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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Albertsons Companies Inc | NYSE:ACI | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.085 | 0.41% | 20.665 | 20.73 | 20.60 | 20.63 | 102,479 | 14:48:06 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Rule 14a-12
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No fee required
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies
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Aggregate number of securities to which transaction applies:
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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):
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4)
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by the Exchange Act Rule 0-1 1(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.
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6)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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Sincerely,
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Vivek Sankaran
President, Chief Executive Officer and Director
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1.
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To elect the 14 directors named in our Proxy Statement to hold office until the 2022 annual meeting of stockholders and until their respective successors have been duly elected and qualified;
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2.
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To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 26, 2022;
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3.
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To hold an advisory (non-binding) vote to approve the Company’s Named Executive Officer compensation;
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4.
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To hold an advisory (non-binding) vote on whether the frequency of the stockholder advisory vote on our executive compensation should be every one, two or three years;
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5.
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To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation (our “certificate of incorporation”) to increase the maximum size of the board of directors from 15 members to 17 members; and
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To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
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By order of the board of directors,
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Juliette W. Pryor
Executive Vice President,
General Counsel & Secretary
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Our official Notice of Annual Meeting of Stockholders, Proxy Statement and 2020 Annual Report, including our Form 10-K for fiscal year 2020, are available electronically at https://investor.albertsonscompanies.com/financial-reports/sec-filings/default.aspx
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Go to the website http://www.proxyvote.com and follow the instructions, 24 hours a day, seven days a week.
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You will need the 16-digit number included on your proxy card to obtain your records and to create an electronic voting instruction form.
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From a touch-tone telephone, dial 1-800-690-6903 and follow the recorded instructions, 24 hours a day, seven days a week.
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You will need the 16-digit number included on your proxy card in order to vote by telephone.
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Mark your selections on the proxy card.
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Date and sign your name exactly as it appears on your proxy card.
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Mail the proxy card in the enclosed postage-paid envelope provided to you.
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i
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Albertsons Companies, Inc. 2021 Proxy Statement
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Date: August 5, 2021
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Time: 2:30 p.m., Mountain Daylight Time
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Place: www.virtualshareholdermeeting.com/ABS2021
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Record Date: June 7, 2021
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ii
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Albertsons Companies, Inc. 2021 Proxy Statement
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Matter
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Board Recommendation
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Page
Reference
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Election of Directors
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FOR each director nominee
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Ratification of Independent Registered Public Accounting Firm
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FOR
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Advisory (non-binding) vote to approve the Company’s Named Executive Officer compensation
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FOR
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Advisory (non-binding) vote on whether the frequency of the stockholder advisory vote on our executive compensation should be every one, two or three years
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Once every year
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Approval of an amendment to the Company’s certificate of incorporation to increase the maximum size of the board of directors from 15 members to 17 members
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FOR
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Committee Membership††
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||||||||||||
Name
|
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Age†
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Director
Since
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Principal Occupation
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Relevant Skills &
Experiences
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CC
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A&RC
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GCEC
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TC
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FC
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Vivek Sankaran
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58
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2019
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President, Chief Executive Officer and Director of Albertsons Companies, Inc.
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Public Company Leadership; Food & Retail
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Jim Donald*
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67
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2019
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Former President and Chief Executive Officer of Albertsons Companies, Inc.
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Public Company Leadership, Directorships; Food & Retail
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Chan W. Galbato*
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58
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2021
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Chief Executive Officer of Cerberus Operations and Advisory Company, LLC
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Public Company Leadership, Directorships; Strategy
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Sharon Allen**
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69
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2015
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Former U.S. Chairman of Deloitte LLP
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Public Company Directorships; Finance
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c
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Shant Babikian
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36
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2020
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Managing Director at HPS Investment Partners, LLC
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Finance; Private Equity
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Steven A. Davis**
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63
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2015
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Former Chairman and Chief Executive Officer of Bob Evans Farms, Inc.
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Public Company Leadership, Directorships; Food & Retail
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c
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Kim Fennebresque**
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71
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2015
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Former Senior Advisor to Cowen Group Inc.
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Public Company Leadership, Directorships; Finance
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c
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Allen M. Gibson**
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55
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2018
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Chief Investment Officer of Centaurus Capital LP
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Finance; Private Equity
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c
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iii
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Albertsons Companies, Inc. 2021 Proxy Statement
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Committee Membership††
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Name
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Age†
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Director
Since
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Principal Occupation
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Relevant Skills &
Experiences
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CC
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A&RC
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GCEC
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TC
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FC
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Hersch Klaff
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67
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2010
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Chief Executive Officer of Klaff Realty, L.P.
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Finance; Private Equity
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Jay L. Schottenstein
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67
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2006
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Chairman of the Board and Chief Executive Officer of Schottenstein Stores Corp.
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Public Company Leadership, Directorships; Retail
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Alan Schumacher**
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74
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2015
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Former Member of the Federal Accounting Standards Advisory Board
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Public Company Directorships; Finance
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c
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Brian Kevin Turner
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56
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2017
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President and Chief Executive Officer of Core Scientific
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Public Company Directorships; Retail; Cyber and Technology
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c
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Mary Elizabeth West**
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58
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2020
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Senior advisor with McKinsey & Co.
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Public Company Directorships; Food & Retail
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Scott Wille
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40
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2020
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Senior Managing Director and Head of Consumer and Retail Private Equity at Cerberus Capital Management, L.P.
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Public Company Directorships; Finance; Private Equity
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†
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As of June 24, 2021
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††
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CC, Compensation Committee; A&RC, Audit and Risk Committee; GCEC, Governance, Compliance and ESG Committee; TC, Technology Committee; FC, Finance Committee
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c
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Chair of the Committee
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*
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Co-Chair of the Board
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**
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Independent Director
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✔
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Multiple female directors
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✔
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Multiple directors with racially and ethnically diverse backgrounds
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✔
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Separation of CEO and Chair role
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✔
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Co-Chair roles to promote effective oversight and focus on strategy
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✔
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Our largest stockholders have representation on the board
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✔
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Evolving board committees with focus on Environmental, Social, and Governance (“ESG”), finance and technology
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✔
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Mixes of age and tenure for varied perspectives
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✔
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Annual director elections
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iv
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Albertsons Companies, Inc. 2021 Proxy Statement
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What We Do
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What We Don’t Do
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✔
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We design our compensation program to pay based on our Company financial and operating performance
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✗
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We don’t provide high levels of fixed compensation
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✔
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We evaluate risk in light of our compensation programs
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✗
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We don’t provide for automatic salary increases
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✔
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We cap the amount of our annual cash bonuses at 2x of target
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✗
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We don’t use metrics unrelated to our operational goals
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✔
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We use a variety of equity incentive structures to promote performance and retention
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✗
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We don’t use any financial or operational metric that promotes undue risk
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✔
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We consult with our largest stockholders regarding compensation practices
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✗
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We don’t provide excessive perquisites
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✔
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We have a recoupment or “clawback” policy
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✗
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We don’t pay above market returns on any deferred compensation plan
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✔
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We maintain robust stock ownership guidelines
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✗
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We don’t maintain defined benefit pension plans for our executive officers
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v
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Albertsons Companies, Inc. 2021 Proxy Statement
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1
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Albertsons Companies, Inc. 2021 Proxy Statement
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•
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Proposal 1: Election of 14 directors to hold office until the 2022 annual meeting of stockholders and until their respective successors have been duly elected and qualified;
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Proposal 2: Ratification of the appointment of Deloitte and Touche LLP as our independent registered public accounting firm for the fiscal year ending February 26, 2022;
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Proposal 3: Approval, in a non-binding advisory vote, of our compensation paid to our Named Executive Officers;
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Proposal 4: Approval, in a non-binding advisory vote, on whether the frequency of the stockholder advisory vote on our executive compensation should be every one, two or three years;
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•
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Proposal 5: Approval of an amendment to the Company’s certificate of incorporation to increase the maximum size of the board of directors from 15 members to 17 members; and
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Any other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.
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Proposal 1: FOR each of the board’s 14 nominees for the board of directors;
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Proposal 2: FOR the ratification of the appointment of Deloitte and Touche LLP as our independent registered public accounting firm for the fiscal year ending February 26, 2022;
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Proposal 3: FOR the approval, on an advisory basis, of our Named Executive Officer compensation;
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Proposal 4: FOR a frequency of every year for future advisory votes to approve executive compensation; and
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Proposal 5: FOR the approval of an amendment to the Company’s certificate of incorporation to increase the maximum size of the board of directors from 15 members to 17 members.
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2
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Albertsons Companies, Inc. 2021 Proxy Statement
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•
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If you received a Notice of Internet Availability by mail, you can submit your proxy or voting instructions over the internet by following the instructions provided in the Notice of Internet Availability;
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3
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Albertsons Companies, Inc. 2021 Proxy Statement
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•
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If you received a Notice of Internet Availability or proxy materials by email, you may submit your proxy or voting instructions over the internet by following the instructions included in the email; or
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If you received a printed set of the proxy materials by mail, including a paper copy of the proxy card or voting instruction form, you may submit your proxy or voting instructions over the internet by following the instructions on the proxy card or voting instruction form.
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If you are a stockholder of record, you can submit your proxy by calling the telephone number specified on the paper copy of the proxy card you received if you received a printed set of the proxy materials. You must have the control number that appears on your proxy card available when submitting your proxy over the telephone.
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Most stockholders who hold their shares in street name may submit voting instructions by calling the number specified on the paper copy of the voting instruction form provided by their bank, broker, or other intermediary. Those stockholders should check the voting instruction form for telephone voting availability.
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4
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Albertsons Companies, Inc. 2021 Proxy Statement
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Proposal
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Vote Required
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Broker
Discretionary
Voting
Allowed
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Proposal 1
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Election of Directors
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Majority of Votes Cast in respect of each Director Nominee
|
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No
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Proposal 2
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Ratification of Appointment of Independent Registered Public Accounting Firm
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Majority of Votes Cast
|
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Yes
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Proposal 3
|
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Advisory Vote Related to Named Executive Officer Compensation
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Majority of Votes Cast
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No
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Proposal 4
|
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Advisory Vote on Frequency of Advisory Votes on Executive Compensation
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Majority of Votes Cast
|
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No
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Proposal 5
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Approval of an amendment to the Company’s certificate of incorporation to increase the maximum size of the board of directors from 15 members to 17 members
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Majority of Outstanding Stock Entitled to Vote Thereon
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Yes
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5
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Albertsons Companies, Inc. 2021 Proxy Statement
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•
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Submitting to our Corporate Secretary, before the voting at the Annual Meeting, a written notice of revocation bearing a later date than the proxy;
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•
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Timely delivery of a valid, later-dated proxy (only the last proxy submitted by a stockholder by internet, telephone or mail will be counted); or
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•
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Attending the Annual Meeting and voting during the live webcast while the polls are open; however, attendance at the Annual Meeting will not by itself constitute a revocation of a proxy.
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6
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Albertsons Companies, Inc. 2021 Proxy Statement
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7
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Albertsons Companies, Inc. 2021 Proxy Statement
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8
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Albertsons Companies, Inc. 2021 Proxy Statement
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9
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Albertsons Companies, Inc. 2021 Proxy Statement
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10
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Albertsons Companies, Inc. 2021 Proxy Statement
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11
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Albertsons Companies, Inc. 2021 Proxy Statement
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12
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Albertsons Companies, Inc. 2021 Proxy Statement
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13
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Albertsons Companies, Inc. 2021 Proxy Statement
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•
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the requirement that a majority of the board of directors consist of independent directors;
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the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;
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the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
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the requirement for an annual performance evaluation of the nominating and corporate governance committee and the compensation committee.
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14
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Albertsons Companies, Inc. 2021 Proxy Statement
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15
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Albertsons Companies, Inc. 2021 Proxy Statement
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•
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Climate Action;
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•
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Diversity, Equity and Inclusion;
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•
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Waste Reduction and Circularity; and
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•
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Community Stewardship.
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16
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Albertsons Companies, Inc. 2021 Proxy Statement
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17
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Albertsons Companies, Inc. 2021 Proxy Statement
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Committee Position
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Additional
Annual Fee
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Chair of Audit and Risk Committee
|
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$50,000
|
Chair of Governance, Compliance and ESG Committee
|
| |
$40,000
|
Chair of Compensation Committee
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$40,000
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Chair of Finance Committee
|
| |
$40,000
|
Chair of Technology Committee
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$40,000
|
Member of Audit and Risk Committee
|
| |
$25,000
|
Member of Governance, Compliance and ESG Committee
|
| |
$20,000
|
Member of Compensation Committee
|
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$20,000
|
Member of Finance Committee
|
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$20,000
|
Member of Technology Committee
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$20,000
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Name
|
| |
Fees
earned or
Paid in Cash
($)
|
| |
Stock
Awards
($)(1)
|
| |
All
Other Compensation
|
| |
Total
($)
|
Current Directors
|
| |
|
| |
|
| |
|
| |
|
Sharon Allen
|
| |
171,190
|
| |
190,481
|
| |
—
|
| |
361,671
|
Shant Babikian(2)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Steven A. Davis
|
| |
179,167
|
| |
190,481
|
| |
—
|
| |
369,648
|
Jim Donald(3)
|
| |
1,000,000
|
| |
—
|
| |
—
|
| |
1,000,000
|
Kim Fennebresque
|
| |
190,000
|
| |
190,481
|
| |
—
|
| |
380,481
|
Allen M. Gibson
|
| |
153,274
|
| |
190,481
|
| |
—
|
| |
343,755
|
Hersch Klaff
|
| |
105,587
|
| |
133,537
|
| |
—
|
| |
239,124
|
Jay L. Schottenstein
|
| |
100,361
|
| |
133,537
|
| |
—
|
| |
233,898
|
Alan Schumacher
|
| |
181,190
|
| |
190,481
|
| |
—
|
| |
371,671
|
Brian Kevin Turner
|
| |
170,357
|
| |
190,481
|
| |
—
|
| |
360,838
|
Mary Elizabeth West(4)
|
| |
61,979
|
| |
53,581
|
| |
—
|
| |
115,560
|
Scott Wille(4)
|
| |
70,551
|
| |
58,720
|
| |
—
|
| |
129,271
|
Former Directors
|
| |
|
| |
|
| |
|
| |
|
Dean Adler
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Leonard Laufer
|
| |
118,839
|
| |
133,537
|
| |
—
|
| |
252,376
|
Robert Miller
|
| |
1,200,000
|
| |
—
|
| |
51,894(5)
|
| |
1,251,894
|
Lenard Tessler
|
| |
55,208
|
| |
133,537(6)
|
| |
—
|
| |
188,745
|
(1)
|
Reflects the grant date fair value calculated in accordance with Accounting Standards Codification 718, Compensation-Stock Compensation (“ASC 718”). The grant date fair value of the award required to be reported herein differed from the approved value used to determine the total award granted to each of these directors.
|
(2)
|
Mr. Babikian elected not to receive any compensation for service on the board of directors.
|
(3)
|
As of February 27, 2021, Mr. Donald held 1,606,958 unvested RSUs.
|
(4)
|
Ms. West’s and Mr. Wille’s director fees and equity awards were pro-rated based on their respective dates of appointment to the board of directors.
|
|
|
| |
18
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
(5)
|
Represents the aggregate incremental cost to us for personal use of our aircraft.
|
(6)
|
Mr. Tessler forfeited his award upon his resignation from the board of directors on October 14, 2020.
|
|
|
| |
19
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
|
|
| |
20
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
|
|
| |
21
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
|
| |
Audit and Risk Committee
|
|
| |
|
|
| |
Steven A. Davis
Kim Fennebresque
Alan Schumacher
|
|
|
| |
22
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
|
| |
Compensation Committee
|
|
| |
|
|
| |
Sharon Allen
|
|
| |
Kim Fennebresque
Jay L. Schottenstein
Brian Kevin Turner
Mary Elizabeth West
|
|
|
| |
23
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
•
|
Increasing growth through in-store excellence and improving our digital and omnichannel capabilities.
|
•
|
Enhancing our productivity to reinvest cash in the business, help offset inflation and drive earnings growth.
|
•
|
Accelerating our technology initiatives throughout the business.
|
•
|
Adding talent to the best team in the business and focusing on our culture.
|
|
•
|
| |
Identical sales growth of 16.9% and nearly $70 billion in total sales
|
| |
•
|
| |
Net income per Class A common share of $1.47 and Adjusted net income per Class A common share of $3.24*
|
|
•
|
| |
Reduced debt balance by approximately $400 million
|
| |
•
|
| |
Over $500 million in savings from productivity initiatives
|
|
•
|
| |
Digital sales growth of 258%
|
| |
•
|
| |
Added 1,200 new items to our Own Brands portfolio
|
|
•
|
| |
The Albertsons Companies Foundation and the Company gave $260 million in food and financial support, including approximately $95 million through our Nourishing Neighbors Program
|
| |
•
|
| |
Membership in our just for U loyalty program increased more than 20%, reaching 25.4 million members
|
|
•
|
| |
Completed 409 store remodels and opened nine new stores
|
| |
•
|
| |
Acquired 27 stores operated by Kings Food Markets and Balducci's Food Lovers Market
|
|
•
|
| |
Completed new ESG materiality assessment and updated strategy and focus areas
|
| |
•
|
| |
Pledged $5 million to organizations supporting social justice
|
*
|
Adjusted net income per Class A common share is a Non-GAAP Measure. For a reconciliation please see pages 52-54 of our Annual Report on Form 10-K for the fiscal year ended February 27, 2021.
|
|
|
| |
24
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
•
|
Align compensation with our performance by tying a significant portion of each executive’s compensation to quantifiable performance goals.
|
•
|
Use performance metrics that are directly related to our financial and business performance and are structured with our long-term strategy and financial and operating plans in mind.
|
•
|
Provide competitive compensation package to our executive officers to attract and retain talent.
|
•
|
Design our compensation programs to align executive officer interests with the long-term interests of our stockholders by providing equity incentives that are earned over multiple years and promote retention.
|
|
| |
What We Do
|
| |
|
| |
What We Don’t Do
|
✔
|
| |
We design our compensation program to pay based on our Company financial and operating performance
|
| |
✗
|
| |
We don’t provide high levels of fixed compensation
|
✔
|
| |
We evaluate risk in light of our compensation programs
|
| |
✗
|
| |
We don’t provide for automatic salary increases
|
✔
|
| |
We cap the amount of our annual cash bonuses at 2x of target
|
| |
✗
|
| |
We don’t use metrics unrelated to our operational goals
|
✔
|
| |
We use a variety of equity incentive structures to promote performance and retention
|
| |
✗
|
| |
We don’t use any financial or operational metric that promotes undue risk
|
✔
|
| |
We consult with our largest stockholders regarding compensation practices
|
| |
✗
|
| |
We don’t provide excessive perquisites
|
✔
|
| |
We have a recoupment or “clawback” policy
|
| |
✗
|
| |
We don’t pay above market returns on any deferred compensation plan
|
✔
|
| |
We maintain robust stock ownership guidelines
|
| |
✗
|
| |
We don’t maintain defined benefit pension plans for our executive officers
|
|
|
| |
25
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
•
|
Vivek Sankaran, our President and Chief Executive Officer;
|
•
|
Robert B. Dimond, our Executive Vice President and Chief Financial Officer;
|
•
|
Susan Morris, our Executive Vice President and Chief Operations Officer;
|
•
|
Juliette W. Pryor, our Executive Vice President and General Counsel; and
|
•
|
Christine Rupp, our Executive Vice President and Chief Customer and Digital Officer.
|
|
|
| |
26
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
|
Element
|
| |
Overview of Element
|
| |
Objective of Element
|
| |
Other Factors Influencing Element
|
|
|
Base Salary
|
| |
Fixed amount of cash compensation
|
| |
Sets base compensation amount to retain NEO and influences target for annual cash bonus program
|
| |
NEO’s role, responsibilities, experience, expertise and individual performance
|
|
|
Corporate Management Bonus Plan (Annual Cash Bonus Program)
|
| |
Quarterly Bonus based on division performance
|
| |
Encourages superior performance for our store divisions on a quarter by quarter basis
|
| |
Target bonus opportunity is based on factors discussed under Base Salary above
|
|
|
Annual Bonus based on Company performance
|
| |
Encourages strategic performance initiatives for our Company and drives overall Company performance
|
| ||||||
|
Long-Term Incentive Award Program
|
| |
Time-Based RSU Awards
|
| |
Aligns NEO interests with stockholder interests and promotes retention
|
| |
Target value of long-term incentive program is based on experience, role and individual performance
|
|
|
Performance-Based RSU Awards
|
| |
Encourages key performance metrics and designed for long-term value creation
|
|
Name
|
| |
Fiscal 2020
Annual Base Salary ($)
|
Vivek Sankaran
|
| |
1,500,000
|
Robert B. Dimond
|
| |
850,000
|
Susan Morris
|
| |
900,000
|
Juliette W. Pryor(1)
|
| |
725,000
|
Christine Rupp
|
| |
750,000
|
(1)
|
Ms. Pryor commenced employment on June 15, 2020.
|
|
|
| |
27
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
|
2020 Bonus Plan
|
| |||||||||
|
Quarterly Division Bonus
|
| |
Annual Corporate Bonus
|
| ||||||
|
•
|
| |
Determined by the quarterly performance of our divisions.
|
| |
•
|
| |
Determined by the Adjusted EBITDA of the Company during fiscal 2020.
|
|
|
•
|
| |
Based on EBITDA of the division, subject to threshold performance and maximum performance.
|
| |
•
|
| |
Structure and payouts are subject to threshold performance and maximum performance.
|
|
|
•
|
| |
Paid quarterly.
|
| |
•
|
| |
Paid annually.
|
|
|
50% of total annual cash bonus opportunity
|
| |
50% of total annual cash bonus opportunity
|
|
|
|
| |
28
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
|
|
| |
29
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
Name
|
| |
Target
Bonus For
Fiscal 2020
($)
|
| |
Aggregate
Quarterly
Division
Bonus for
Fiscal 2020
Earned
($)
|
| |
Annual
Corporate
Bonus for
Fiscal 2020
Earned
($)
|
| |
Aggregate
Bonus for
Fiscal 2020
Earned
($)
|
Vivek Sankaran
|
| |
2,250,000
|
| |
2,093,244
|
| |
2,250,000
|
| |
4,343,244
|
Robert B. Dimond
|
| |
850,000
|
| |
790,781
|
| |
850,000
|
| |
1,640,781
|
Susan Morris
|
| |
900,000
|
| |
837,298
|
| |
900,000
|
| |
1,737,298
|
Juliette W. Pryor(1)
|
| |
515,865
|
| |
465,355
|
| |
515,865
|
| |
981,220
|
Christine Rupp
|
| |
750,000
|
| |
697,748
|
| |
750,000
|
| |
1,447,748
|
(1)
|
Ms. Pryor commenced employment on June 15, 2020.
|
|
|
| |
30
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
Fiscal 2020
Adjusted EBITDA
Target Achievement
|
| |
Percentage of
Target Number of
RSUs Earned
|
95%
|
| |
75%
|
100%
|
| |
100%
|
120%
|
| |
120%
|
146.667%
|
| |
200%
|
|
|
| |
31
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
Fiscal 2021 and Fiscal 2022
Adjusted EBITDA
Target Achievement
|
| |
Percentage of
Target Number of
RSUs Earned
|
Less Than 85%
|
| |
0%
|
85%
|
| |
50%
|
100%
|
| |
100%
|
110% or More
|
| |
200%
|
Adjusted EBITDA
Target Achievement
|
| |
Percentage of
Target Number of
RSUs Earned
|
95%
|
| |
75%
|
100%
|
| |
100%
|
120%
|
| |
120%
|
|
|
| |
32
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
Name
|
| |
Total
Performance-
Based RSUs
Awarded in
Fiscal 2020
|
| |
Target
RSUs
Earned for
Fiscal 2020
Performance
|
| |
Additional
RSUs
Earned for
Fiscal 2020
Performance
|
| |
Total
Performance-
Based RSUs
Earned for
Fiscal 2020
Performance
|
Vivek Sankaran(1)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Robert B. Dimond
|
| |
142,419
|
| |
101,840
|
| |
58,346
|
| |
160,186
|
Susan Morris
|
| |
142,419
|
| |
101,840
|
| |
58,346
|
| |
160,186
|
Juliette W. Pryor(2)
|
| |
100,654
|
| |
33,551
|
| |
33,551
|
| |
67,102
|
Christine Rupp
|
| |
81,382
|
| |
62,602
|
| |
34,223
|
| |
96,825
|
(1)
|
Mr. Sankaran was not awarded any equity in fiscal 2020.
|
(2)
|
Ms. Pryor commenced employment on June 15, 2020.
|
•
|
Mr. Sankaran’s Time-Based Restricted Stock will vest in equal installments on each of the first, second, third, fourth and fifth anniversaries of his Commencement Date.
|
|
|
| |
33
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
•
|
If, prior to a change in control, Mr. Sankaran’s employment terminates due to his death or disability, Mr. Sankaran will become vested in the number of Time-Based Restricted Stock that would have vested on the next anniversary of the grant date, prorated based on the number of days of service during the period commencing on the prior anniversary of the grant date and ending on the date of Mr. Sankaran’s termination of employment.
|
•
|
If following a change in control, Mr. Sankaran’s employment terminates due to his death or disability, Mr. Sankaran will become fully vested in all unvested Time-Based Restricted Stock. If Mr. Sankaran’s employment is terminated by us without “cause” or Mr. Sankaran resigns for “good reason” (as defined in the Sankaran Employment Agreement), Mr. Sankaran will become vested in the Time-Based Restricted Stock that he would have become vested on the next anniversary of the grant date following such termination of employment.
|
•
|
If Mr. Sankaran’s employment is terminated by us without cause or Mr. Sankaran resigns for good reason following a change in control or within the 180-day period immediately prior to a change in control, Mr. Sankaran will become fully vested in the Time-Based Restricted Stock.
|
•
|
If Mr. Sankaran’s employment terminates due to our non-renewal of the term, Mr. Sankaran will become vested in any Time-Based Restricted Stock that would have vested during the 13-month period following such termination of employment.
|
•
|
Mr. Sankaran’s Performance-Based Restricted Stock are divided into three equal tranches, each of which will vest in installments:
|
○
|
The first tranche, consisting of one-third of the Performance-Based Restricted Stock, vests at the end of each of fiscal 2019, fiscal 2020 and fiscal 2021 (“Tranche One”);
|
○
|
the second tranche, consisting of one-third of the Performance-Based Restricted Stock, vests at the end of each of fiscal 2020, fiscal 2021 and fiscal 2022 (“Tranche Two”); and
|
○
|
the third tranche, consisting of one-third of the Performance-Based Restricted Stock, vests at the end of each of fiscal 2021, fiscal 2022 and fiscal 2023 (“Tranche Three”), in each case based on our attainment of performance criteria for each applicable fiscal year, and in each case subject to Mr. Sankaran’s continued employment with the Company.
|
•
|
With respect to each fiscal year, Mr. Sankaran will vest in between 0% and 100% of the Performance-Based Restricted Stock eligible to become vested in that fiscal year based on our achievement of our annual Adjusted EBITDA target for such fiscal year. For Mr. Sankaran to vest in any Performance-Based Restricted Stock in respect of a fiscal year, we must achieve at least 95% of our annual Adjusted EBITDA target for that fiscal year. Performance at 95% of our annual Adjusted EBITDA target will entitle Mr. Sankaran to 75% of the target number of Performance-Based Restricted Stock for such fiscal year. Any Performance-Based Restricted Stock that do not vest at the end of a fiscal year are automatically forfeited.
|
•
|
If Mr. Sankaran’s employment is terminated by Mr. Sankaran without good reason: (i) prior to the conclusion of fiscal 2021, Tranche One will be forfeited in its entirety; (ii) prior to the conclusion of fiscal 2022, Tranche Two will be forfeited in its entirety; and (iii) prior to the conclusion of fiscal 2023, Tranche Three will be forfeited in its entirety.
|
•
|
If, prior to a change in control, Mr. Sankaran’s employment terminates due to his death or disability, Mr. Sankaran will become vested in the number of Performance-Based Restricted Stock that would have vested at the end of the fiscal year in which such termination of employment occurs based on our attainment of performance targets for such fiscal year, prorated
|
|
|
| |
34
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
•
|
If, following a change in control, Mr. Sankaran’s employment terminates due to his death or disability, Mr. Sankaran will become fully vested in all unvested Performance-Based Restricted Stock (to the extent not previously forfeited) as if the performance targets for future fiscal years had been fully achieved. If Mr. Sankaran’s employment is terminated by us without cause or by Mr. Sankaran for good reason, Mr. Sankaran will become fully vested in any Performance-Based Restricted Stock that would have become vested at the end of the fiscal year in which such termination occurs, based on the attainment of performance targets for such fiscal year.
|
•
|
If Mr. Sankaran’s employment is terminated by us without cause or Mr. Sankaran resigns for good reason following a change in control or within the 180-day period immediately prior to a change in control, Mr. Sankaran will become fully vested in any unvested Performance-Based Restricted Stock (to the extent not previously forfeited) as if the performance targets for future fiscal years had been fully achieved. If Mr. Sankaran’s employment terminates due to our non-renewal of the term, Mr. Sankaran will become vested in any Performance-Based Restricted Stock that would have vested during the 13-month period following such termination of employment, based on our attainment of performance targets for the fiscal year of such termination.
|
•
|
If Mr. Sankaran’s employment terminates due to his death or disability, subject to his (or his legal representative’s, as appropriate) execution of a release, Mr. Sankaran or his legal representative, as appropriate, would be entitled to receive: (i) the earned but unpaid portion of any bonus earned in respect of any completed performance period prior to the date of termination; (ii) a lump sum payment in an amount equal to 25% of his base salary; (iii) a bonus for the fiscal year of termination based on actual performance metrics for the fiscal year of the Company in which the termination date occurs, but prorated based on the number of days of service during the applicable fiscal year through the termination date; (iv) payment of the unvested or unpaid portions of his sign-on retention award; and (v) reimbursement of the cost of continuation coverage of group health coverage for a period of 18 months.
|
|
|
| |
35
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
•
|
conviction of a felony;
|
•
|
acts of intentional dishonesty resulting or intending to result in personal gain or enrichment at our expense, or our subsidiaries or affiliates;
|
•
|
a material breach of the executive’s obligations under the applicable Executive Employment Agreement, including, but not limited to, breach of the restrictive covenants or fraudulent, unlawful or grossly negligent conduct by the executive in connection with his or her duties under the applicable Executive Employment Agreement;
|
•
|
personal conduct by the executive which seriously discredits or damages us, our subsidiaries or our affiliates; or
|
•
|
contravention of specific lawful direction from the board of directors.
|
•
|
a reduction in the base salary or target bonus; or
|
•
|
without prior written consent, relocation of the executive’s principal location of work to any location that is in excess of 50 miles from such location on the date of the applicable Executive Employment Agreement.
|
|
|
| |
36
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
|
|
| |
37
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
|
Employee Level
|
| |
Applicable Multiple
|
|
|
Chief Executive Officer
|
| |
6x base salary
|
|
|
Executive Vice President
|
| |
3x base salary
|
|
|
Senior Vice Presidents and Division Presidents
|
| |
1x base salary
|
|
|
|
| |
38
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
Name and Principal Position
|
| |
Fiscal
Year(1)
|
| |
Salary
($)
|
| |
Bonus
($)(2)
|
| |
Stock
Awards
($)(3)
|
| |
Non-Equity
Incentive Plan
Compensation
($)(4)
|
| |
All Other
Compensation
($)(5)
|
| |
Total
($)
|
Vivek Sankaran
President and Chief
Executive Officer
|
| |
2020
|
| |
1,500,000
|
| |
2,500,000
|
| |
—
|
| |
4,343,244
|
| |
140,091
|
| |
8,483,335
|
|
2019
|
| |
1,280,769
|
| |
5,000,000
|
| |
19,505,086
|
| |
2,617,239
|
| |
541,798
|
| |
28,944,892
|
||
Robert B. Dimond
Executive Vice President and
Chief Financial Officer
|
| |
2020
|
| |
850,000
|
| |
—
|
| |
4,598,031
|
| |
1,640,781
|
| |
58,088
|
| |
7,146,900
|
|
2019
|
| |
866,346
|
| |
—
|
| |
—
|
| |
1,170,014
|
| |
34,978
|
| |
2,071,338
|
||
|
2018
|
| |
800,962
|
| |
76,495
|
| |
2,515,008
|
| |
508,674
|
| |
52,200
|
| |
3,953,339
|
||
Susan Morris
Executive Vice President and
Chief Operations Officer
|
| |
2020
|
| |
900,000
|
| |
91,597
|
| |
4,598,031
|
| |
1,737,298
|
| |
60,340
|
| |
7,387,266
|
|
2019
|
| |
917,308
|
| |
135,105
|
| |
—
|
| |
1,238,838
|
| |
45,179
|
| |
2,336,430
|
||
|
2018
|
| |
867,308
|
| |
131,151
|
| |
2,515,008
|
| |
550,256
|
| |
41,276
|
| |
4,104,999
|
||
Juliette W. Pryor
Executive Vice President and
General Counsel
|
| |
2020
|
| |
515,865
|
| |
1,500,000
|
| |
2,814,286
|
| |
981,220
|
| |
5,000
|
| |
5,816,370
|
Christine Rupp
Executive Vice President and
Chief Customer and Digital Officer
|
| |
2020
|
| |
750,000
|
| |
500,000
|
| |
2,627,472
|
| |
1,447,748
|
| |
136,085
|
| |
5,461,305
|
|
2019
|
| |
184,615
|
| |
1,500,000
|
| |
2,819,320
|
| |
243,881
|
| |
62,743
|
| |
4,810,559
|
(1)
|
Reflects a 52-week year ended February 27, 2021, a 53-week year ended February 29, 2020 and a 52-week year ended February 23, 2019.
|
(2)
|
Reflects retention bonuses, sign-on bonuses and tax bonuses paid to the NEOs, as set forth in the table below. Tax bonuses equal to 4% of the fair market value of the common stock were paid to certain of the NEOs in fiscal 2020, fiscal 2019 and fiscal 2018 in connection with the vesting of Restricted Stock Units.
|
Name
|
| |
Fiscal
Year
|
| |
Retention Bonus
($)
|
| |
Sign On Bonus
($)
|
| |
Tax Bonus
($)
|
Vivek Sankaran
|
| |
2020
|
| |
2,500,000
|
| |
—
|
| |
—
|
|
2019
|
| |
—
|
| |
5,000,000
|
| |
—
|
||
Robert B. Dimond
|
| |
2020
|
| |
—
|
| |
—
|
| |
—
|
|
2019
|
| |
—
|
| |
—
|
| |
—
|
||
|
2018
|
| |
—
|
| |
—
|
| |
76,495
|
||
Susan Morris
|
| |
2020
|
| |
—
|
| |
—
|
| |
91,597
|
|
2019
|
| |
—
|
| |
—
|
| |
135,105
|
||
|
2018
|
| |
21,875
|
| |
—
|
| |
109,276
|
||
Juliette W. Pryor
|
| |
2020
|
| |
—
|
| |
1,500,000
|
| |
—
|
Christine Rupp
|
| |
2020
|
| |
500,000
|
| |
—
|
| |
—
|
|
2019
|
| |
—
|
| |
1,500,000
|
| |
—
|
(3)
|
Reflects the fair value of the (a) Restricted Stock granted to Mr. Sankaran in fiscal 2019 and (b) the RSUs granted to Mr. Dimond and Ms. Morris in fiscal 2018 and fiscal 2020, to Ms. Rupp in fiscal 2019 and fiscal 2020 and to Ms. Pryor in fiscal 2020. See Note 10—Equity-Based Compensation in our audited consolidated and combined financial statements included in our 2020 Annual Report for a discussion of the assumptions used in the valuation of such awards. Assuming the maximum level of performance achievement for the Performance-Based RSUs, as detailed below under the “Grants of Plan Based Awards in Fiscal 2020” table, the aggregate values of the Performance-Based RSUs for our NEOs are, respectively: Mr. Dimond, $4,597,285; Ms. Morris, $4,597,285; Ms. Pryor, $2,814,285; and Ms. Rupp, $2,627,011.
|
(4)
|
Reflects amounts paid to the NEOs under our bonus plan for the applicable fiscal year. For a discussion of the bonus plans in 2020 see “—Compensation Discussion and Analysis— Annual Corporate Bonus”
|
|
|
| |
39
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
(5)
|
A detailed breakdown of “All Other Compensation” is provided in the table below:
|
Name
|
| |
Fiscal
Year
(1)
|
| |
Aircraft
($)(a)
|
| |
Relocation
($)(b)
|
| |
Life
Insurance
($)
|
| |
Other
Payments
($)
|
| |
Financial/
Tax
Planning
($)
|
| |
Deferred
Compensation
Plan
Company
Contribution
($)(c)
|
| |
401(k) Plan
Company
Contribution
($)
|
| |
Total
($)
|
Vivek Sankaran
|
| |
2020
|
| |
127,540
|
| |
1,292
|
| |
11,259
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
140,091
|
Robert B. Dimond
|
| |
2020
|
| |
—
|
| |
—
|
| |
1,965
|
| |
—
|
| |
3,440
|
| |
50,001
|
| |
2,682
|
| |
58,088
|
Susan Morris
|
| |
2020
|
| |
—
|
| |
—
|
| |
1,115
|
| |
—
|
| |
2,400
|
| |
51,138
|
| |
5,687
|
| |
60,340
|
Juliette W. Pryor
|
| |
2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
5,000
|
| |
—
|
| |
—
|
| |
5,000
|
Christine Rupp
|
| |
2020
|
| |
—
|
| |
136,085
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
136,085
|
(a)
|
Represents the aggregate incremental cost to us for personal use of our aircraft.
|
(b)
|
Reflects amounts paid in relocation assistance and any applicable tax gross-ups on such amounts.
|
(c)
|
Reflects our contributions to the NEO’s Deferred Compensation Plan account in an amount equal to the excess of the amount we would contribute to the ACI 401(k) Plan as a Company contribution on the NEO’s behalf for the plan year without regard to any limitations imposed by the Code based on the NEO’s compensation over the amount of our actual contributions to the ACI 401(k) Plan for the plan year.
|
|
|
| |
40
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
|
| |
|
| |
|
| |
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(2)
|
| |
Estimated Future
Payouts Under Equity
Incentive Plan Awards(3)
|
| |
|
| |
|
||||||||||||
Name/Award
|
| |
Award(1)
|
| |
Grant
Date
|
| |
Threshold
($)
|
| |
Target
($)
|
| |
Maximum
($)
|
| |
Threshold
(#)
|
| |
Target
(#)
|
| |
Maximum
(#)
|
| |
All
Other
Stock
Awards:
Number of
Units
(#)(4)
|
| |
Fair
Value of
Stock
Awards
($)(5)
|
Vivek Sankaran
|
| |
AB
|
| |
—
|
| |
—
|
| |
2,250,000
|
| |
4,500,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Robert B. Dimond
|
| |
AB
|
| |
—
|
| |
—
|
| |
850,000
|
| |
1,700,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
PBRSU
|
| |
5/14/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
83,078
|
| |
142,419
|
| |
284,838
|
| |
—
|
| |
|
||
|
TBRSU
|
| |
5/14/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
142,414
|
| |
2,298,975
|
||
Susan Morris
|
| |
AB
|
| |
—
|
| |
—
|
| |
900,000
|
| |
1,800,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
PBRSU
|
| |
5/14/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
83,078
|
| |
142,419
|
| |
284,838
|
| |
—
|
| |
|
||
|
TBRSU
|
| |
5/14/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
142,414
|
| |
2,298,975
|
||
Juliette W. Pryor
|
| |
AB
|
| |
—
|
| |
—
|
| |
515,865
|
| |
1,031,730
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
PBRSU
|
| |
8/4/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
58,715
|
| |
100,654
|
| |
201,308
|
| |
—
|
| |
|
||
|
TBRSU
|
| |
8/4/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
100,654
|
| |
1,407,143
|
||
Christine Rupp
|
| |
AB
|
| |
—
|
| |
—
|
| |
750,000
|
| |
1,500,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
PBRSU
|
| |
5/14/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
47,473
|
| |
81,382
|
| |
162,764
|
| |
—
|
| |
|
||
|
TBRSU
|
| |
5/14/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
81,382
|
| |
1,313,736
|
(1)
|
AB represents the 2020 Bonus Plan above under “Compensation Discussion and Analysis—Overview of 2020 Bonus Plan”. PBRSU represents the Performance-Based RSUs as described above under “Compensation Discussion and Analysis—Performance-Based Restricted Stock Unit Awards”. TBRSU represents the Time-Based RSUs as described above under “Compensation Discussion and Analysis—Time-Based Restricted Stock Unit Awards”.
|
(2)
|
Amounts represent the range of annual cash incentive awards the NEO was potentially entitled to receive based on the achievement of performance goals for fiscal 2020 under our 2020 Bonus Plan as more fully described in “Compensation Discussion and Analysis— Annual Corporate Bonus” The amounts actually paid are reported in the Non-Equity Incentive Plan column of the Summary Compensation table. Pursuant to the 2020 Bonus Plan, performance below a specific threshold will result in no payment with respect to that performance goal. Performance at or above the threshold will result in a payment from $0 up to the maximum bonus amounts reflected in the table. Ms. Pryor commenced employment on June 15, 2020.
|
(3)
|
Amounts represent the Performance-Based RSUs awarded to the NEOs as described in “—Compensation Discussion and Analysis—Incentive Plans.”
|
(4)
|
Amounts represent the Time-Based RSUs awarded to the NEOs as described in “—Compensation Discussion and Analysis—Incentive Plans.”
|
(5)
|
Reflects the fair value of $16.14 per share with respect to the RSUs awarded to Mr. Dimond and Mses. Morris and Rupp and $13.98 per share with respect to the RSUs awarded to Ms. Pryor. See Note 10—Stock-Equity Compensation in our audited consolidated and combined financial statements included in our 2020 Annual Report for a discussion of the assumptions used in the valuation of such awards.
|
|
|
| |
41
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
|
| |
Option Awards
|
| |
Stock Awards
|
|||||||||||||||||||||
Name
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
| |
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
| |
Option
Exercise
Price
($)
|
| |
Option
Expiration
Date
|
| |
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
|
| |
Market
Value of
Units of
Stock That
Have Not
Vested
($)(1)
|
| |
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares or
Units That
Have Not
Vested
(#)
|
| |
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares or
Units That
Have Not
Vested
($)(1)
|
Vivek Sankaran
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,506,386(2)
|
| |
24,358,262
|
| |
—
|
| |
—
|
Robert B. Dimond
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
366,570(3)
|
| |
5,927,437
|
| |
149,312(4)
|
| |
2,414,375
|
Susan Morris
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
504,007(5)
|
| |
8,149,793
|
| |
149,312(6)
|
| |
2,414,375
|
Juliette W. Pryor
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
167,756(7)
|
| |
2,712,615
|
| |
67,103(8)
|
| |
1,085,056
|
Christine Rupp
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
373,105(9)
|
| |
6,033,108
|
| |
89,728(10)
|
| |
1,450,902
|
(1)
|
Based on the value of $16.17 per share of common stock as of February 27, 2021.
|
(2)
|
Reflects 215,198 shares of restricted stock that will vest on April 25, 2021, 322,797 shares of restricted stock that will vest on April 25, 2022, 215,198 shares of restricted stock that will vest on April 25, 2023, and 107,599 shares of restricted stock that will vest on April 25, 2024 provided that Mr. Sankaran is employed on the applicable vesting date. In addition, this also reflects 645,594 shares of performance-based restricted stock which may vest based on the achievement of performance goals in fiscal 2021, fiscal 2022 and fiscal 2023 and Mr. Sankaran being employed on the applicable vesting date.
|
(3)
|
Reflects 54,367 time-based RSUs that will vest on November 9, 2021, 47,471 time-based RSUs that will vest on February 26, 2022 and 47,472 time-based RSUs that will vest on February 25, 2023 provided that Mr. Dimond is employed on the applicable vesting date. In addition, this reflects 122,314 performance-based RSUs which have been earned based on fiscal 2019 and fiscal 2020 performance that will vest on February 26, 2022 and 94,946 performance-based RSUs which have been earned based on fiscal 2020 performance that will vest on February 25, 2023 provided that Mr. Dimond is employed on the applicable vesting date.
|
(4)
|
Reflects 101,839 performance-based RSUs that can be earned based on fiscal 2021 performance and 47,473 performance-based RSUs that can be earned based on fiscal 2022 performance. The awards are reported at target.
|
(5)
|
Reflects 54,367 time-based RSUs that will vest on November 9, 2021, 184,909 time-based RSUs that will vest on February 26, 2022 and 47,471 time-based RSUs that will vest on February 25, 2023 provided that Ms. Morris is employed on the applicable vesting date. In addition, this reflects 122,314 performance-based RSUs which have been earned based on fiscal 2019 and fiscal 2020 performance that will vest on February 26, 2022 and 94,946 performance-based RSUs which have been earned based on fiscal 2020 performance that will vest on February 25, 2023 provided that Ms. Morris is employed on the applicable vesting date.
|
(6)
|
Reflects 101,839 performance-based RSUs that can be earned based on fiscal 2021 performance and 47,473 performance-based RSUs that can be earned based on fiscal 2022 performance. The awards are reported at target.
|
(7)
|
Reflects 33,551 time-based RSUs that will vest on June 15, 2021, 33,552 time-based RSUs that will vest on June 15, 2022 and 33,551 time-based RSUs that will vest on June 15, 2023 provided that Ms. Pryor is employed on the applicable vesting date. In addition, this reflects 67,102 performance-based RSUs which have been earned based on fiscal 2020 performance that will vest on February 26, 2023.
|
(8)
|
Reflects 33,551 performance-based RSUs that can be earned based on fiscal 2021 performance and 33,552 performance-based RSUs that can be earned based on fiscal 2022 performance. The awards are reported at target.
|
(9)
|
Reflects 106,422 time-based RSUs that will vest on December 1, 2021, 27,127 time-based RSUs that will vest on February 26, 2022, 53,211 time-based RSUs that will vest on December 1, 2022, 27,128 time-based RSUs that will vest on February 25, 2023, and 53,211 time-based RSUs that will vest on December 1, 2023 provided that Mr. Rupp is employed on the applicable vesting date. In addition, this reflects 51,750 performance-based RSUs which have been earned based on fiscal 2019 and fiscal 2020 performance that will vest on February 26, 2022 and 54,256 performance-based RSUs which have been earned based on fiscal 2020 performance that will vest on February 25, 2023 provided that Ms. Rupp is employed on the applicable vesting date.
|
(10)
|
Reflects 62,601 performance-based RSUs that can be earned based on fiscal 2021 performance and 27,127 performance-based RSUs that can be earned based on fiscal 2022 performance. The awards are reported at target.
|
|
|
| |
42
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
Name
|
| |
Number of
Shares
Acquired on
Exercise
(#)
|
| |
Value
Realized on
Exercise
($)
|
| |
Number of
Shares
Acquired on
Vesting
(#)
|
| |
Value
Realized on
Vesting
($)(1)
|
Vivek Sankaran
|
| |
—
|
| |
—
|
| |
322,797
|
| |
5,643,568
|
Robert B. Dimond
|
| |
—
|
| |
—
|
| |
101,838
|
| |
1,572,238
|
Susan Morris
|
| |
—
|
| |
—
|
| |
239,277
|
| |
3,794,626
|
Juliette W. Pryor
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Christine Rupp
|
| |
—
|
| |
—
|
| |
27,127
|
| |
438,644
|
(1)
|
Value is based on the fair value or closing market price of the Company’s common stock on the date of vesting multiplied by the number of vested shares.
|
Name/Plan
|
| |
Executive
Contributions
in Last
FY
($)(1)
|
| |
Registrant
Contributions
in Last
FY
($)(2)
|
| |
Aggregate
Earnings
in Last
FY
($)(3)
|
| |
Aggregate
Withdrawals/
Distributions
($)
|
| |
Aggregate
Balance
at Last
FYE
($)
|
Vivek Sankaran
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Robert B. Dimond
|
| |
|
| |
|
| |
|
| |
|
| |
|
Albertsons Companies Deferred Compensation Plan
|
| |
678,349
|
| |
44,999
|
| |
122,178
|
| |
—
|
| |
1,148,190
|
Albertsons LLC Makeup Plan
|
| |
—
|
| |
5,002
|
| |
136,692
|
| |
—
|
| |
923,982
|
Susan Morris
|
| |
|
| |
|
| |
|
| |
|
| |
|
Albertsons Companies Deferred Compensation Plan
|
| |
215,001
|
| |
39,377
|
| |
34,000
|
| |
—
|
| |
427,384
|
Albertsons LLC Makeup Plan
|
| |
—
|
| |
11,761
|
| |
118,809
|
| |
—
|
| |
676,277
|
Juliette W. Pryor
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Christine Rupp
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
(1)
|
All executive contributions represent amounts deferred by each NEO under a Deferred Compensation Plan and are included as compensation in the Summary Compensation Table under “Salary,” “Bonus” and “Non-Equity Incentive Plan Compensation.”
|
(2)
|
All registrant contributions are reported under “All Other Compensation” in the Summary Compensation Table.
|
(3)
|
These amounts are not reported in the Summary Compensation Table as none of the earnings are based on interest above the market rate.
|
|
|
| |
43
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
Payments and Benefits
|
| |
Death or
Disability
($)
|
| |
For
Cause or
Without
Good
Reason
($)
|
| |
Without
Cause or
for Good
Reason
($)
|
| |
Change in
Control –
Without
Cause or
for Good
Reason
($)
|
|
Cash Payments
|
| |
2,875,000(1)
|
| |
—
|
| |
10,000,000(2)
|
| |
10,000,000(2)
|
|
Health Benefits(3)
|
| |
14,087
|
| |
—
|
| |
14,087
|
| |
14,087
|
|
Total
|
| |
2,889,087
|
| |
—
|
| |
10,014,087
|
| |
10,014,087
|
|
(1)
|
Reflects a lump sum cash payment in an amount equal to the sum of (i) any earned but unpaid bonus with respect to any completed performance period prior to the date of termination, (ii) a lump sum payment in an amount equal to 25% of Mr. Sankaran’s base salary, (iii) a bonus for the fiscal year of termination based on actual performance metrics for the fiscal year in which termination occurs, but prorated based on the number of days of service during the applicable fiscal year through the termination date and (iv) payment of the unvested or unpaid portions of the sign-on retention award.
|
(2)
|
Reflects a lump sum cash payment equal to the sum of (i) any earned but unpaid bonus with respect to any completed performance period prior to the date of termination, (ii) a lump sum payment in an amount equal to 200% of the sum of Mr. Sankaran’s base salary plus target bonus, (iii) a bonus for the fiscal year of termination based on actual performance metrics for the fiscal year in which termination occurs, but prorated based on the number of days of service during the applicable fiscal year through the termination date and (iv) payment of the unvested or unpaid portions of the sign-on retention award.
|
(3)
|
Reflects the cost of reimbursement for up to 18 months continuation of health coverage.
|
Payments and Benefits
|
| |
Death or
Disability
($)
|
| |
For
Cause or
Without
Good
Reason
|
| |
Without
Cause or
for Good
Reason
($)
|
| |
Change in
Control –
Without
Cause or
for Good
Reason
($)
|
|
Cash Payments
|
| |
212,500(1)
|
| |
—
|
| |
3,400,000(2)
|
| |
3,400,000(2)
|
|
Health Benefits
|
| |
—
|
| |
—
|
| |
13,822(3)
|
| |
13,822(3)
|
|
Total
|
| |
212,500
|
| |
—
|
| |
3,413,822
|
| |
3,413,822
|
|
(1)
|
Reflects a lump sum cash payment in an amount equal to 25% of Mr. Dimond’s base salary.
|
(2)
|
Reflects a lump sum cash payment equal to the sum of Mr. Dimond’s base salary and target bonus for 24 months.
|
(3)
|
Reflects the cost of reimbursement for up to 12 months continuation of health coverage.
|
|
|
| |
44
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
Payments and Benefits
|
| |
Death or
Disability
($)
|
| |
For
Cause or
Without
Good
Reason
|
| |
Without
Cause or
for Good
Reason
($)
|
| |
Change in
Control –
Without
Cause or
for Good
Reason
($)
|
|
Cash Payments
|
| |
225,000(1)
|
| |
—
|
| |
4,000,000(2)
|
| |
4,000,000(2)
|
|
Health Benefits
|
| |
—
|
| |
—
|
| |
7,889(3)
|
| |
7,889(3)
|
|
Total
|
| |
225,000
|
| |
—
|
| |
3,607,889
|
| |
3,607,889
|
|
(1)
|
Reflects a lump sum cash payment in an amount equal to 25% of Ms. Morris’s base salary.
|
(2)
|
Reflects a lump sum cash payment equal to the sum of Ms. Morris’s base salary and target bonus for 24 months.
|
(3)
|
Reflects the cost of reimbursement for up to 12 months continuation of health coverage.
|
Payments and Benefits
|
| |
Death or
Disability
($)
|
| |
For
Cause or
Without
Good
Reason
|
| |
Without
Cause or
for Good
Reason ($)
|
| |
Change in
Control –
Without
Cause or
for Good
Reason
($)
|
|
Cash Payments
|
| |
181,250(1)
|
| |
—
|
| |
2,900,000(2)
|
| |
2,900,000(2)
|
|
Health Benefits
|
| |
—
|
| |
—
|
| |
23,379(3)
|
| |
23,379(3)
|
|
Total
|
| |
181,250
|
| |
—
|
| |
2,923,379
|
| |
2,923,379
|
|
(1)
|
Reflects a lump sum cash payment in an amount equal to 25% of Ms. Pryor’s base salary.
|
(2)
|
Reflects a lump sum cash payment equal to the sum of Ms. Pryor’s base salary and target bonus for 24 months.
|
(3)
|
Reflects the cost of reimbursement for up to 12 months continuation of health coverage.
|
Payments and Benefits
|
| |
Death or
Disability
($)
|
| |
For
Cause or
Without
Good
Reason
|
| |
Without
Cause or
for Good
Reason
($)
|
| |
Change in
Control –
Without
Cause or
for Good
Reason
($)
|
|
Cash Payments
|
| |
187,500(1)
|
| |
—
|
| |
3,000,000(2)
|
| |
3,000,000(2)
|
|
Health Benefits
|
| |
—
|
| |
—
|
| |
7,738(3)
|
| |
7,738(3)
|
|
Total
|
| |
187,500
|
| |
—
|
| |
3,007,738
|
| |
3,007,738
|
|
(1)
|
Reflects a lump sum cash payment in an amount equal to 25% of Ms. Rupp’s base salary.
|
(2)
|
Reflects a lump sum cash payment equal to 200% of Ms. Rupp’s base salary plus target annual bonus.
|
(3)
|
Reflects the cost of reimbursement for up to 12 months continuation of health coverage.
|
|
|
| |
45
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
Units
|
| |
Death or
Disability
($)
|
| |
For
Cause or
Without
Good
Reason
($)
|
| |
Without
Cause or
for Good
Reason
($)
|
| |
Change in
Control –
Without
Cause or
for Good
Reason
($)
|
| |
Change in
Control –
Death or
Disability
($)
|
Time-Based Restricted Stock
|
| |
2,936,338
|
| |
—
|
| |
3,479,752
|
| |
13,919,007
|
| |
13,919,007
|
Performance-Based Restricted Stock
|
| |
—
|
| |
—
|
| |
—
|
| |
10,439,255
|
| |
10,439,255
|
Total
|
| |
2,936,338
|
| |
—
|
| |
3,479,752
|
| |
24,358,262
|
| |
24,358,262
|
NEO
|
| |
Number of
Vesting
Shares
(#)
|
| |
Value of
Vesting
Shares
($)
|
| |
Tax
Bonus
($)
|
Robert B. Dimond
|
| |
515,882
|
| |
8,341,812
|
| |
—
|
Susan Morris
|
| |
653,319
|
| |
10,564,168
|
| |
91,597
|
Juliette W. Pryor
|
| |
234,859
|
| |
3,797,670
|
| |
—
|
Christine Rupp
|
| |
462,833
|
| |
7,484,010
|
| |
—
|
|
|
| |
46
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
|
|
| |
47
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
|
|
| |
48
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
|
|
| |
49
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
•
|
each person known by us to own beneficially 5% or more of our outstanding shares of common stock;
|
•
|
each of our directors;
|
•
|
each of our Named Executive Officers; and
|
•
|
our directors and executive officers as a group.
|
Name of Beneficial Owner
|
| |
Number of
Shares
|
| |
Percentage of
Shares
|
| |
Percentage of
Voting Power
|
5% Stockholders:
|
| |
|
| |
|
| |
|
Cerberus Capital Management, L.P.(1)
|
| |
151,818,680
|
| |
32.5%
|
| |
29.2%
|
Klaff Realty, L.P.(2)
|
| |
58,128,749
|
| |
12.5%
|
| |
11.2%
|
Funds affiliated with Lubert-Adler(3)
|
| |
58,128,754
|
| |
12.5%
|
| |
11.2%
|
Schottenstein Stores Corp.(4)
|
| |
58,128,752
|
| |
12.5%
|
| |
11.2%
|
Kimco Realty Corporation(5)
|
| |
39,838,105
|
| |
8.5%
|
| |
7.7%
|
HPS Investment Partners, LLC(6)
|
| |
33,909,372
|
| |
7.3%
|
| |
6.5%
|
Directors:
|
| |
|
| |
|
| |
|
Vivek Sankaran(7)
|
| |
1,961,782
|
| |
*
|
| |
*
|
Jim Donald
|
| |
782,781
|
| |
*
|
| |
*
|
Chan W. Galbato(1)
|
| |
—
|
| |
—
|
| |
—
|
Sharon Allen(8)
|
| |
154,168
|
| |
*
|
| |
*
|
Shant Babikian
|
| |
—
|
| |
—
|
| |
—
|
Steven A. Davis
|
| |
106,773
|
| |
*
|
| |
*
|
Kim Fennebresque
|
| |
86,839
|
| |
*
|
| |
*
|
Allen M. Gibson
|
| |
19,834
|
| |
*
|
| |
*
|
Hersch Klaff(2)
|
| |
9,552
|
| |
*
|
| |
*
|
Jay L. Schottenstein(4)
|
| |
9,552
|
| |
*
|
| |
*
|
Alan Schumacher(9)
|
| |
87,339
|
| |
*
|
| |
*
|
Brian Kevin Turner
|
| |
122,543
|
| |
*
|
| |
*
|
Mary Elizabeth West
|
| |
3,680
|
| |
*
|
| |
*
|
Scott Wille(1)
|
| |
4,033
|
| |
*
|
| |
*
|
Named Executive Officers:
|
| |
|
| |
|
| |
|
Robert B. Dimond
|
| |
512,219
|
| |
*
|
| |
*
|
Susan Morris
|
| |
609,612
|
| |
*
|
| |
*
|
Juliette W. Pryor
|
| |
36,051
|
| |
*
|
| |
*
|
Christine Rupp
|
| |
13,677
|
| |
*
|
| |
*
|
All directors and executive officers as a group(1)(2)(4)(7)(8)(9) (22 Persons)
|
| |
6,067,128
|
| |
1.3%
|
| |
1.2%
|
*
|
Represents less than 1%.
|
(1)
|
Stephen Feinberg exercises voting and investment authority and may be deemed to have beneficial ownership of 151,818,680 shares. Messrs. Galbato and Wille are affiliated with Cerberus. The address for Cerberus is 875 Third Avenue, New York, New York 10022.
|
|
|
| |
50
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
(2)
|
Mr. Klaff is affiliated with Klaff Realty, L.P., whose affiliated entities have beneficial ownership of 58,128,749 shares. Mr. Klaff expressly disclaims beneficial ownership of the shares held by Klaff Realty, L.P. except to the extent of his pecuniary interest therein through his indirect interest in Klaff Realty, L.P. or such affiliates. The address for Klaff Realty, L.P. is 35 E. Wacker Drive, Suite 2900, Chicago, Illinois 60601.
|
(3)
|
Consists of 12,515,316 shares of common stock held directly by L-A V ABS, LLC (“L-A V ABS”), 474,065 shares of common stock held directly by Lubert-Adler Real Estate Fund V, L.P. (“L-A RE Fund V”), 5,672,291 shares of common stock held directly by Lubert- Adler Real Estate Fund VI, L.P. (“L-A RE Fund VI”), 1,608,363 shares of common stock held directly by Lubert-Adler Real Estate Fund VI-A, L.P. (“L-A RE Fund VI-A”), 4,314,996 shares of common stock held directly by Lubert-Adler Real Estate Fund VI-B, L.P. (“L-A RE Fund VI-B”), 33,157,624 shares of common stock held directly by L-A Saturn Acquisition, L.P. (“L-A Saturn”), and 386,099 shares of common stock held directly by L-A Asset Management Services, L.P. (“L-A Asset Management Services”). L-A V ABS is managed by its members, Dean S. Adler and Gerald A. Ronon, who can be removed and replaced by L-A RE Fund V, the controlling member of L-A V ABS, with the consent of ABS Opportunities, LLC. Lubert-Adler Group V, L.P. (“L-A Group V”) is the general partner of L-A RE Fund V, and Lubert-Adler Group V, LLC (“L-A Group V LLC”) is the general partner of L-A Group V. Lubert-Adler Group VI, L.P. (“L-A Group VI”) is the general partner of L-A RE Fund VI and L-A RE Fund VI-A, and Lubert-Adler Group VI, LLC (“L-A Group VI LLC”) is the general partner of L-A Group VI. Lubert-Adler Group VI-B, L.P. (“L-A Group VI-B”) is the general partner of L-A RE Fund VI-B, and Lubert-Adler Group VI-B, LLC (“L-A Group VI-B LLC”) is the general partner of L-A Group VI-B. L-A Group Saturn, LLC (“L-A Group Saturn”) is the general partner of L-A Saturn. Lubert-Adler GP— West, LLC (“L-A GP—West”) is the general partner of L-A Asset Management Services. Ira M. Lubert and Dean S. Adler are the members of L-A Group V LLC, L-A Group VI LLC, L-A Group VI-B LLC, L-A Group Saturn and L-A GP—West. As a result, each of Mr. Lubert, Mr. Adler, L-A Group V LLC, L-A Group VI LLC, L-A Group VI-B LLC, L-A Group V, L-A Group VI, L-A Group VI-B, L-A Group Saturn and L-A GP—West may be deemed to share beneficial ownership of the shares. Each of the foregoing persons expressly disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein. The address for L-A RE Fund V, L-A RE Fund VI, L-A RE Fund VI-A and L-A RE Fund VI-B, L-A Group V, L-A Group V LLC, L-A Group VI, L-A Group VI LLC, L-A Group VI-B and L-A Group VI-B LLC is 2400 Market Street, Suite 301, Philadelphia, Pennsylvania 19103-3033. The address for L-A Saturn and L-A Group Saturn is The FMC Tower, 2929 Walnut Street, Suite 1530, Philadelphia, Pennsylvania 19104. The address for L-A Asset Management Services and L-A GP—West is 435 Devon Park Drive, Building 500, Wayne, Pennsylvania 19087. The address for L-A V ABS is 171 17th Street NW, Suite 1575, Atlanta, Georgia 30363. The address for Ira M. Lubert, Dean S. Adler and Gerald A. Ronon is 2400 Market Street, Suite 301, Philadelphia, Pennsylvania 19103-3033.
|
(4)
|
Mr. Schottenstein is affiliated with Schottenstein Stores Corp., whose affiliated entities have beneficial ownership of 58,128,752 shares. Mr. Schottenstein expressly disclaims beneficial ownership of the shares held by Schottenstein Stores Corp except to the extent of his pecuniary interest therein. The address for Schottenstein Stores Corp. is 4300 E. Fifth Avenue, Columbus, Ohio 43219.
|
(5)
|
Kimco Realty Corp. is the parent corporation of each of KRSX Merge, LLC and KRS ABS, LLC and has sole voting and dispositive power over the shares of our common stock held of record by each of them, consisting of (i) 176,811 shares of our common stock held of record by KRSX Merge, LLC and (ii) 39,661,294 shares of our common stock held of record by KRS ABS, LLC. The address for Kimco Realty Corp. is 500 North Broadway, Suite 201, Jericho, New York 11753, Attention: Ray Edwards and Bruce Rubenstein.
|
(6)
|
This information is based solely on a Schedule 13D filed by HPS with the SEC on July 9, 2020. Consists of (i) 4,481,017 shares of common stock issuable upon conversion of 77,173.77 shares of Series A preferred stock held by Assured Offshore L.P.; (ii) 1,934,353 shares of common stock issuable upon conversion of 33,314.16 shares of Series A preferred stock held by Mezzanine Partners III, L.P.; (iii) 1,011,721 shares of common stock issuable upon conversion of 17,424.24 shares of Series A preferred stock held by HPS Fund Offshore Subsidiary XI, L.P.; (iv) 784,235 shares of common stock issuable upon conversion of 13,506.40 shares of Series A preferred stock held by AP Mezzanine Partners III, L.P.; (v) 9,674,120 shares of common stock issuable upon conversion of 166,611.33 shares of Series A preferred stock held by MP 2019 Offshore AB Subsidiary, L.P.; (vi) 7,258,000 shares of common stock issuable upon conversion of 125,000.00 shares of Series A preferred stock held by Bronco Co-Invest, L.P.; (vii) 5,050,278 shares of common stock issuable upon conversion of 86,977.79 shares of Series A preferred stock held by MP 2019 Onshore Mezzanine Master, L.P. (viii) 2,052,767 shares of common stock issuable upon conversion of 35,353.54 shares of Series A preferred stock held by HN Co-Invest AIV, L.P.; (ix) 879,669 shares of common stock issuable upon conversion of 15,150.00 shares of Series A preferred stock held by HPS VG Co-Investment Fund, L.P.; and (x) 783,212 shares of common stock issuable upon conversion of 13,488.78 shares of Series A preferred stock held by MP 2019 AP Mezzanine Master, L.P. Assured Offshore L.P., Mezzanine Partners III, L.P., HPS Fund Offshore Subsidiary XI, L.P., AP Mezzanine Partners III, L.P., MP 2019 Offshore AB Subsidiary, L.P., Bronco Co-Invest, L.P., MP 2019 Onshore Mezzanine Master, L.P., HN Co-Invest AIV, L.P, HPS VG Co-Investment Fund, L.P. and MP 2019 AP Mezzanine Master, L.P. are collectively referred to as the “Funds.”
|
|
|
| |
51
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
(7)
|
Includes 1,291,188 shares of restricted common stock.
|
(8)
|
Includes 2,000 shares of common stock held by the Richard and Sharon Allen Trust (the “Allen Trust”). Sharon Allen, as trustee, is deemed to have voting and dispositive power over the securities held by the Allen Trust.
|
(9)
|
Certain of the shares are held by The Alan H. Schumacher Declaration of Trust Dated October 19, 2001 (the “Schumacher Trust”). Alan Schumacher, as trustee, is deemed to have voting and dispositive power over the shares held by the Schumacher Trust. The address for the Schumacher Trust is 2481 Tall Oaks Drive, Elgin, Illinois 60123.
|
•
|
each person known by us to own beneficially 5% or more of our outstanding shares of Series A preferred stock;
|
•
|
each of our directors;
|
•
|
each of our Named Executive Officers; and
|
•
|
our directors and executive officers as a group.
|
Name of Beneficial Owner
|
| |
Number of
Shares
|
| |
Percentage of
Shares
|
| |
Percentage of
Voting Power
|
5% Stockholders:
|
| |
|
| |
|
| |
|
HPS Investment Partners, LLC(1)
|
| |
584,000
|
| |
63.2%
|
| |
6.5%
|
Oak Hill Advisors, L.P.(2)
|
| |
100,000
|
| |
10.8%
|
| |
1.1%
|
Benefit Street Partners LLC(3)
|
| |
100,000
|
| |
10.8%
|
| |
1.1%
|
Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.(4)
|
| |
65,000
|
| |
7.0%
|
| |
*
|
2757730 Ontario Limited(5)
|
| |
50,000
|
| |
5.4%
|
| |
*
|
Directors:
|
| |
|
| |
|
| |
|
Vivek Sankaran
|
| |
—
|
| |
—
|
| |
—
|
Jim Donald
|
| |
—
|
| |
—
|
| |
—
|
Chan W. Galbato
|
| |
—
|
| |
—
|
| |
—
|
Sharon Allen
|
| |
—
|
| |
—
|
| |
—
|
Shant Babikian
|
| |
—
|
| |
—
|
| |
—
|
Steven A. Davis
|
| |
—
|
| |
—
|
| |
—
|
Kim Fennebresque
|
| |
—
|
| |
—
|
| |
—
|
Allen M. Gibson
|
| |
—
|
| |
—
|
| |
—
|
Hersch Klaff
|
| |
—
|
| |
—
|
| |
—
|
Jay L. Schottenstein
|
| |
—
|
| |
—
|
| |
—
|
Alan Schumacher
|
| |
—
|
| |
—
|
| |
—
|
Brian Kevin Turner
|
| |
—
|
| |
—
|
| |
—
|
Mary Elizabeth West
|
| |
—
|
| |
—
|
| |
—
|
Scott Wille
|
| |
—
|
| |
—
|
| |
—
|
Named Executive Officers:
|
| |
—
|
| |
—
|
| |
—
|
Vivek Sankaran
|
| |
—
|
| |
—
|
| |
—
|
Robert B. Dimond
|
| |
—
|
| |
—
|
| |
—
|
Susan Morris
|
| |
—
|
| |
—
|
| |
—
|
Juliette W. Pryor
|
| |
—
|
| |
—
|
| |
—
|
Christine Rupp
|
| |
—
|
| |
—
|
| |
—
|
All directors and executive officers as a group (22 Persons)
|
| |
—
|
| |
—
|
| |
—
|
*
|
Represents less than 1%.
|
(1)
|
This information is based solely on a Schedule 13D filed by HPS with the SEC on July 9, 2020. Consists of (i) 77,173.77 shares of Series A preferred stock held by Assured Offshore L.P.; (ii) 33,314.16 shares of Series A preferred stock held by Mezzanine Partners III, L.P.; (iii) 17,424.24 shares of Series A preferred stock held by HPS Fund Offshore Subsidiary XI, L.P.; (iv) 13,506.40 shares of Series A preferred stock held by AP Mezzanine Partners III, L.P.; (v) 166,611.33 shares of Series A preferred stock held by MP 2019 Offshore AB Subsidiary, L.P.; (vi) 125,000.00 shares of Series A
|
|
|
| |
52
|
| |
Albertsons Companies, Inc. 2021 Proxy Statement
|
|
(2)
|
Includes: (i) 3,300 shares of Series A preferred stock held by a separately managed account; (ii) 1,600 shares of Series A preferred stock held by OHAT Credit Fund, L.P.; (iii) 2,100 shares of Series A preferred stock held by OHA Enhanced Credit Strategies Master Fund, L.P.; (iv) 4,200 shares of Series A preferred stock held by a separately managed account; (v) 1,300 shares of Series A preferred stock held by a separately managed account; (vi) 1,600 shares of Series A preferred stock held by a separately managed account; (vii) 5,900 shares of Series A preferred stock held by OHA Centre Street Partnership, L.P.; (viii) 5,200 shares of Series A preferred stock held by OHA Delaware Customized Credit Fund Holdings, L.P.; (ix) 3,900 shares of Series A preferred stock held by OHA Structured Products Master Fund D, L.P.; (x) 15,900 shares of Series A preferred stock held by OHA Black Bear Fund, L.P.; (xi) 4,700 shares of Series A preferred stock held by OHA Artesian Customized Credit Fund I, L.P.; (xii) 37,200 shares of Series A preferred stock held by OHA Strategic Credit Master Fund II, L.P.; and (xiii) 13,100 shares of Series A preferred stock held by OHA Credit Solutions Master Fund II, L.P. The address for Oak Hill Advisors, L.P., the Investment Advisor of the foregoing entities and accounts, is 1114 Avenue of the Americas, 27th Floor, New York, New York 10036.
|
(3)
|
Consists of 5,000 shares of Series A preferred stock held directly by Benefit Street Partners SMA-C Co-Invest L.P (“SMA-C”), 39,042 shares of Series A preferred stock held directly by Benefit Street Partners Debt Fund IV LP (“Debt Fund IV”), 38,561 shares of Series A preferred stock held directly by BSP 4 Albertsons Holdings LLC (“BSP 4”), 3,992 shares of Series A preferred stock held directly by Benefit Street Partners SMA-K L.P (“SMA-K”), 6,117 shares of Series A preferred stock held directly by Benefit Street Partners SMA-C II L.P. (“SMA-C II”), 2,288 shares of Series A preferred stock held directly by Benefit Street Partners SMA LM LP (“SMA LM”), and 5,000 shares of Series A preferred stock held directly by Benefit Street Partners SMA-O L.P. (“SMA-O”).
|
(4)
|
As of June 7, 2021, consists of 65,000 shares of Series A preferred stock held by Oaktree Opportunities Fund Xb Holdings (Delaware), L.P. (“Opps Xb”). The general partner of Opps Xb is Oaktree Fund GP, LLC (“GP LLC”). The general partner of GP LLC is Oaktree Fund GP I, L.P (“GP I”). The general partner of GP I is Oaktree Capital I, L.P. (“Capital I”). The general partner of Capital I is OCM Holdings I, LLC (“Holdings I”). The managing member of Holdings I is Oaktree Capital Group, LLC (“OCG”). OCG is managed by its ten-member board of directors which is comprised of members appointed by each of Oaktree Capital Group Holdings GP, LLC and Brookfield Asset Management, Inc. Each of the direct and indirect general partners, managing members, directors, unit holders, shareholders, and members of Opps Xb, may be deemed to share voting and dispositive power over the shares owned by such entities, but disclaims beneficial ownership in such shares except to the extent of any pecuniary interest therein. The address for these entities is c/o Oaktree Capital Management, L.P., 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071.
|
(5)
|
Ontario Teachers’ Pension Plan Board has beneficial ownership over the 50,000 shares of Series A preferred stock held by 2757730 Ontario Limited. The address for Ontario Teachers’ Pension Plan Board is 5650 Yonge Street, Toronto, Ontario M2M 4H4, Canada.
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53
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Albertsons Companies, Inc. 2021 Proxy Statement
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Plan Category
|
| |
Number of
securities
to be
Issued Upon
Exercise of
Outstanding
Equity
Awards
(a)
|
| |
Weighted-
Average
Exercise
Price of
Outstanding
Equity
Awards
(b)
|
| |
Number of
securities
Remaining
Available for
Future
Issuance
Under Equity
Compensation
Plans
(Excluding
Securities
Reflected in
Column (a))
(c)
|
Equity Compensation Plans Approved by Stockholders
|
| |
—
|
| |
—
|
| |
42,299,130
|
Equity Compensation Plans Not Approved by Stockholders
|
| |
—
|
| |
—
|
| |
—
|
Total
|
| |
—
|
| |
—
|
| |
42,299,130
|
|
|
| |
54
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Albertsons Companies, Inc. 2021 Proxy Statement
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55
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Albertsons Companies, Inc. 2021 Proxy Statement
|
|
Audit Fees
|
| |
Fiscal
2020
|
| |
Fiscal
2019
|
Audit fees
|
| |
$5,400
|
| |
$5,500
|
Audit-related fees
|
| |
800
|
| |
500
|
Tax fees
|
| |
1,500
|
| |
1,000
|
Other fees
|
| |
30
|
| |
100
|
Total fees
|
| |
$7,730
|
| |
$7,100
|
|
|
| |
56
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Albertsons Companies, Inc. 2021 Proxy Statement
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57
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Albertsons Companies, Inc. 2021 Proxy Statement
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58
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Albertsons Companies, Inc. 2021 Proxy Statement
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59
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Albertsons Companies, Inc. 2021 Proxy Statement
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60
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Albertsons Companies, Inc. 2021 Proxy Statement
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61
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Albertsons Companies, Inc. 2021 Proxy Statement
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| |
62
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Albertsons Companies, Inc. 2021 Proxy Statement
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| |
ALBERTSONS COMPANIES, INC.
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By:
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| |
Name:
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| |
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| |
Title:
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63
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Albertsons Companies, Inc. 2021 Proxy Statement
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