The board of directors for Natural Grocers voted unanimously to change its legal domicile from Delaware to Texas, according to a filing with the Securities and Exchange Commission.
The decision cites the retailer’s solid presence in the Lone Star State and plans to expand further there, where it now operates roughly two dozen stores, second only to Colorado in outlet count.
According to the filing, the move will not alter the company’s operations, workforce, management, property holdings, store locations, or the Natural Grocers brand name.
The specialty grocer has no stores, executives, or operational facilities in Delaware, indicating the lack of a meaningful connection to that state.
Board discussions began in early May, and the reincorporation was formally approved on Sept. 9. The timeline allowed for regulatory review and shareholder communication before the formal vote.
While Delaware has long been a popular corporate jurisdiction, recent shifts have made the Lone Star State and Nevada more appealing for businesses seeking different legal environments.
The new charter and bylaws were drafted to mirror Delaware’s substance but leverage Texas’s statute-based approach, which the board determined offers more defined protections for directors, officers and the company against frivolous and opportunistic litigation.
Company leaders view the state’s legislation as supportive of investment, job creation, innovation and economic growth, factors they believe will bolster long-term shareholder value.
Despite a challenging macroeconomic backdrop, the latest quarter showed net sales rising close to 2 % and comparable-store sales increasing 1.2 % after a 0.5 % gain in the prior quarter.
Co-President Kemper Isely told investors earlier this year that the chain targets 4 % to 5 % annual new-store growth for the foreseeable future.
It notes that the company will continue to file reports under its new Texas incorporation, maintaining the same corporate structure and public disclosures as before.
