false 0001547459 0001547459 2020-09-23 2020-09-23

Washington D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 28, 2020 (September 23, 2020)
Natural Grocers by Vitamin Cottage, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
of incorporation)
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
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 5.02     Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On September 23, 2020, the Compensation Committee of the Board of Directors of Natural Grocers by Vitamin Cottage, Inc. (the “Company”) approved the following compensatory arrangements for Todd Dissinger, the Company’s Chief Financial Officer: (i) an increase in base salary from $435,600 to $479,160, effective October 1, 2020; (ii) a discretionary cash bonus of $250,000; (iii) a fully vested stock grant of 2,400 shares of the Company’s common stock granted on September 24, 2020; and (iv) 9,600 restricted stock units to be granted on October 1, 2020, vesting in five equal installments commencing on the first anniversary of the grant date. The aforementioned equity awards were issued under the Company’s 2012 Omnibus Incentive Plan, as amended.

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: September 28, 2020
Natural Grocers by Vitamin Cottage, Inc.
/s/ Kemper Isely
Kemper Isely