Additional Proxy Soliciting Materials (definitive) (defa14a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.         )

 

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

 

Natu ral Grocers by Vitamin Cottage, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:

 

☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

 

 

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NA T UR A L G R O C ERS BY VIT A MIN C OT T AGE, IN C .

 

I m portant Notice Regarding the Availability of

 

P r ox y M a terial s fo r t he Annual M eeting of Stockholders

 

t o b e h eld o n M a rch 6 , 20 1 9 at 1 :00 p.m. local time at

 

Natural Grocers by Vitamin Cottage, Inc., Home Office Auditorium

 

12 6 12 W est A l ameda P a rk w a y , Lake w ood, C olorado 8 0 228

 

COMPA N Y NU M BER

 

AC C O U NT N U MB E R

 

CONT R OL N U MB E R

 

This communication pres e n ts only an overview of the more complete proxy mater i als th a t are av a il a b l e to you on the Internet. We encourage you to access and review a ll of the important infor ma t io n containe d i n t he p r oxy m a teri a ls before voting.

 

I f you want to receive a paper or e - mail copy of the proxy materials , you must re q uest one. Otherwise , you will not receive a paper or e - mail copy. There is no charge to you for request ing a copy. To facilitate timely delive r y , pl e a se make the request as in s t ructed below bef o re Febru a ry 2 5 , 20 1 9 .

 

Please visit http://www.astproxyportal.com/ast/18556/, where the following materials are available for view:

 

●

Notice of Annual Meeting of Stockholders

●

Proxy Statement

●

Form of Electronic Proxy Card

●

2018 Annual Report

 

TO R E QUEST  M ATERIAL:

TELEPHONE: 888-Proxy-NA (88 8 -776-9962) or 718-92 1 -8562 ( f or international callers) E-MAIL : info@amstock . c om WE B SIT E : h t tp :/ / ww w. a m st o c k. co m / p r o xyservice s /requestmaterials.asp

 

	TO VOTE:			O N LINE: To access your online proxy card, please visit www. vote proxy .com and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Time the day before the meeting date.
				IN P E RS O N : You may vote your shares in person by attending the Annual Meeting. You may obtain directions to the location of the meeting at http://investo r s.n a turalgrocers.com/pro x ynotices .   TELEPHONE: To vote by telephone, please call toll-free 1 -80 0 -P R O X IES (1-800-776-9437) in the United States or 1-71 8 -92 1 -85 0 0 from foreign countries from any touch-tone telephone and follow the instructions. You may vote by telephone until 11:59 PM Eastern Time the day before the meeting.   MAIL : You may request a proxy card by following the instructions above.

 

THE BOA R D OF DI R EC T O R S R E COMME N DS A VOTE

“ F OR” THE ELECTION OF DIRECTORS AND “F OR ” P R OP OS ALS 2 , 3 AND 4 .

 

1.

Election of Directors:

 

NOMINEES:

 

Elizabeth Isely

Richard Hallé

 

2.

TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2019.

 

3.

TO approve an amendment to the Natural Grocers by Vitamin Cottage, Inc. 2012 Omnibus Incentive Plan to: (i) increase the aggregate number of shares of common stock reserved for issuance thereunder by 600,000 shares and (ii) extend its term by five years.

 

4.

TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

 

In their discretion, the proxies are authorized to vote with respect to matters incident to the conduct of the meeting and upon such other matters as may properly come before the meeting.

 

P leas e no te t ha t yo u can n o t us e t h i s notice to vote. It is not a ballot.

 

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