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NGVC > SEC Filings for NGVC > Form 8-K on 23-Jul-2013All Recent SEC Filings




Change in Directors or Principal Officers, Financial Sta

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Effective July 23, 2013, the Board of Directors (the "Board") of Natural Grocers by Vitamin Cottage, Inc. (the "Company") elected Edward Cerkovnik as a new member of the Board. As a Class III director, Mr. Cerkovnik's term will expire at the Company's annual meeting of stockholders to be held in 2015. Following Mr. Cerkovnik's election, the Board will consist of seven directors. The Board has determined that Mr. Cerkovnik is an independent director under the rules of the New York Stock Exchange ("NYSE").

Mr. Cerkovnik also was elected on that same date to be an additional, not replacement, member of the Compensation Committee, and to be a member of the Audit Committee. In satisfaction of New York Stock independence requirements for audit committees, Kemper Isely resigned from the Audit Committee effective upon Mr. Cerkovnik's appointment. Mr. Isely remains Chairman, Director and Co-President.

As an independent director, Mr. Cerkovnik will receive cash and equity compensation pursuant to the Company's standard compensation arrangements for non-employee directors. Mr. Cerkovnik will receive a base annual retainer of $30,000 in cash, an additional annual retainer of $5,000 in cash as a member of the Audit Committee, and a further annual retainer of $5,000 in cash as a member of the Compensation Committee.

Mr. Cerkovnik will also be granted a number of restricted stock units under the Company's Omnibus Incentive Plan equal to the number of shares of the Company's common stock having a value of $50,000 (based on the closing price of the Company's common stock on the NYSE on the date of grant), which will be granted each year on the date of the Company's annual meeting of stockholders, and on a pro-rata basis for Mr. Cerkovnik's service prior to the 2014 annual meeting. The restricted stock units will fully vest on the date that is one year after the date of grant and will be settled in shares of the Company's common stock.

Mr. Cerkovnik will enter into the Company's standard indemnification agreement, the form of which was previously filed with the SEC as Exhibit 10.18 to the Registration Statement on Form S-1 (File No. 333-182186). There is no arrangement or understanding between Mr. Cerkovnik and any other person pursuant to which Mr. Cerkovnik was elected as a director.

On July 23, 2013, the Company issued a press release regarding the election of Mr. Cerkovnik. The press release is attached as Exhibit 99.1 to this Current Report. Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (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 of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                                 Description
99.1           Press release issued by Natural Grocers by Vitamin Cottage, Inc. dated
               July 23, 2013

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