman role and to reflect the roles and responsibilities of the independent Chairman and other individuals, such as the Chief Executive Officer (Article IV, Sections 1 (Officers), 4 (Chairman of the Board of Directors) and 5 (Chief Executive Officer) and former Article IV, Section 5 (Non-Executive Co-Chairman of the Board of Directors)).

The Board also amended Rite Aid’s Corporate Governance Guidelines on December 20, 2018 to reference Rite Aid’s policy, as reflected in the By-Laws, that the Chairman of the Board shall be an independent director and to specify certain duties of the Chairman, along with other conforming changes and updates.

The foregoing summary of the provisions of the By-Laws is qualified in its entirety by reference to the full text of the By-Laws, a copy of which is included as Exhibit 3.1 to this report and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

RITE AID CORP Exhibit
EX-3.1 2 ex3.htm EXHIBIT 3.1 – AMENDED AND RESTATED BYLAWS Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF RITE AID CORPORATION As Amended through December 20,…
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About Rite Aid Corporation (NYSE:RAD)

Rite Aid Corporation is a retail drugstore chain. The Company’s segments include Retail Pharmacy and Pharmacy Services. The Company operates under The Rite Aid name. It operates approximately 4,560 stores in over 30 states across the country and in the District of Columbia. The Company’s Retail Pharmacy segment consists of Rite Aid stores, RediClinic and Health Dialog. It sells brand and generic prescription drugs, as well as an assortment of front-end products, including health and beauty aids, personal care products, seasonal merchandise, and a private brand product line. Its front-end products include over-the-counter medications, health and beauty aids, personal care items, cosmetics, household items, food and beverages, greeting cards, seasonal merchandise and numerous other everyday and convenience products. The Company’s Pharmacy Services segment consists of EnvisionRx, which provides a range of pharmacy benefit services.

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