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Share Name | Share Symbol | Market | Type |
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Supervalu Inc. (delisted) | NYSE:SVU | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 32.49 | 0.00 | 01:00:00 |
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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 under §240.14a-12
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SUPERVALU INC.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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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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Proposed maximum aggregate value of transaction:
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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 Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule, or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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1)
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to elect ten directors;
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2)
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to ratify the appointment of KPMG LLP as the independent registered public accounting firm;
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to hold an advisory vote on executive compensation;
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to hold an advisory vote on the frequency of conducting an advisory vote on executive compensation;
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to authorize the Board of Directors, in its discretion, to amend our Restated Certificate of Incorporation to effect a reverse stock split of our common stock at a ratio of 1-for-5 to 1-for-7, such ratio to be determined by the Board of Directors; and
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to transact such other business as may properly come before the meeting.
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BY ORDER OF THE BOARD OF DIRECTORS
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Karla C. Robertson
Executive Vice President, General Counsel and
Corporate Secretary |
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Doors open at 9:00 a.m. Central Time
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Meeting starts at 9:30 a.m. Central Time
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You do not need to attend the meeting to vote if you submitted your proxy in advance of the meeting
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The use of cameras and recording devices is prohibited
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(1)
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If the number of nominees exceeds the number of directors to be elected (a situation we do not anticipate), the directors shall be elected by a plurality of the shares present in person or by proxy at the meeting and entitled to vote on the election of directors. A plurality means that the ten director nominees who receive the highest number of votes cast will be elected.
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Voting by Mail.
If you wish to vote by mail, please sign, date and return the enclosed proxy card promptly in the postage-paid envelope provided.
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Voting by Telephone and the Internet.
If you wish to vote by telephone or the Internet, please follow the instructions on the enclosed proxy card. If you vote by telephone or the Internet, you do not need to return the proxy card.
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Shares Held in Street Name.
If your shares are held in the name of a bank, broker or other holder of record, follow the voting instructions you receive from the holder of record to vote your shares. Telephone and Internet voting are also available to stockholders owning stock through most major banks and brokers.
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Revoking Your Proxy.
You may revoke your proxy at any time before your shares are voted by sending a written statement to the Corporate Secretary, or by submitting another proxy with a later date. You may also revoke your proxy by voting at the meeting in person.
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Record Stockholders.
If you are a record stockholder (i.e., a person who owns shares registered directly in his or her name with SUPERVALU’s transfer agent) and plan to attend the meeting, please indicate this when voting, either by marking the attendance box on the proxy card or responding affirmatively when prompted during telephone or Internet voting.
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Owners of Shares Held in Street Name.
Beneficial owners of SUPERVALU common stock held in street name by a broker, bank or other nominee will need proof of ownership to be admitted to the meeting. A recent brokerage statement or letter from the broker, bank or other nominee are examples of proof of ownership. If your shares are held in street name and you want to vote in person at the meeting, you must obtain a written proxy from the broker, bank or other nominee holding your shares.
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Name and Address of Beneficial Owner
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Amount and Nature of Beneficial Ownership
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Percent of Class
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(1)
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BlackRock, Inc., 55 East 52nd Street, New York, NY 10055
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40,546,049
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[●]%
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The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355
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29,523,280
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[●]%
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(3)
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North Tide Capital, 500 Boylston Street, Suite 1860, Boston, MA 02116
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18,469,921
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LSV Asset Management, 155 N. Wacker Dr., Suite 4600, Chicago, IL 60606
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13,549,892
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(1)
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Share ownership is as of December 31, 2016, as set forth in a Schedule 13G/A (Amendment No. 5) filed with the Securities and Exchange Commission (the “SEC”) on January 17, 2017. According to that filing, BlackRock, Inc., a parent holding company, is deemed to beneficially own 40,546,049 shares of SUPERVALU common stock, with sole dispositive power as to all of such shares and sole voting power as to 39,915,904 shares.
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Share ownership is as of December 31, 2016, as set forth in a Schedule 13G/A (Amendment No. 3) filed with the SEC on February 9, 2017. According to that filing, The Vanguard Group (“Vanguard”) is deemed to beneficially own 29,523,280 shares of SUPERVALU common stock. Vanguard reported sole voting power with respect to 319,823 shares, shared voting power with respect to 28,740 shares, sole dispositive power with respect to 29,192,232 shares and shared dispositive power with respect to 331,048 shares. The filing reports that Vanguard Fiduciary Trust Company, a wholly owned subsidiary of The Vanguard Group, Inc., has beneficial ownership of 302,308 shares as a result of its serving as investment manager of collective trust accounts, and that Vanguard Investments Australia, Ltd., a wholly owned subsidiary of The Vanguard Group, Inc., has beneficial ownership of 46,255 shares as a result of its serving as investment manager of Australian investment offerings.
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Share ownership is as of December 31, 2016, as set forth in a Schedule 13G/A (Amendment No. 2) filed with the SEC on February 14, 2017. According to that filing, each of North Tide Capital, LLC (“North Tide”) and Conan Laughlin is deemed to beneficially own 18,469,921 shares of SUPERVALU common stock, and each has shared voting power and shared dispositive power with respect to all of such shares. North Tide Capital Master, LP (the “Master Fund”) is deemed to beneficially own 13,211,333 shares of SUPERVALU common stock and has shared voting power and shared dispositive power with respect to all of such shares. None of North Tide, Mr. Laughlin or the Master Fund has sole voting power or sole dispositive power with respect to any shares. Shares reported for North Tide represent shares that are beneficially owned by the Master Fund, as reported, and that are beneficially owned by other clients (the “Other Accounts”). North Tide serves as investment manager to both the Master Fund and the Other Accounts. Shares reported for Mr.
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Share ownership is as of December 31, 2016, as set forth in a Schedule 13G filed with the SEC on February 6, 2017. According to that filing, LSV Asset Management, an investment adviser, is deemed to beneficially own 13,549,892 shares of SUPERVALU common stock, with sole dispositive power as to all of such shares and sole voting power as to 6,879,311 shares.
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Name of Beneficial Owner
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Amount and Nature of
Beneficial Ownership (1)(2) |
Percent of Class
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Donald R. Chappel
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294,562
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Irwin S. Cohen
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230,497
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Philip L. Francis
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187,065
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Eric G. Johnson
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121,773
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Mathew M. Pendo
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52,301
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Francesca Ruiz de Luzuriaga
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41,708
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Wayne C. Sales
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341,138
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Frank A. Savage
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99,733
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Gerald L. Storch
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182,919
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Mary A. Winston
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28,375
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Mark Gross
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552,559
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Bruce H. Besanko
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972,841
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Michael C. Stigers
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381,691
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James W. Weidenheimer
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34,133
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Rob N. Woseth
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518,209
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Eric A. Claus
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0
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—
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Susan S. Grafton
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306,012
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Mark L. Van Buskirk
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276,699
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All current directors and executive officers as a group (18 persons)
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4,901,596
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[•]
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Less than 1%
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(1)
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All persons listed have sole voting and investment power with respect to all of the shares listed except the following non-employee directors who have sole voting power, but no investment power, over shares held in the SUPERVALU INC. Directors’ Deferred Compensation Plan (2009 Restatement), as follows: Mr. Chappel, 278,422 shares; Mr. Cohen, 224,357 shares; Mr. Francis, 174,925 shares; Mr. Johnson, 121,773 shares; Mr. Pendo, 52,301 shares; Ms. Luzuriaga, 36,708 shares; Mr. Sales, 294,322 shares; Mr. Savage, 99,733 shares; Mr. Storch, 182,919 shares; and Ms. Winston, 28,375 shares.
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Includes shares underlying options exercisable or exercisable within 60 days of May 22, 2017, as follows: Mr. Chappel, 6,140 shares; Mr. Cohen, 6,140 shares; Mr. Francis, 6,140 shares; Mr. Sales, 6,140 shares; Mr. Gross, 552,559 shares; Mr. Besanko, 743,302 shares; Mr. Stigers, 323,626 shares; Mr. Weidenheimer, 19,905 shares; Mr. Woseth, 466,578 shares; Ms. Grafton, 245,889 shares; Mr. Van Buskirk, 239,055 shares; and all current directors and executive officers as a group, 2,892,199 shares.
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Director
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Audit Committee
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Corporate Governance and
Nominating Committee |
Leadership Development and
Compensation Committee |
Donald R. Chappel
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Chair
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Irwin S. Cohen
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Chair
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Philip L. Francis
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Chair
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Eric G. Johnson
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Mathew M. Pendo
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Francesca Ruiz de Luzuriaga
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Frank A. Savage
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Mary A. Winston
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its oversight of our accounting and financial reporting principles and policies, and our internal controls and procedures;
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its review and oversight of our financial statements and the independent registered public accounting firm;
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selecting, appointing, compensating, evaluating and, where deemed appropriate, replacing the independent registered public accounting firm, which reports directly to the Audit Committee;
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evaluating the independence of the independent registered public accounting firm;
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its oversight of our major financial risk exposures and assessment of the steps that we have taken to assess and manage such exposures; and
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its oversight of our compliance with legal and regulatory requirements.
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review the scope of the annual audit plan and organizational structure of the internal auditors, and the results of the internal auditor’s activities;
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regularly meet separately with the senior internal audit executive, who reports functionally to the Audit Committee and administratively to the Company’s Chief Financial Officer, and the independent registered public accounting firm;
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review reports by the independent registered public accounting firm describing and assessing our internal controls and discuss the adequacy and effectiveness of our internal controls and any specified audit procedures taken in light of any material weakness or significant deficiencies identified by us or the independent registered public accounting firm; and
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establish procedures concerning the receipt, retention and treatment of complaints regarding financial reporting, accounting, internal accounting controls or auditing and federal securities law matters.
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criteria for the size and composition of the Board;
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policies on the structure and operations of the Board, including its leadership structure and committees;
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procedures for the conduct of Board meetings, including executive sessions of the Board;
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policies on director retirement and resignation; and
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criteria regarding personal qualifications needed for Board membership.
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consider and recommend nominations for Board membership and the composition of Board committees;
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evaluate our Board practices and those of other well-managed companies and recommend appropriate changes to the Board (see “Board Practices” below);
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evaluate the members of our Board on an annual basis and provide opportunities for director education;
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consider governance issues raised by stockholders and recommend appropriate responses to the Board; and
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consider appropriate compensation for directors.
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determine the process to evaluate the performance of the Chief Executive Officer (the “CEO”);
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review and recommend the compensation of the CEO to the independent members of the Board who qualify as “non-employee directors” under Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and as “outside directors” under Section 162(m) of the Internal Revenue Code (the “Code”);
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review and recommend to the Board major changes in executive compensation programs, executive stock options and retirement plans for officers;
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consider and make recommendations to the Board concerning the annual election of corporate officers and the succession plan for the CEO;
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approve the compensation, including annual salaries and incentives, of “Section 16” officers and any other corporate officers who directly report to the CEO;
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review and approve performance targets under our annual and long-term incentive compensation plans;
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approve equity grants and awards under our stock plan, and approve bonus and other incentive plans of “Section 16” officers and any other corporate officers who directly report to the CEO;
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retain or obtain the advice of and terminate any compensation consultant used to assist in the evaluation of directors and senior executives, including the CEO, and any outside legal counsel and other advisers, and to approve the terms of and fees for such retention; and
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review with management the Compensation Discussion and Analysis and related disclosures.
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Governance Highlights
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Independent Board Leadership:
The independent directors on the Board have selected an independent Non-Executive Chairman of the Board to lead our Board governance functions.
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Majority Independent Directors:
A super-majority of our Board is independent, and only independent directors serve on our Board committees.
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Board Refreshment:
Six of our ten director nominees have served on our Board for less than four years.
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Annual Election of Directors:
Our directors are elected annually.
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Board Evaluations:
Our Board and each committee conducts an annual performance evaluation of itself, and directors conduct similar individual evaluations, which process is facilitated by an outside consultant.
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Diverse Experiences Represented on Board:
Our Board nominees have broad perspectives, experiences and knowledge relevant to our business and include gender and ethnic diversity.
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Majority Voting:
Our directors are elected by a majority vote, except in the case of a contested election. Any director who does not receive a majority vote must tender his or her resignation.
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Proxy Access:
Stockholders who meet certain ownership, retention and other requirements set forth in our Bylaws may nominate for inclusion in our proxy statement a certain number of director candidates.
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Share Ownership Requirement:
Directors are required to hold a minimum number of shares of our common stock with a transition period for new directors.
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No Poison Pill:
We do not have a poison pill.
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ensuring that the respective responsibilities of the Board and management are understood, and that the boundaries between the Board and management responsibilities are respected;
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working with the CEO to develop an appropriate schedule of Board meetings and seeking to ensure that the Board can perform its duties responsibly while recognizing and supporting the operational demands of the Company;
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working with the CEO and Board members to develop the agendas for the Board meetings;
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conferring with the Corporate Governance and Nominating Committee regarding recommendations for the membership of the Board’s committees and the selection and rotation of committee chairs;
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chairing all meetings of the Board and presiding at all stockholder meetings;
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scheduling, developing the agenda for and presiding at all executive sessions of the Board and at meetings of the Board’s outside directors, and communicating to the CEO the substance of the discussions occurring at such sessions and meetings;
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acting as principal liaison between the non-employee directors and the CEO on sensitive issues, although any non-employee director maintains the right to communicate directly with the CEO on any matter;
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serving as an ex officio member of each committee and working with the Board committee chairs on the performance of their designated roles and responsibilities;
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assessing and advising the CEO as to the quality, quantity and timeliness of the flow of information from management that is necessary for the Board to effectively and responsibly perform its duties. Although management is responsible for the preparation of materials for the Board, the Non-Executive Chairman will consider requests from any Board member regarding the inclusion of specific information in such material and all directors maintain the right to communicate directly with members of management;
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recommending to the Board the retention of any consultants who will report directly to the Board on board matters (as opposed to committee consultants);
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acting as a direct conduit to the Board for major stockholders and for other stockholders, employees and the public as appropriate;
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monitoring significant issues and risks between meetings of the Board and assuring that the entire Board becomes involved when appropriate;
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leading the Board in anticipating and responding to crises, including temporary incapacity of the CEO;
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upon recommendation of the Corporate Governance and Nominating Committee, interviewing candidates for the Board who are proposed to be presented to the Board for consideration;
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in conjunction with the Corporate Governance and Nominating Committee, overseeing the evaluation process regarding the performance of individual directors;
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working with the Chair of the Leadership Development and Compensation Committee on the process for compensating and evaluating the CEO, consistent with the principle that the CEO reports to the full Board and not to the Non-Executive Chairman;
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working with the Chair of the Leadership Development and Compensation Committee on succession planning for the CEO and senior management;
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assisting the Board and the Company in assuring compliance with and implementation of the Governance Principles (as described below); and
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chairing the Executive Committee of the Board if one is established.
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Mr. Johnson.
In determining the independence of Mr. Johnson, the Board considered the relationship between the Company and Baldwin Richardson Foods Company (“Baldwin Richardson”). See “Policy and Procedures Regarding Transactions with Related Persons—Transactions with Related Persons—Director Mr. Johnson, Baldwin Richardson” below for additional detail regarding this relationship. The Board determined that this relationship would not interfere with Mr. Johnson’s exercise of independent judgment in carrying out the responsibilities of a director and that Mr. Johnson met the requirements for independence under the NYSE listing standards and the rules of the SEC.
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Ms. Luzuriaga
. Ms. Luzuriaga’s brother-in-law is Senior Vice President and Chief Accounting Officer at Chubb. Chubb is one of our insurance companies and we have paid approximately $530,000 in total insurance premiums to Chubb over the past three fiscal years. This aggregate amount represented less than one percent of the consolidated gross revenues of Chubb and the Company for each company’s last fiscal year. These transactions were entered into in the ordinary course of business and at arm’s length. Additionally, our relationship with Chubb predated Ms. Luzuriaga’s service on the Board, and Ms. Luzuriaga’s brother-in-law is in a role where he would not be directly involved with the relationship between Chubb and the Company. Accordingly, the Board determined that this relationship was not material to either company and, therefore, does not impair Ms. Luzuriaga’s independence.
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Mr. Pendo
. Mr. Pendo is a Managing Director at Oaktree Capital. During fiscal 2017 until July 2016, Oaktree was one of the investment managers for SUPERVALU’s pension plan. Oaktree managed approximately $115 million of the
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Mr. Sales
. In determining the independence of Mr. Sales, the Board considered the relationship between the Company and Fleet Wholesale Supply Co. Inc. d/b/a Mills Fleet Farm (“Mills Fleet Farm”), where Mr. Sales has served as Interim Chief Executive Officer since January 2017. Commencing in fiscal 2017, we began selling wholesale products to Mills Fleet Farm pursuant to a relationship that predated Mr. Sales’ temporary employment with Mills Fleet Farm in transactions that were entered into in the ordinary course of business and at arms’ length. The amount of sales during fiscal 2017 represented less than one percent of the consolidated gross revenues of Mills Fleet Farm and the Company for each company’s fiscal year. The Board determined that this relationship would not interfere with Mr. Sales exercise of independent judgment in carrying out the responsibilities of a director and that Mr. Sales met the requirements for independence under the NYSE listing standards and the rules of the SEC.
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Mr. Savage
. Mr. Savage’s son is a director at Bank of America. We use Bank of America for cash management services, and Bank of America is a lender in our revolving credit facility and underwriter of long-term debt. For cash management services, we have paid Bank of America approximately $700,000 in total service fees during the last three fiscal years. In its role as a lender and underwriter on debt transactions, we have paid Bank of America approximately $200,000 during the last three fiscal years. The aggregate of these amounts represented less than one percent of the consolidated gross revenues of Bank of America and the Company for each company’s last fiscal year. These transactions were entered into in the ordinary course of business and at arm’s length, our relationships with Bank of America predated Mr. Savage’s service on the Board and Mr. Savage’s son is not directly involved with the relationships between Bank of America and the Company. Accordingly, the Board determined that these relationships were not material to either company and, therefore, do not impair Mr. Savage’s independence.
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Symphony Designees.
Pursuant to a tender offer agreement the Company entered into with Symphony Investors LLC (“Symphony”) and Cerberus Capital Management, L.P. in connection with the sale of the Company’s New Albertson’s, Inc. subsidiary in March 2013, the Company agreed that Symphony could designate up to three directors to the Board. These designation rights ended on March 21, 2015 and Symphony has sold its interest in the Company. At the time of their appointment as directors in April 2014, Messrs. Pendo and Savage were Symphony designees. The Corporate Governance and Nominating Committee and the Board believed last year and continue to believe that Messrs. Pendo and Savage have been and will continue to be qualified independent directors for the Company. The Board’s consideration of this matter included the absence of any employment relationship or voting agreement, informal or formal, between Messrs. Pendo and Savage with Symphony or Cerberus, and the fact that Mr. Pendo and Mr. Savage each met the requirements for independence under the NYSE listing standards and the rules of the SEC.
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Donald R. Chappel,
age 65
Mr. Chappel, a director of SUPERVALU since 2010, serves as Senior Vice President and Chief Financial Officer of The Williams Companies, Inc., a position he has held since April 2003, and has announced his plan to retire, targeting late 2017. Williams is one of the leading energy infrastructure companies in North America. Williams owns an approximate 74% interest in Williams Partners L.P. (“Williams Partners”), including all of the general partnership interest. Williams Partners is a large-cap master limited partnership (“MLP”) with operations across the natural gas value chain from gathering, processing and interstate transportation of natural gas and natural gas liquids to petchem production of ethylene, propylene and other olefins. Williams Partners was formerly known as Access Midstream Partners, L.P. and in February 2015 merged with another energy infrastructure MLP controlled by Williams also known as Williams Partners L.P. (“Pre-Merger Williams Partners”). Access Midstream Partners was the surviving entity in the merger and changed its name to Williams Partners L.P.
Mr. Chappel has served as a director of the general partner of Williams Partners since 2012 and as its Chief Financial Officer since December 31, 2014. Mr. Chappel served as Chief Financial Officer and a director of the general partner of Pre-Merger Williams Partners from 2005 until its merger in 2015. Mr. Chappel was Chief Financial Officer, from 2007, and a director, from 2008, of the general partner of Williams Pipeline Partners L.P., until its merger with Pre-Merger Williams Partners in 2010. Williams Pipeline Partners L.P. was an energy pipeline MLP formed and controlled by Williams. Prior to joining Williams, Mr. Chappel held various financial, administrative and operational leadership positions. Mr. Chappel is included in Institutional Investor magazine’s Best CFOs listing for 2006 to 2008 and 2010 to 2014. Among his many qualifications, Mr. Chappel brings significant experience in finance and accounting as a senior finance executive of several large public companies.
Mr. Chappel serves as a director of two non-profit organizations, The Children’s Hospital Foundation at St. Francis and Family & Children’s Services of Oklahoma.
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Irwin S. Cohen,
age 76
Mr. Cohen, a director of SUPERVALU since 2003, is a Retired Partner of Deloitte & Touche LLP, a professional services firm providing audit, tax, financial advisory and consulting services. Mr. Cohen, who joined Deloitte in 1962 and became a partner in 1972, served as the Global Managing Partner of the Consumer Products, Retail and Services Practice of Deloitte from 1997 to 2003. Mr. Cohen also founded and led Deloitte’s Consumer Products, Retail and Services Practice as it grew to serve over 100 countries in Europe, Asia Pacific and the Americas. Mr. Cohen brings considerable experience in retail and accounting as a result of his experience with Deloitte.
Mr. Cohen is also a director and chair of the Audit Committee of Stein Mart Inc., a discount fashion retailer with sales in excess of $1 billion. In addition, he currently serves or has served on the boards of several private and non-profit companies.
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Philip L. Francis,
age 70
Mr. Francis, a director of SUPERVALU since 2006, retired in 2012 from PetSmart, Inc. after serving ten years as Chief Executive Officer and two years as the Executive Chairman. PetSmart is a specialty retailer of services and solutions for pets. Prior to joining PetSmart, Mr. Francis was the President and CEO of Shaw’s Supermarkets, Inc. and Cardinal Foods. His formal education includes a Bachelor of Science degree from the University of Illinois in Agricultural Science and an MBA in Marketing and Management from Indiana University. Among his many qualifications, Mr. Francis brings significant retail industry experience, as well as experience in business strategy as a senior executive of a large public company.
Mr. Francis is a director of At Home Group Inc. He previously served as a director of PetSmart, Inc. from 1989 to 2012, and as a director of CareFusion from 2009 until it was sold in March 2015. He is active with several non-profit or service organizations that include Teach for America, Greater Phoenix Leadership (past chairman), Federal Reserve Board-Western Region Advisory Council, and TGEN—Translational Genomics Research Institute. He is a past campaign chair and board chair of Valley of the Sun United Way, and is active in UMOM (homeless) and ASU Idea Enterprise.
|
|
|
|
Mary A. Winston,
age 55
Ms. Winston, a director of SUPERVALU since April 27, 2016, is the founder and President of WinsCo Enterprises Inc., a consulting firm providing financial and board governance advisory services, and has held that position since 2016. Ms. Winston previously served from 2012 until August 2015 as Executive Vice President – Chief Financial Officer of Family Dollar Stores, Inc., a discount retailer with more than 8,300 stores and nearly $11 billion in revenues prior to its acquisition by Dollar Tree in July 2015. Before joining Family Dollar, from 2008 to 2012, Ms. Winston served as Senior Vice President and Chief Financial Officer for Giant Eagle, Inc., a regional grocery and fuel retailer. Ms. Winston was President and Founder of WinsCo Financial, LLC, a financial solutions consulting firm, from 2007 to 2008 and served as Executive Vice President and Chief Financial Officer of Scholastic Corporation, a children’s publishing and media company, from 2004 to 2007. Among her many qualifications, Ms. Winston brings corporate executive leadership experience as well as extensive financial management and leadership.
Ms. Winston has served as a director of Dover Corporation, a diversified manufacturing company, since 2005 and is the chair of its Audit Committee, as a director and a member of the Audit Committee of Domtar Corporation, a paper manufacturer and marketer, since December 2015, and as a director of Acuity Brands, Inc., a provider of indoor and outdoor lighting and energy management solutions, since April 2017. Ms. Winston previously served as a director of Plexus Corporation, an electronic manufacturing services company, from 2008 to February 2016. Ms. Winston is also a member of the board and is President of the Carolinas chapter of the National Association of Corporate Directors.
|
Cash retainer
|
|
$85,000
|
|
Lead Director retainer, if any
|
|
$25,000
|
|
Non-Executive Chairman retainer
|
|
$150,000
|
|
Corporate Governance and Nominating Committee retainer
|
|
$10,000
|
|
Audit Committee and Leadership Development and Compensation Committee retainer
|
$15,000
per committee |
|
|
Corporate Governance and Nominating Committee Chair retainer
|
|
$20,000
|
|
Audit Committee Chair and Leadership Development and Compensation Committee Chair retainer
|
$25,000
per committee |
|
|
Deferred Stock retainer
|
|
$115,000
|
|
Name
|
Fees Earned or
Paid In Cash ($) (2) |
Stock
Awards ($) (3) |
Total ($)
|
Donald R. Chappel
|
125,000
|
127,500
|
252,500
|
Irwin S. Cohen
|
125,000
|
115,000
|
240,000
|
Philip L. Francis
|
115,000
|
115,000
|
230,000
|
Eric G. Johnson
|
95,000
|
124,500
|
219,500
|
Mathew M. Pendo
|
100,000
|
115,000
|
215,000
|
Matthew E. Rubel
(1)
|
—
|
—
|
—
|
Francesca Ruiz de Luzuriaga
|
100,000
|
115,000
|
215,000
|
Wayne C. Sales
|
200,000
|
—
|
200,000
|
Frank A. Savage
|
95,000
|
124,500
|
219,500
|
Gerald L. Storch
|
235,000
|
138,500
|
373,500
|
Mary A. Winston
(1)
|
134,550
|
141,450
|
276,000
|
(1)
|
Mr. Rubel did not stand for reelection as a director when his term ended at the 2016 Annual Meeting of Stockholders on July 20, 2016. The compensation for his service was paid to him in fiscal 2016 in accordance with our historic compensation payment schedule. Ms. Winston was appointed as a director effective April 27, 2016. Ms. Winston’s annual director compensation was prorated to reflect her service from April 27, 2016 to the 2016 annual meeting and paid at the time she was appointed to the Board.
|
(2)
|
Reflects the amount of cash compensation earned in fiscal 2017 for Board and committee service. Amounts shown include any amounts deferred by the director under the Director’s Deferred Compensation Plan described above.
|
(3)
|
Includes (a) the annual deferred stock retainer for each director as described above and (b) any additional shares of common stock awarded to a director as a result of the director’s deferral of fees earned under the Director’s Deferred Compensation Plan described above. The grant date fair value of stock awards are calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Refer to Note 1—Summary of Significant Accounting Policies and Note 13—Stock-Based Awards within Part II, Item 8 of our Annual Report on Form 10-K for the fiscal year ended February 25, 2017 for our policy and assumptions made in determining the grant date fair value of stock-based awards. The amounts shown above also reflect the full grant date fair value of stock awards made during fiscal 2017. As of February 25, 2017, the last day of our fiscal year, each of our non-employee directors had shares credited to their account under the Director’s Deferred Compensation Plan trust as follows: Mr. Chappel, 278,422 shares; Mr. Cohen, 224,357 shares; Mr. Francis, 174,925 shares; Mr. Johnson, 121,773 shares; Mr. Pendo, 52,301 shares; Ms. Luzuriaga, 36,708 shares; Mr. Sales, 294,322 shares; Mr. Savage, 99,733 shares; Mr. Storch, 182,919 shares; and Ms. Winston, 28,375 shares.
|
Named Executive Officers
|
Title(s) Held During Fiscal 2017
|
Dates From Start of Fiscal 2017
|
Mark Gross
|
-President and Chief Executive Officer
|
February 28, 2016 to present
|
Bruce H. Besanko
|
-Executive Vice President, Chief Operating Officer and Chief Financial Officer
|
April 18, 2016 to present
|
|
-Executive Vice President, Chief Operating Officer
|
February 28, 2016 to April 17, 2016
|
James W. Weidenheimer
|
-Executive Vice President, Corporate Development and Chief Innovation Officer
|
April 25, 2016 to present
|
Michael C. Stigers
|
-Executive Vice President, Wholesale
|
February 28, 2016 to present
|
Rob N. Woseth
|
-Executive Vice President, Chief Strategy Officer
|
February 28, 2016 to present
|
Susan S. Grafton
|
-
Former
Senior Vice President, Finance, and Chief Accounting Officer
|
April 18, 2016 to May 20, 2017
|
|
-
Former
Executive Vice President, Chief Financial Officer
|
February 28, 2016 to April 17, 2016
|
Eric A. Claus
|
-Former
Chief Executive Officer, Save-A-Lot
|
February 28, 2016 to December 5, 2016
|
Mark L. Van Buskirk
|
-Former
Executive Vice President, Merchandising, Marketing, Retail & Pharmacy
|
February 28, 2016 to July 16, 2016
|
1.
|
Retain existing customers. We differentiated ourselves through our service levels, pricing, product offerings and growing professional services offerings. Other than stores that were closed, we retained nearly all of our Wholesale customers in fiscal 2017.
|
2.
|
Grow our business with existing customers. We increased the marketing of our fresh product offerings, such as produce, and our professional services offerings, including merchandise and promotional planning, design and administrative back-office solutions.
|
3.
|
Add new Wholesale customers. We targeted sales growth by affiliating new Wholesale customers, including larger
|
We Do
|
|
We Do Not
|
||
ü
|
Maintain a strong alignment between executive compensation and performance.
|
|
û
|
Utilize single-trigger change-of-control agreements for any employees.
|
ü
|
Directly link a significant portion of our executives’ incentive opportunities to stock price performance.
|
|
û
|
Provide for tax gross-ups associated with potential parachute excise taxes.
|
ü
|
Align executive incentives with both absolute measures of financial and stock price performance, and relative stock price performance.
|
|
û
|
Allow adjustments for option exercise prices (re-pricing) without stockholder approval, except to adjust for stock splits or similar transactions.
|
ü
|
Maintain stock ownership and retention guidelines.
|
|
û
|
Permit payment of dividends on unearned performance share units.
|
ü
|
Maintain a recoupment (or clawback) policy.
|
|
û
|
Allow directors or executive officers to pledge, engage in short sales, hedge or trade put and call options with respect to our securities.
|
ü
|
Require our NEOs to adhere to restrictive covenants upon separation from SUPERVALU, including non-compete, non-solicitation and non-disclosure obligations.
|
|
|
|
ü
|
Conduct an annual Peer Group review and competitive benchmarking to align executive compensation to market.
|
|
|
|
ü
|
Review the Committee charter annually to incorporate any new best practices or other changes deemed necessary.
|
|
|
|
ü
|
Limit the number and amount of executive perquisites.
|
|
|
|
ü
|
Use an independent compensation consultant retained by the Committee.
|
|
|
|
•
|
align our executives’ interests with our stockholders by delivering a greater percentage of variable pay as leaders reach more senior levels in the organization;
|
•
|
enhance alignment with our stockholders’ interests and executive retention through the use of multi-year vesting and stock ownership guidelines for our executives;
|
•
|
maintain an emphasis on consistent and sustainable top-line and bottom-line growth, while discouraging excessive risk-taking; and
|
•
|
provide competitive total direct compensation for leaders at all levels in our organization.
|
•
|
Base Pay:
The Committee approved a $20,000 increase in base salary for Mr. Woseth as part of an annual merit increase, his first pay increase since he was hired in 2013. Ms. Grafton’s base salary was reduced from $500,000 to $425,000 when she transitioned from Executive Vice President, Chief Financial Officer to Senior Vice President, Finance, and Chief Accounting Officer.
|
•
|
Annual Incentive Plan:
The annual incentive plan for fiscal 2017 retained its threshold performance requirement that Consolidated Adjusted EBITDA equal or exceed 95% of the target amount before any annual incentive would be paid to NEOs in fiscal 2017. In addition, the Overhead Expense Metric utilized in fiscal 2016 was broadened to an Expense Optimization metric that extended our focus on cost control to additional areas of the Company. Ms. Grafton’s bonus target percentage was reduced from 75% to 50% of base salary when she transitioned to Senior Vice President, Finance, and Chief Accounting Officer.
|
•
|
Long-Term Incentive Plan:
We enhanced our long-term incentive plan for fiscal 2017 by implementing a performance share unit (“PSU”) program with a three-year performance period and three-year cliff vesting to better align compensation opportunities to our long-term performance. The performance metrics balanced internal and external metrics with the Company’s EBITDA growth over the performance period and both absolute and relative Total Shareholder Return (“TSR”) growth.
|
•
|
Perquisites:
We made discrete changes to our perquisite policy in fiscal 2017 to allow limited personal use of the corporate aircraft by our CEO and, under certain circumstances, other employees and their respective spouses. Additional details about these changes are discussed under “—Other Benefits—Perquisites” below.
|
•
|
Project-Based Incentive Awards:
We provided cash incentive awards to certain NEOs other than the CEO in recognition of project-based accomplishments in fiscal 2017 related to the sale of Save-A-Lot and the significant new customers affiliated in our Wholesale business. Additional details on these incentive payments are discussed under “—Project-Based Bonuses” below and the award amounts are listed in the bonus column of our Summary Compensation Table.
|
•
|
Mark L. Van Buskirk:
In connection with Mr. Van Buskirk leaving the Company in July 2016 and in accordance with the terms of his severance agreement, Mr. Van Buskirk received a severance payment and was also eligible to receive a prorated portion of his fiscal 2017 annual bonus payment as detailed in “—Annual Incentive Plan” below.
|
•
|
Eric A. Claus:
In connection with the sale of Save-A-Lot on December 5, 2016, Mr. Claus, our former CEO, Save-A-Lot, ceased being an executive officer of SUPERVALU. Mr. Claus received a market aligned retention award in recognition of his significant contributions towards the successful sale of Save-A-Lot. Also, consistent with the treatment given to all equity-eligible Save-A-Lot employees, Mr. Claus received pro-rata vesting of his fiscal 2017 stock option grant. The Company has no further payment obligations to Mr. Claus.
|
•
|
Susan S. Grafton:
Following the end of fiscal 2017 and effective May 20, 2017, Ms. Grafton’s employment with the Company terminated in connection with a reorganization of certain of the Company’s administration functions, including the finance department. In connection with the termination, Ms. Grafton was entitled to severance benefits under the Company’s executive severance plan. Mr. Besanko, the Company’s Executive Vice President, Chief Operating Officer and Chief Financial Officer, also became the Company’s Chief Accounting Officer effective May 21, 2017.
|
•
|
Annual Incentive Plan:
We have revised the structure of our annual incentive plan for fiscal 2018. For fiscal 2018, all executive officers will participate under the same annual incentive plan rather than having different metrics and payouts for our business segment leaders. The plan will contain three metrics: Consolidated Adjusted EBITDA, Consolidated Sales and progress towards our business transformation. Consistent with practices among our peers, we are also resetting our performance threshold for our Consolidated Adjusted EBITDA qualifier to 85% of target. The qualifier will only apply to payouts on the Consolidated Adjusted EBITDA and Consolidated Sales metrics. We believe this change better aligns our threshold with our peers and it also takes into account the highly competitive grocery environment. Our fiscal 2018 annual incentive plan structure reflects our desire to simplify the compensation programs for our executive officers.
|
•
|
Long-Term Incentive Plan:
We have retained the use of PSUs in fiscal 2018. The PSU awards granted for fiscal 2018 are tied to relative and absolute TSR growth metrics. As we continue to transform our business, the Committee believes that it will be challenging to set reliable three-year Consolidated Adjusted EBITDA growth performance goals and, as a result, that performance metric has been eliminated for PSUs granted in fiscal 2018.
|
•
|
Other NEO Pay Changes:
In April 2017, the Committee approved, and the independent members of our Board ratified, increases to Mr. Gross’ base salary (from $1,000,000 to $1,150,000 effective April 23, 2017) and target bonus opportunity percentage (from 100% to 130% of base salary). The increases were provided in recognition of his performance in his first year as President and CEO and to more closely align his total direct compensation with market median of peer companies and the general industry. The Committee also approved modest pay changes for certain other NEOs in recognition of their contributions and market alignment.
|
•
|
Peer Group Changes:
In fiscal 2018, we have maintained our custom Peer Group, with limited modifications, and have begun using general industry data, as well as data for specific sectors such as retail and food, for the purpose of assessing pay for our NEOs. General industry and sector data provides us with more sources of data for pay comparisons.
|
Metric
|
Corporate Plan
(1)(2)
|
Wholesale Plan
(2)
|
Retail Plan
(2)
|
Consolidated Adjusted EBITDA
|
45%*
|
20%
|
20%
|
Wholesale Sales
|
35%
|
50%
|
|
Wholesale Adjusted EBITDA
|
|
20%*
|
|
Retail ID Sales
|
10%
|
|
50%
|
Retail Adjusted EBITDA
|
|
|
20%*
|
Expense Optimization
|
10%
|
10%
|
10%
|
(1)
|
Prior to the sale of Save-A-Lot and during the Pre-Sale period (as defined below), the Corporate Plan included a Save-A-Lot Network ID Sales metric utilizing a 10% weighting and the Wholesale Sales metric utilized a 25% weighting.
|
(2)
|
Mr. Stigers participated in the Wholesale Plan, Mr. Van Buskirk participated in the Retail Plan and all other NEOs receiving an annual incentive payout participated in the Corporate Plan. Mr. Claus did not receive an annual incentive payout as a result of the sale of Save-A-Lot.
|
|
Threshold
|
Target
|
Maximum
|
Result
|
Unweighted
|
Metric
|
(dollars in millions)
|
Percentage
|
|||
Consolidated Adjusted EBITDA
(1)
|
$118
|
$124
|
$131
|
$124
|
89%
|
Wholesale Sales
|
$1,705
|
$1,794
|
$1,884
|
$1,793
|
99%
|
Wholesale Adjusted EBITDA
|
$62
|
$68
|
$75
|
$77
|
200%
|
Retail ID Sales
|
-1.9%
|
0.6%
|
2.6%
|
-5.8%
|
0%
|
Retail Adjusted EBITDA
|
$59
|
$66
|
$73
|
$45
|
0%
|
Expense Optimization
(1)
|
$160
|
$153
|
$130
|
$155
|
81%
|
(1)
|
The initial targets for these metrics contained financial elements from our divested Save-A-Lot segment. As a result, adjustments to exclude Save-A-Lot EBITDA and expenses were required for the Post-Sale period. See “—Annual incentive plan metric adjustments” below for a summary of the adjustments made.
|
Bonus Plan
|
Annual Incentive Payout Percentage during
Pre-Sale Period
(1)
|
Annual Incentive Payout Percentage during
Post-Sale Period
(2)
|
Post-Sale Proration
(3)
|
Final Annual Incentive Payout
|
Corporate Plan
|
0%
|
83%
|
23%
|
19%
|
Wholesale Plan
|
0%
|
115%
|
23%
|
27%
|
Retail Plan
|
0%
|
18%
|
23%
|
4%
|
(1)
|
As calculated based on Pre-Sale targets and actual results.
|
(2)
|
As calculated based on Post-Sale targets and actual results.
|
(3)
|
Proration for the Post-Sale stub period based on 12-weeks of performance out of a 52-week fiscal year.
|
NEO
|
Base Salary
(fiscal 2017 year-end)
|
Incentive Target as % of Base Salary
|
Incentive Target in Dollars
|
Payout Percentage
|
Payment Earned
|
Mark Gross
|
$1,000,000
|
100%
|
$1,000,000
|
19%
|
$191,072
|
Bruce H. Besanko
|
$750,000
|
100%
|
$750,000
|
19%
|
$143,304
|
James W. Weidenheimer
(1)
|
$575,000
|
63%
|
$364,904
|
19%
|
$69,723
|
Mike C. Stigers
|
$475,000
|
75%
|
$356,250
|
27%
|
$94,725
|
Rob N. Woseth
(2)
|
$420,000
|
74%
|
$310,962
|
19%
|
$59,416
|
Susan S. Grafton
(3)
|
$425,000
|
59%
|
$251,202
|
19%
|
$47,998
|
Eric A. Claus
(4)
|
$653,846
|
100%
|
$653,846
|
0%
|
$0
|
Mark L. Van Buskirk
(5)
|
$230,769
|
75%
|
$173,077
|
4%
|
$7,146
|
(1)
|
Mr. Weidenheimer was hired on April 25, 2016. His incentive target, 75% of base salary, was prorated from his date of hire.
|
(2)
|
Mr. Woseth’s incentive target remained at 75% and he received a base salary increase effective June 5, 2016.
|
(3)
|
Ms. Grafton’s base salary decreased from $500,000 to $425,000 and her incentive target was adjusted from 75% to 50% as a part of her transition to her role of Senior Vice President, Finance, and Chief Accounting Officer on April 18, 2016.
|
(4)
|
Mr. Claus left the Company on December 5, 2016 as a part of the sale of our Save-A-Lot business and his base salary has been adjusted to reflect this departure before the end of fiscal 2017. He did not receive a payout associated with his annual incentive plan for fiscal 2017.
|
(5)
|
Mr. Van Buskirk left the Company on July 16, 2016. His base salary has been adjusted to reflect this departure before the end of fiscal 2017.
|
|
Consolidated Adjusted EBITDA
|
Expense Optimization
|
(dollars in millions)
|
||
Original Target
|
$181
|
$231
|
Save-A-Lot Segment Element and Discontinued Operations Adjustments
|
($57)
|
($78)
|
Adjusted Target
|
$124
|
$153
|
NEO
|
Total Fiscal 2017
LTI Target Value
(1)
|
PSUs
|
Stock Options
|
RSUs
|
(in shares)
|
||||
Mark Gross
(2)
|
$3,000,000
|
531,914
|
0
|
0
|
Bruce H. Besanko
|
$1,400,000
|
124,114
|
131,137
|
62,057
|
James W. Weidenheimer
(3)
|
$625,000
|
55,408
|
58,543
|
27,704
|
Michael C. Stigers
|
$625,000
|
55,408
|
58,543
|
27,704
|
Rob N. Woseth
|
$675,000
|
59,840
|
63,227
|
29,920
|
Susan S. Grafton
(3)
|
$450,000
|
39,894
|
42,151
|
19,947
|
Eric A. Claus
(4)
|
$1,700,000
|
150,710
|
159,238
|
75,355
|
Mark L. Van Buskirk
(5)
|
$600,000
|
53,192
|
56,202
|
26,596
|
(1)
|
The award values in this table differ slightly from the grant date fair market value of awards reported in the Summary Compensation and Grants of Plan-Based Awards for Fiscal 2017 tables, which reflect the full aggregate grant date fair value of PSU awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”). The PSU award values in this table are the grant date values awarded by the Committee, based on their target LTI value and the closing stock price on the date of the grant.
|
(2)
|
Pursuant to his employment agreement, Mr. Gross was awarded 100% PSUs for his fiscal 2017 long-term incentive grant.
|
(3)
|
The total fiscal 2017 LTI target value for each of Mr. Weidenheimer and Ms. Grafton does not include their make-whole awards granted in connection with their hiring. The make-whole awards are described in the “Grants of Plan-Based Awards for Fiscal 2017” table under “Executive Compensation” below.
|
(4)
|
As part of the sale of Save-A-Lot and Mr. Claus no longer being employed by the Company, a prorated portion of Mr. Claus’s stock option grant was accelerated on January 10, 2017 such that 32,781 shares vested and 126,457 shares were forfeited. His entire PSU and RSU awards were forfeited.
|
(5)
|
The entirety of Mr. Van Buskirk’s 2017 LTI award was forfeited when he left the Company in July 2016.
|
Metric
|
Threshold
(3)
|
Target
|
Maximum
|
TSR Growth Payout
(1)
(50% weighting)
|
25%
|
100%
|
200%
|
EBITDA Growth Payout
(1)
(50% weighting)
|
25%
|
100%
|
200%
|
Relative TSR Modifier
(2)
|
25
th
percentile (or lower)
|
50
th
percentile
|
75
th
percentile (or higher)
|
EBITDA Growth payout adjustment
|
Down 20%
|
None
|
Up 20%
|
Position
|
Multiple of Base Salary
|
Chief Executive Officer
|
5 times
|
Chief Financial Officer
|
4 times
|
Executive Vice Presidents
|
3 times
|
Corporate Senior Vice Presidents & Business Unit Presidents
|
1 times
|
•
|
all amounts paid under the annual incentive plan, including any discretionary amounts, that were paid with respect to any fiscal year that is restated; and
|
•
|
all awards under the long-term incentive program, the 2007 Stock Plan, the 2012 Stock Plan or any preceding or successor plans that were issued or paid with respect to any fiscal year that is restated.
|
|
Respectfully submitted,
|
|
|
|
Donald R. Chappel, Chairperson
Mathew M. Pendo
Mary A. Winston
|
Name and Principal Position
|
Year
|
Salary
($) (1) |
|
Bonus
($) (2) |
|
Stock
Awards ($) (3) |
|
Option
Awards ($) (4) |
|
Non-Equity
Incentive Plan Compensation ($) (5) |
|
Change in Pension Value and Non-Qualified Deferred Compensation Earnings
($) (6) |
|
All Other
Compensation ($) (7) |
|
Total
($) |
Mark Gross
|
2017
|
1,000,000
|
|
—
|
|
3,534,569
|
|
—
|
|
191,072
|
|
—
|
|
20,166
|
|
4,745,807
|
President and Chief
|
2016
|
61,538
|
|
300,000
|
|
—
|
|
3,374,995
|
|
—
|
|
—
|
|
64,084
|
|
3,800,617
|
Executive Officer
|
|
|
|
|
|
|
|
|
|
|||||||
Bruce H. Besanko
|
2017
|
750,000
|
|
155,000
|
|
1,174,739
|
|
349,965
|
|
143,304
|
|
—
|
|
46,614
|
|
2,619,622
|
Executive Vice President,
|
2016
|
705,289
|
|
—
|
|
600,004
|
|
590,953
|
|
405,012
|
|
—
|
|
161,671
|
|
2,462,929
|
Chief Operating Officer
|
2015
|
687,981
|
|
—
|
|
309,998
|
|
749,912
|
|
654,485
|
|
—
|
|
12,445
|
|
2,414,821
|
and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|||||||
James W. Weidenheimer
|
2017
|
486,538
|
|
475,000
|
|
659,436
|
|
156,234
|
|
69,723
|
|
—
|
|
20,405
|
|
1,867,336
|
Executive Vice President,
|
|
|
|
|
|
|
|
|
|
|||||||
Corporate Development and
|
|
|
|
|
|
|
|
|
|
|||||||
Chief Innovation Officer
|
|
|
|
|
|
|
|
|
|
|||||||
Michael C. Stigers
|
2017
|
475,000
|
|
85,000
|
|
524,437
|
|
156,234
|
|
94,725
|
|
480
|
|
17,418
|
|
1,353,294
|
Executive Vice President,
|
|
|
|
|
|
|
|
|
|
|||||||
Wholesale
|
|
|
|
|
|
|
|
|
|
|||||||
Rob N. Woseth
|
2017
|
414,615
|
|
110,000
|
|
566,386
|
|
168,734
|
|
59,416
|
|
456
|
|
1,895
|
|
1,321,502
|
Executive Vice President,
|
|
|
|
|
|
|
|
|
|
|||||||
Chief Strategy Officer
|
|
|
|
|
|
|
|
|
|
|||||||
Susan S. Grafton
|
2017
|
435,673
|
|
15,000
|
|
440,099
|
|
199,979
|
|
47,998
|
|
—
|
|
1,488
|
|
1,140,237
|
Former
Senior Vice
|
2016
|
440,385
|
|
250,000
|
|
287,495
|
|
312,450
|
|
155,434
|
|
—
|
|
1,510
|
|
1,447,274
|
President, Finance, and
|
|
|
|
|
|
|
|
|
|
|||||||
Chief Accounting Officer
(8)
|
|
|
|
|
|
|
|
|
|
|||||||
Eric A. Claus
|
2017
|
653,846
|
|
1,250,000
|
|
1,426,470
|
|
424,958
|
|
—
|
|
—
|
|
60,872
|
|
3,816,146
|
Former
Chief Executive
|
|
|
|
|
|
|
|
|
|
|||||||
Officer, Save-A-Lot
(9)
|
|
|
|
|
|
|
|
|
|
|||||||
Mark L. Van Buskirk
|
2017
|
230,769
|
|
—
|
|
503,462
|
|
149,986
|
|
7,146
|
|
991
|
|
1,310,728
|
|
2,203,082
|
Former
Executive Vice
|
2016
|
600,000
|
|
—
|
|
300,003
|
|
299,955
|
|
219,204
|
|
—
|
|
30,822
|
|
1,449,984
|
President, Merchandising,
|
|
|
|
|
|
|
|
|
|
|||||||
Marketing, Retail & Pharmacy
|
|
|
|
|
|
|
|
|
|
(1)
|
Amounts shown are not reduced to reflect an NEO’s election, if any, to defer receipt of salary under the Executive Deferred Compensation Plan described below. In fiscal 2015, amounts are based on a 53-week fiscal year.
|
(2)
|
Amounts for fiscal 2017 include a signing bonus of $365,000 paid to Mr. Weidenheimer in connection with his hire on April 25, 2016, and a bonus of $25,000 paid to Mr. Woseth for serving as interim CFO of Save-A-Lot for a portion of fiscal 2017. The other amounts paid to Messrs. Besanko, Weidenheimer, Stigers, Woseth and Claus and Ms. Grafton reflect bonuses paid during the fiscal year in recognition of project-based accomplishments in fiscal 2017 related to the sale of Save-A-Lot and the significant new customers affiliated in our Wholesale business.
|
(3)
|
The amounts shown in this column reflect the full aggregate grant date fair value calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”), excluding the effect of estimated forfeitures for: (a) fiscal 2017, 2016 and 2015 for restricted stock awards, (b) fiscal 2017 for both restricted stock units and performance share units, and (c) fiscal 2016 for both cash-settled and stock-settled restricted stock units. Details of the 2017 grants are provided in the Grants of Plan-Based Awards table below. In accordance with FASB ASC 718, the grant date fair value for the restricted stock and the restricted stock units equals the closing stock price on the date of grant. For the performance share units granted in fiscal 2017, the grant date fair value is calculated using the Monte Carlo simulation value based on the probable satisfaction of the performance conditions for such awards. Refer to Note 1—Summary of Significant Accounting Policies and Note 13—Stock-Based
|
(4)
|
The amounts shown in this column reflect the full aggregate grant date fair value of option awards granted in fiscal years 2017, 2016 and 2015 calculated in accordance with FASB ASC 718, excluding the effect of estimated forfeitures. Refer to Note 1—Summary of Significant Accounting Policies and Note 13—Stock-Based Awards within Part II, Item 8 of our Annual Report on Form 10-K for the fiscal year ended February 25, 2017 for our policy and assumptions made in determining the grant date fair value of option awards. Note that the amounts reported in this column do not necessarily correspond to the actual economic value that will be received by our NEOs from the options.
|
(5)
|
Non-equity incentive plan compensation for fiscal 2017, 2016 and 2015 represents the amounts earned in recognition of the achievement of performance goals under our annual incentive plan.
|
(6)
|
This column represents both changes in pension value for our NEOs and above-market interest earnings on deferred compensation. In fiscal 2017, no NEOs were eligible for pension benefits. For fiscal 2017, the amounts in this column represent the above-market interest earnings on deferred compensation.
|
(7)
|
The following components comprise the amounts of “All Other Compensation” for our NEOs for fiscal 2017:
|
Name
|
Health Savings Account Employer Contributions ($)
|
Life Insurance ($)
(a)
|
Aircraft ($)
(b)
|
New Hire Benefits ($)
(c)
|
Termination Benefits ($)
(d)
|
Deferred Comp Company Match ($)
(e)
|
Total ($)
|
Mark Gross
|
744
|
1,120
|
9,868
|
8,434
|
—
|
—
|
20,166
|
Bruce H. Besanko
|
—
|
1,008
|
—
|
—
|
—
|
45,606
|
46,614
|
James W. Weidenheimer
|
—
|
515
|
—
|
19,890
|
—
|
—
|
20,405
|
Michael C. Stigers
|
—
|
638
|
—
|
—
|
—
|
16,780
|
17,418
|
Rob N. Woseth
|
900
|
564
|
—
|
—
|
—
|
431
|
1,895
|
Susan S. Grafton
|
900
|
588
|
—
|
—
|
—
|
—
|
1,488
|
Eric A. Claus
|
—
|
857
|
—
|
60,015
|
—
|
—
|
60,872
|
Mark L. Van Buskirk
|
346
|
302
|
—
|
—
|
1,307,599
|
2,481
|
1,310,728
|
(a)
|
Represents premiums paid for current employee life insurance coverage under the group term life policy maintained by the Company for the benefit of the NEO.
|
(b)
|
For Mr. Gross, this amount is associated with his personal use of the Company aircraft in conjunction with business travel. We calculate the incremental cost to the Company of any personal use of the corporate aircraft based on the cost of fuel, trip-related maintenance, crew travel expenses, on-board catering, landing fees, trip-related hangar and parking costs and other variable costs. Because the corporate aircraft is primarily for business travel, we do not include the fixed costs that do not change based on usage, such as pilots’ salaries, the purchase cost of the corporate aircraft and the cost of maintenance not related to trips. No tax indemnification is provided by the Company relating to personal use of the aircraft. Mr. Weidenheimer had limited personal use of the Company aircraft under our aircraft use policy for which there was no aggregate incremental cost.
|
(c)
|
For Mr. Gross, this amount represents $5,600 for relocation benefits under the Company’s relocation program, as well as $2,834 in tax indemnification payments related to those relocation benefits. For Mr. Weidenheimer, this amount represents $12,600 for relocation benefits under the Company’s relocation program, as well as $7,290 in tax indemnification payments related to those relocation benefits. For Mr. Claus, this amount represents $40,000 for relocation benefits, as well as $20,015 in tax indemnification payments related to those relocation benefits.
|
(d)
|
For Mr. Van Buskirk, this amount represents $58,615 for accrued vacation, $1,243,532 paid under his executive severance agreement in connection with his termination of employment on July 16, 2016, and $5,452 for COBRA reimbursement.
|
(e)
|
For fiscal 2017, this includes contributions accrued for the Company’s deferred compensation plan participants as a Company match.
|
(8)
|
Ms. Grafton’s employment with the Company terminated in fiscal 2018 effective May 20, 2017.
|
(9)
|
Mr. Claus’s employment with the Company terminated effective December 5, 2017 with the sale of Save-A-Lot. The $1,250,000 bonus represents an award granted in recognition of his significant contributions towards the successful sale of Save-A-Lot.
|
Name
|
Grant
Date
|
Approval
Date
|
Estimated Possible Payouts under
Non-Equity Incentive Plan Awards (1) |
Estimated Future Payouts under Equity Incentive Plan Awards
(2)
|
All Other Stock Awards:
Number of Shares of Stock or Units (#) |
All Other Option Awards:
Number of Securities
Underlying Options (#)
|
Exercise or Base
Price of Option Awards
($/Share)
|
Grant Date Fair Value
of Stock and Option
Awards ($)
|
||||||
Threshold ($)
|
Target ($)
|
Max ($)
|
Threshold (#)
|
Target (#)
|
Max (#)
|
|||||||||
Mark Gross
|
|
|
250,000
|
1,000,000
|
2,000,000
|
|
|
|
|
|
|
|
|
|
4/28/16
|
4/21/16
|
|
|
|
132,978
|
531,914
|
1,170,211
|
|
|
|
|
|
3,534,569
|
|
Bruce H. Besanko
|
|
|
187,500
|
750,000
|
1,500,000
|
|
|
|
|
|
|
|
|
|
4/28/16
|
4/21/16
|
|
|
|
31,028
|
124,114
|
273,051
|
|
|
|
|
|
824,738
|
|
4/28/16
|
4/21/16
|
|
|
|
|
|
|
62,057
|
(3)
|
|
|
|
350,001
|
|
4/28/16
|
4/21/16
|
|
|
|
|
|
|
|
|
131,137
|
5.64
|
(4)
|
349,965
|
|
James W. Weidenheimer
|
|
|
91,226
|
364,904
|
729,808
|
|
|
|
|
|
|
|
|
|
4/28/16
|
4/21/16
|
|
|
|
13,852
|
55,408
|
121,898
|
|
|
|
|
|
368,186
|
|
4/28/16
|
4/21/16
|
|
|
|
|
|
|
27,704
|
(3)
|
|
|
|
156,251
|
|
4/28/16
|
4/21/16
|
|
|
|
|
|
|
23,936
|
(5)
|
|
|
|
134,999
|
|
4/28/16
|
4/21/16
|
|
|
|
|
|
|
|
|
58,543
|
5.64
|
(4)
|
156,234
|
|
Michael C. Stigers
|
|
|
89,063
|
356,250
|
712,500
|
|
|
|
|
|
|
|
|
|
4/28/16
|
4/21/16
|
|
|
|
13,852
|
55,408
|
121,898
|
|
|
|
|
|
368,186
|
|
4/28/16
|
4/21/16
|
|
|
|
|
|
|
27,704
|
(3)
|
|
|
|
156,251
|
|
4/28/16
|
4/21/16
|
|
|
|
|
|
|
|
|
58,543
|
5.64
|
(4)
|
156,234
|
|
Rob N. Woseth
|
|
|
77,741
|
310,962
|
621,924
|
|
|
|
|
|
|
|
|
|
4/28/16
|
4/21/16
|
|
|
|
14,960
|
59,840
|
131,648
|
|
|
|
|
|
397,637
|
|
4/28/16
|
4/21/16
|
|
|
|
|
|
|
29,920
|
(3)
|
|
|
|
168,749
|
|
4/28/16
|
4/21/16
|
|
|
|
|
|
|
|
|
63,227
|
5.64
|
(4)
|
168,734
|
|
Susan S. Grafton
|
|
|
62,801
|
251,202
|
502,404
|
|
|
|
|
|
|
|
|
|
4/28/16
|
4/21/16
|
|
|
|
9,974
|
39,894
|
87,767
|
|
|
|
|
|
265,096
|
|
4/28/16
|
4/21/16
|
|
|
|
|
|
|
11,082
|
(6)
|
|
|
|
62,502
|
|
4/28/16
|
4/21/16
|
|
|
|
|
|
|
19,947
|
(3)
|
|
|
|
112,501
|
|
4/28/16
|
4/21/16
|
|
|
|
|
|
|
|
|
32,784
|
5.64
|
(6)
|
87,491
|
|
4/28/16
|
4/21/16
|
|
|
|
|
|
|
|
|
42,151
|
5.64
|
(4)
|
112,488
|
|
Eric A. Claus
|
|
|
163,462
|
653,846
|
1,307,692
|
|
|
|
|
|
|
|
|
|
4/28/16
|
4/21/16
|
|
|
|
37,678
|
150,710
|
331,562
|
|
|
|
|
|
1,001,468
|
|
4/28/16
|
4/21/16
|
|
|
|
|
|
|
75,355
|
(3)
|
|
|
|
425,002
|
|
4/28/16
|
4/21/16
|
|
|
|
|
|
|
|
|
159,238
|
5.64
|
(4)
|
424,958
|
|
Mark L. Van Buskirk
|
|
|
43,269
|
173,077
|
346,154
|
|
|
|
|
|
|
|
|
|
4/28/16
|
4/21/16
|
|
|
|
13,298
|
53,192
|
117,022
|
|
|
|
|
|
353,461
|
|
4/28/16
|
4/21/16
|
|
|
|
|
|
|
26,596
|
(3)
|
|
|
|
150,001
|
|
4/28/16
|
4/21/16
|
|
|
|
|
|
|
|
|
56,202
|
5.64
|
(4)
|
149,986
|
(1)
|
Represents range of possible payouts under our annual incentive plan. The actual amount of the award earned for fiscal 2017 is presented in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. Annual incentive awards are performance-based, and are only paid if certain minimum performance criteria are met. The threshold amount represents the minimum payout that will be earned, if the minimum performance criteria for each metric are met. The threshold amount represents a payout of 25% of the participant’s annual target award and the maximum amount reflects a payout of 200% of such target award. The threshold, target and maximum amounts have been prorated for any NEO who was hired during fiscal 2017 or had an adjustment to his or her base salary or annual incentive target during fiscal 2017. The annual incentive plan and these pro-rations are described above in “CD&A—Total Direct Compensation for our Executive Officers—Annual Incentive Plan.”
|
(2)
|
Represents range of possible payouts under our fiscal 2017 long-term incentive PSU awards granted under our 2012 Stock Plan. The PSU awards are performance-based, are paid only if certain minimum performance criteria are met, settle in stock, and vest on the third anniversary of the grant date. The PSU awards were designed to reward the achievement of two equally weighted goals of Absolute TSR and EBITDA Growth (with a Relative TSR modifier) over a three-year performance period. The performance metrics and methodology for calculating payments are described above in “CD&A—Total Direct Compensation for our Executive Officers—Long-Term Incentives and Other Stock-Based Awards.” The threshold amount represents the minimum payout that will be earned, if the minimum performance criteria for each metric are met. The threshold amount represents a payout of 25% of the participant’s target award and the maximum amount reflects a payout of 220% of such target award, assuming payout at 200% of the target plus the maximum adjustment under the Relative TSR modifier.
|
(3)
|
Represents a stock-settled restricted stock unit granted under our 2012 Stock Plan. The award vests with respect to 34 percent, 33 percent and 33 percent on each of the first, second and third anniversaries of the grant date.
|
(4)
|
Represents options granted under our 2012 Stock Plan. The options vest with respect to 34 percent, 33 percent and 33 percent on each of the first, second and third anniversaries of the grant date.
|
(5)
|
Mr. Weidenheimer’s restricted stock unit award was granted under our 2012 Stock Plan in connection with his commencement of employment as a make-whole award. This award vests 50 percent on each of the first two anniversaries of the grant date.
|
(6)
|
Ms. Grafton’s restricted stock and option awards were granted under our 2012 Stock Plan and represent the third and final portion of her make-whole award granted in connection with her hire. These awards vest 50 percent on the first two anniversaries of the grant date.
|
|
Option Awards
|
|
Stock Awards
|
||||||||||
Name
|
Number of Securities
Underlying Unexercised Options (#) Exercisable |
Number of Securities
Underlying Unexercised Options (#) Unexercisable |
Option
Exercise Price ($) |
Option
Expiration Date |
|
Number of Shares or
Units of Stock Held
that have not Vested (#)
|
Market Value of Shares or
Units of Stock that have not Vested ($) (26) |
Equity Incentive Plan Awards: Number
of Unearned Shares, Units or Other
Rights that have not Vested (#)
|
Equity Incentive Plan Awards: Market or
Payout Value of Unearned Shares, Units
or Other Rights that have not Vested ($)
(26)
|
||||
Mark Gross
|
552,559
|
(1)
|
1,072,613
|
(1)
|
$4.25
|
2/5/2026
|
|
|
|
|
66,489
|
(2)
|
260,637
|
|
|
|
|
|
|
|
|
|
|
|
66,489
|
(3)
|
260,637
|
Totals:
|
552,559
|
|
1,072,613
|
|
|
|
|
|
|
|
132,978
|
|
521,274
|
Bruce H. Besanko
|
|
|
131,137
|
(4)
|
$5.64
|
4/28/2026
|
|
62,057
|
(10)
|
243,263
|
15,514
|
(2)
|
60,815
|
|
10,767
|
(5)
|
20,898
|
(5)
|
$6.58
|
10/23/2025
|
|
10,030
|
(11)
|
39,318
|
15,514
|
(3)
|
60,815
|
|
44,320
|
(6)
|
86,031
|
(6)
|
$8.79
|
4/30/2025
|
|
37,542
|
(12)
|
147,165
|
|
|
|
|
148,296
|
(7)
|
73,041
|
(7)
|
$7.50
|
5/16/2024
|
|
10,999
|
(13)
|
43,116
|
|
|
|
|
225,000
|
(8)
|
|
|
$7.76
|
8/7/2023
|
|
|
|
|
|
|
|
|
154,275
|
(9)
|
|
|
$7.76
|
8/7/2023
|
|
|
|
|
|
|
|
Totals:
|
582,658
|
|
311,107
|
|
|
|
|
120,628
|
|
472,862
|
31,028
|
|
121,630
|
James W. Weidenheimer
|
|
|
58,543
|
(4)
|
$5.64
|
4/28/2026
|
|
27,704
|
(10)
|
108,600
|
6,926
|
(2)
|
27,150
|
|
|
|
|
|
|
|
|
23,936
|
(14)
|
93,829
|
6,926
|
(3)
|
27,150
|
Totals:
|
|
|
58,543
|
|
|
|
|
51,640
|
|
202,429
|
13,852
|
|
54,300
|
Michael C. Stigers
|
|
|
58,543
|
(4)
|
$5.64
|
4/28/2026
|
|
27,704
|
(10)
|
108,600
|
6,926
|
(2)
|
27,150
|
|
17,728
|
(6)
|
34,413
|
(6)
|
$8.79
|
4/30/2025
|
|
15,016
|
(12)
|
58,863
|
6,926
|
(3)
|
27,150
|
|
66,734
|
(7)
|
32,868
|
(7)
|
$7.50
|
5/16/2024
|
|
4,950
|
(13)
|
19,404
|
|
|
|
|
124,484
|
(15)
|
|
|
$6.49
|
5/7/2023
|
|
|
|
|
|
|
|
|
44,700
|
(16)
|
|
|
$2.28
|
7/17/2022
|
|
|
|
|
|
|
|
Totals:
|
253,646
|
|
125,824
|
|
|
|
|
47,670
|
|
186,866
|
13,852
|
|
54,300
|
Rob N. Woseth
|
|
|
63,227
|
(4)
|
$5.64
|
4/28/2026
|
|
29,920
|
(10)
|
117,286
|
7,480
|
(2)
|
29,322
|
|
29,916
|
(6)
|
58,071
|
(6)
|
$8.79
|
4/30/2025
|
|
25,341
|
(12)
|
99,337
|
7,480
|
(3)
|
29,322
|
|
100,100
|
(7)
|
49,302
|
(7)
|
$7.50
|
5/16/2024
|
|
7,425
|
(13)
|
29,106
|
|
|
|
|
50,000
|
(15)
|
|
|
$6.49
|
5/7/2023
|
|
|
|
|
|
|
|
|
186,726
|
(15)
|
|
|
$6.49
|
5/7/2023
|
|
|
|
|
|
|
|
Totals:
|
366,742
|
|
170,600
|
|
|
|
|
62,686
|
|
245,729
|
14,960
|
|
58,643
|
Susan S. Grafton
(17)
|
|
|
32,784
|
(18)
|
$5.64
|
4/28/2026
|
|
19,947
|
(10)
|
78,192
|
4,987
|
(2)
|
19,549
|
|
|
|
42,151
|
(4)
|
$5.64
|
4/28/2026
|
|
11,082
|
(21)
|
43,441
|
4,987
|
(3)
|
19,549
|
|
11,406
|
(19)
|
11,405
|
(19)
|
$8.79
|
4/30/2025
|
|
3,555
|
(22)
|
13,936
|
|
|
|
|
19,944
|
(6)
|
38,714
|
(6)
|
$8.79
|
4/30/2025
|
|
16,894
|
(12)
|
66,224
|
|
|
|
|
66,734
|
(7)
|
32,868
|
(7)
|
$7.50
|
5/16/2024
|
|
4,950
|
(13)
|
19,404
|
|
|
|
|
35,813
|
(20)
|
17,638
|
(20)
|
$7.11
|
4/25/2024
|
|
5,801
|
(23)
|
22,740
|
|
|
|
Totals:
|
133,897
|
|
175,560
|
|
|
|
|
62,229
|
|
243,938
|
9,974
|
|
39,098
|
Eric A. Claus
|
32,781
|
(24)
|
|
|
$5.64
|
12/5/2020
|
|
|
|
|
|
|
|
Totals:
|
32,781
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark L. Van Buskirk
|
26,592
|
(25)
|
|
|
$8.79
|
7/15/2017
|
|
|
|
|
|
|
|
|
74,148
|
(25)
|
|
|
$7.50
|
7/15/2017
|
|
|
|
|
|
|
|
|
138,315
|
(25)
|
|
|
$6.49
|
7/15/2017
|
|
|
|
|
|
|
|
Totals:
|
239,055
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
This non-qualified stock option vests 34 percent, 33 percent and 33 percent on each anniversary of the grant date, with vesting dates of February 5, 2017, February 5, 2018 and February 5, 2019.
|
(2)
|
Represents performance share units (PSUs) that were granted on April 28, 2016. The PSUs cliff vest on the third anniversary of the grant date, subject to the achievement of our Absolute TSR metric. In calculating the number of PSUs and their value, we are required by SEC rules to use the number of PSUs that have not vested and not been earned, based on achieving threshold performance goals.
|
(3)
|
Represents PSUs that were granted on April 28, 2016. The PSUs cliff vest on the third anniversary of the grant date, subject to the achievement of our EBITDA Growth metric. In calculating the number of PSUs and their value, we are required by SEC rules to use the number of units that have not vested and not been earned, based on achieving threshold performance goals. No PSUs were earned by our NEOs in fiscal 2017.
|
(4)
|
This non-qualified stock option vests 34 percent, 33 percent and 33 percent on each anniversary of the grant date, with vesting dates of April 28, 2017, April 28, 2018 and April 28, 2019.
|
(5)
|
This non-qualified stock option vests 34 percent, 33 percent and 33 percent on each anniversary of the grant date, with vesting dates of October 23, 2016, October 23, 2017 and October 23, 2018.
|
(6)
|
This non-qualified stock option vests 34 percent, 33 percent and 33 percent on each anniversary of the grant date, with vesting dates of April 30, 2016, April 30, 2017 and April 30, 2018.
|
(7)
|
This non-qualified stock option vests 34 percent, 33 percent and 33 percent on each anniversary of the grant date, with vesting dates of May 16, 2015, May 16, 2016 and May 16, 2017.
|
(8)
|
This non-qualified stock option vests 34 percent, 33 percent and 33 percent on each anniversary of the grant date, with vesting dates of August 7, 2014, August 7, 2015 and August 7, 2016.
|
(9)
|
This non-qualified stock option vests in three equal installments per year, with vesting dates of August 7, 2014, August 7, 2015 and August 7, 2016.
|
(10)
|
Represents a stock-settled restricted stock unit that vests 34 percent, 33 percent and 33 percent on each anniversary of the grant date, with vesting dates of April 28, 2017, April 28, 2018 and April 29, 2019.
|
(11)
|
Represents a restricted stock award granted in connection with the promotion of Mr. Besanko to Executive Vice President, Chief Operating Officer. The award vests in three equal installments per year, with vesting dates on October 23, 2016, October 23, 2017 and October 23, 2018.
|
(12)
|
Represents a restricted stock award that vests 34 percent, 33 percent and 33 percent on each anniversary of the grant date, with vesting dates of April 30, 2016, April 30, 2017 and April 30, 2018.
|
(13)
|
Represents a stock-settled restricted stock unit that vests 34 percent, 33 percent and 33 percent on each anniversary of the grant date, with vesting dates of May 16, 2015, May 16, 2016 and May 16, 2017.
|
(14)
|
Represents a stock-settled restricted stock unit granted in connection with the hiring of Mr. Weidenheimer. The award vests 50 percent on each anniversary of the grant date, with vesting dates of April 28, 2017 and April 28, 2018.
|
(15)
|
This non-qualified stock option vests 34 percent, 33 percent and 33 percent on each anniversary of the grant date, with vesting dates of May 7, 2014, May 7, 2015 and May 7, 2016.
|
(16)
|
This non-qualified stock option vests in three equal installments per year, with vesting dates of July 17, 2013, July 17, 2014 and July 17, 2015.
|
(17)
|
Ms. Grafton’s employment terminated on May 20, 2017. Her unvested equity awards will forfeit and her unvested stock options will expire on May 20, 2018.
|
(18)
|
This non-qualified stock option vests 50 percent on each anniversary of the grant date, with vesting dates of April 28, 2017 and April 28, 2018.
|
(19)
|
This non-qualified stock option vests 50 percent on each anniversary of the grant date, with vesting dates of April 30, 2016 and April 30, 2017.
|
(20)
|
This non-qualified stock option vests 34 percent, 33 percent and 33 percent on each anniversary of the grant date, with vesting dates of April 25, 2015, April 25, 2016 and April 25, 2017.
|
(21)
|
Represents the third and final portion of a restricted stock award granted in connection with the hiring of Ms. Grafton. The award vests 50 percent on each anniversary of the grant date, with vesting dates on April 28, 2017 and April 28, 2018.
|
(22)
|
Represents the second portion of a restricted stock award granted in connection with the hiring of Ms. Grafton. The award vests 50 percent on each anniversary of the grant date, with vesting dates on April 30, 2016 and April 30, 2017.
|
(23)
|
Represents a restricted stock award granted in connection with the hiring of Ms. Grafton. The award vests 34 percent, 33 percent, 33 percent on each anniversary of the grant date, with vesting dates on April 25, 2015, April 25, 2016 and April 25, 2017.
|
(24)
|
Mr. Claus’s employment terminated on December 5, 2016. His unvested stock options were prorated and will expire on December 5, 2020. His unvested equity awards, other than stock options, were forfeited as of December 5, 2016.
|
(25)
|
Mr. Van Buskirk’s employment terminated on July 15, 2016. His unvested equity awards forfeited and his unvested stock options will expire on July 15, 2017.
|
(26)
|
The amounts shown in this column are calculated using a per share value of $3.92, the closing market price of a share of our common stock on the NYSE on February 24, 2017 (the last trading day of our 2017 fiscal year).
|
|
Option Awards
|
|
Stock Awards
|
||
Name
|
Number of
Shares Acquired on Exercise (#) (1) |
Value Realized
on Exercise ($) (1) |
|
Number of
Shares Acquired on Vesting (#) |
Value Realized
on Vesting ($) (2) |
Mark Gross
|
—
|
—
|
|
—
|
—
|
Bruce H. Besanko
|
—
|
—
|
|
110,509
|
536,541
|
James W. Weidenheimer
|
—
|
—
|
|
—
|
—
|
Michael C. Stigers
|
—
|
—
|
|
12,687
|
62,430
|
Rob N. Woseth
|
—
|
—
|
|
20,480
|
100,935
|
Susan S. Grafton
|
—
|
—
|
|
23,010
|
115,051
|
Eric A. Claus
|
—
|
—
|
|
—
|
—
|
Mark L. Van Buskirk
|
—
|
—
|
|
17,105
|
84,498
|
(1)
|
There were no options exercised by our NEOs in fiscal 2017.
|
(2)
|
Amounts reflect the market value of the Company’s common stock on the day the stock vested, determined by multiplying the number of shares acquired on vesting by the closing sales price for the Company’s common stock on the NYSE on the vesting date.
|
Name
|
Executive
Contributions in Last Fiscal Year ($) |
Company
Contributions in Last Fiscal Year ($) |
Aggregate
Earnings in Last Fiscal Year($) (1) |
Aggregate
Withdrawals/ Distributions ($) |
Aggregate
Balance at Last Fiscal Year End ($) |
Mark Gross
|
—
|
—
|
—
|
—
|
—
|
Bruce H. Besanko
|
38,798
|
45,606
|
1,208
|
—
|
91,537
|
James W. Weidenheimer
|
—
|
—
|
—
|
—
|
—
|
Michael C. Stigers
|
95,106
|
16,780
|
8,212
|
—
|
243,153
|
Rob N. Woseth
|
8,614
|
431
|
2,374
|
—
|
60,316
|
Susan S. Grafton
|
—
|
—
|
—
|
—
|
—
|
Eric A. Claus
|
—
|
—
|
—
|
—
|
—
|
Mark L. Van Buskirk
|
49,613
|
2,481
|
6,194
|
—
|
163,616
|
(1)
|
Earnings for the current and inactive plans are determined based on a combination of a fixed percentage rate as well as variable interest rate methodologies based on current account balances.
|
Plan Provision
|
|
Description
|
Severance Triggers
|
•
|
Involuntary termination without “cause” as defined below, subject to certain exclusions.
|
•
|
“Cause” is defined as continued failure to perform duties, conviction of a felony, conduct materially and demonstrably injurious to the Company, personal dishonesty that results in substantial personal enrichment or failure to comply with certain Company policies.
|
|
Severance Benefits
|
•
|
2 times for our CEO, 1.5 times for EVPs, and 1 time for SVPs, of annual base salary at time of termination.
|
•
|
2 times for our CEO, 1.5 times for EVPs, and 1 time for SVPs, of the average of the performance results (expressed as a percentage) used to determine the NEOs’ bonus amounts under the annual bonus plan for the preceding three years (or all bonus amounts, if the NEO has been employed fewer than three years), multiplied by the NEO’s current target bonus amount.
|
|
•
|
Pro rata annual incentive, including the portion paid in stock, and payments for each long-term incentive plan cycle, not completed as of the termination date.
|
|
•
|
Reimbursement for COBRA coverage for medical and/or dental insurance.
|
|
•
|
Outplacement services not to exceed $25,000, paid to an outplacement provider and not to the executive.
|
|
•
|
Repayment of severance benefits received by an NEO whom the Company rehires in any capacity within six months of the termination date.
|
|
•
|
Requires execution of a release of claims acceptable to the Company.
|
|
Covenants
|
•
|
Non-disclosure of confidential information; non-solicitation of employees; non-solicitation of existing or prospective customers, vendors and suppliers; non-competition; return of property; and non-disparagement covenants.
|
•
|
the acquisition of 50% or more of the outstanding shares of SUPERVALU or the combined voting power of the outstanding voting shares of SUPERVALU, other than any acquisition from or by SUPERVALU or any SUPERVALU-sponsored employee benefit plan;
|
•
|
consummation of any merger or other business combination of SUPERVALU, sale or lease of all or substantially all of the assets of SUPERVALU or any combination of the foregoing, unless following such transaction SUPERVALU’s historic stockholders retain at least 60% ownership of the surviving entity and/or the purchaser or lessee; or
|
•
|
a change in our Board’s composition within any 24-month period such that a majority of the Board’s members does not include those who were members at the date of the beginning of such employment period.
|
•
|
the continued failure of the executive to substantially perform his or her duties after written demand and after the executive has had six months to improve performance to the Company’s expectations;
|
•
|
the conviction of, or plea of guilty or nolo contendere to, a felony;
|
•
|
the willful engaging in conduct that is materially and demonstrably injurious to SUPERVALU;
|
•
|
an act or acts of personal dishonesty intended to result in substantial personal enrichment at the expense of the Company; or
|
•
|
failure to comply with Company policies related to the Code of Business Conduct, Equal Employment Opportunities and Harassment or Workplace Violence.
|
•
|
the executive’s annual base salary is reduced below the amount in effect on the date immediately prior to the change of control date;
|
•
|
the executive’s actual annual bonus is less than the target bonus as it existed on the date immediately prior to the change of control date;
|
•
|
the executive’s title is reduced from the title held on the date immediately prior to the change of control date;
|
•
|
the executive’s duties and responsibilities are materially and adversely diminished other than a general reduction of the number or scope of personnel supervised as part of the Company’s restructuring or recapitalization;
|
•
|
the program of long-term incentive compensation is materially and adversely diminished, which for these purposes means a reduction of 15% or more of the annualized target dollar amount of long-term incentive as it existed on the date immediately prior to the change of control date; or
|
•
|
the relocation of the place of employment by more than 45 miles, the failure to provide for the assumption of the agreement by any successor entity or a material breach by the Company of the agreement.
|
Agreement Provision
|
|
Description
|
Severance Benefits
|
•
|
2 times for our CEO and other NEOs, of annual base salary and target annual incentive, plus welfare benefits continuation.
|
•
|
Earned but unpaid salary and accrued vacation, and annual bonus plan and long-term incentive plan amounts due, but not yet paid.
|
|
•
|
Pro rata annual incentive based on actual performance results for the year of termination.
|
|
•
|
Reimbursement for COBRA coverage for medical, dental and life insurance including a tax indemnification for such reimbursement.
|
|
•
|
Outplacement services not to exceed $25,000, paid to an outplacement provider and not to the executive.
|
|
•
|
“Best net” reduction of compensation to avoid excise tax.
|
|
•
|
Requires execution of a release of claims acceptable to the Company.
|
|
Covenants
|
•
|
Non-disclosure of confidential information; non-solicitation of employees; non-solicitation of existing or prospective customers, vendors and suppliers; non-competition; return of property; and non-disparagement covenants.
|
Type of Payment
|
Retirement ($)
|
Disability ($)
|
Death ($)
|
Termination Without
Cause ($) (1) |
Certain Terminations following Change of Control ($)
|
Mark Gross
|
|||||
Base salary (by plan multiple)
(2)
|
—
|
—
|
—
|
2,000,000
|
2,000,000
|
Bonus (by plan multiple)
(3)
|
—
|
—
|
—
|
382,140
|
2,000,000
|
Unvested stock options
(4)(5)
|
—
|
—
|
—
|
—
|
—
|
Unvested restricted stock
(4)
|
—
|
—
|
—
|
—
|
—
|
Unvested performance share units
(6)
|
—
|
695,036
|
695,036
|
695,036
|
2,085,103
|
Health and welfare benefits
|
—
|
—
|
—
|
16,932
|
16,932
|
Outplacement services
|
—
|
—
|
—
|
25,000
|
25,000
|
Total
|
—
|
695,036
|
695,036
|
3,119,108
|
6,127,035
|
Bruce H. Besanko
|
|||||
Base salary (by plan multiple)
(2)
|
—
|
—
|
—
|
1,125,000
|
1,500,000
|
Bonus (by plan multiple)
(3)
|
—
|
—
|
—
|
650,599
|
1,500,000
|
Unvested stock options
(4)
|
—
|
—
|
—
|
—
|
—
|
Unvested restricted stock
(4)
|
—
|
472,862
|
472,862
|
—
|
472,862
|
Unvested performance share units
(6)
|
—
|
162,174
|
162,174
|
—
|
486,527
|
Health and welfare benefits
|
—
|
—
|
—
|
18,074
|
18,074
|
Outplacement services
|
—
|
—
|
—
|
25,000
|
25,000
|
Total
|
—
|
635,036
|
635,036
|
1,818,673
|
4,002,463
|
James W. Weidenheimer
|
|||||
Base salary (by plan multiple)
(2)
|
—
|
—
|
—
|
862,500
|
1,150,000
|
Bonus (by plan multiple)
(3)
|
—
|
—
|
—
|
123,598
|
862,500
|
Unvested stock options
(4)
|
—
|
—
|
—
|
—
|
—
|
Unvested restricted stock
(4)
|
—
|
202,429
|
202,429
|
—
|
202,429
|
Unvested performance share units
(6)
|
—
|
72,398
|
72,398
|
—
|
217,199
|
Health and welfare benefits
|
—
|
—
|
—
|
12,272
|
12,272
|
Outplacement services
|
—
|
—
|
—
|
25,000
|
25,000
|
Total
|
—
|
274,827
|
274,827
|
1,023,370
|
2,469,400
|
Michael C. Stigers
|
|||||
Base salary (by plan multiple)
(2)
|
—
|
—
|
—
|
712,500
|
950,000
|
Bonus (by plan multiple)
(3)
|
—
|
—
|
—
|
142,085
|
712,500
|
Unvested stock options
(4)
|
—
|
—
|
—
|
—
|
—
|
Unvested restricted stock
(4)
|
—
|
186,866
|
186,866
|
—
|
186,866
|
Unvested performance share units
(6)
|
—
|
72,398
|
72,398
|
—
|
217,199
|
Health and welfare benefits
|
—
|
—
|
—
|
14,228
|
14,228
|
Outplacement services
|
—
|
—
|
—
|
25,000
|
25,000
|
Total
|
—
|
259,264
|
259,264
|
893,813
|
2,105,793
|
Rob N. Woseth
|
|||||
Base salary (by plan multiple)
(2)
|
—
|
—
|
—
|
630,000
|
840,000
|
Bonus (by plan multiple)
(3)
|
—
|
—
|
—
|
273,251
|
630,000
|
Unvested stock options
(4)
|
—
|
—
|
—
|
—
|
—
|
Unvested restricted stock
(4)
|
—
|
245,729
|
245,729
|
—
|
245,729
|
Unvested performance share units
(6)
|
—
|
78,192
|
78,192
|
—
|
234,573
|
Health and welfare benefits
|
—
|
—
|
—
|
13,009
|
13,009
|
Outplacement services
|
—
|
—
|
—
|
25,000
|
25,000
|
Total
|
—
|
323,921
|
323,921
|
941,260
|
1,988,311
|
Type of Payment
|
Retirement ($)
|
Disability ($)
|
Death ($)
|
Termination Without
Cause ($) (1) |
Certain Terminations following Change of Control ($)
|
Susan S. Grafton
(7)
|
|||||
Base salary (by plan multiple)
(2)
|
N/A
|
N/A
|
N/A
|
425,000
|
N/A
|
Bonus (by plan multiple)
(3)
|
N/A
|
N/A
|
N/A
|
122,889
|
N/A
|
Unvested stock options
(4)
|
N/A
|
N/A
|
N/A
|
—
|
N/A
|
Unvested restricted stock
(4)
|
N/A
|
N/A
|
N/A
|
—
|
N/A
|
Unvested performance share units
(6)
|
N/A
|
N/A
|
N/A
|
—
|
N/A
|
Health and welfare benefits
|
N/A
|
N/A
|
N/A
|
21,026
|
N/A
|
Outplacement services
|
N/A
|
N/A
|
N/A
|
25,000
|
N/A
|
Total
|
N/A
|
N/A
|
N/A
|
593,915
|
N/A
|
Eric A. Claus
(8)
|
|||||
Base salary (by plan multiple)
(2)
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Bonus (by plan multiple)
(3)
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Unvested stock options
(4)
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Unvested restricted stock
(4)
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Unvested performance share units
(6)
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Health and welfare benefits
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Outplacement services
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Total
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Mark L. Van Buskirk
(9)
|
|||||
Base salary (by plan multiple)
(2)
|
N/A
|
N/A
|
N/A
|
900,000
|
N/A
|
Bonus (by plan multiple)
(3)
|
N/A
|
N/A
|
N/A
|
343,532
|
N/A
|
Unvested stock options
(4)
|
N/A
|
N/A
|
N/A
|
—
|
N/A
|
Unvested restricted stock
(4)
|
N/A
|
N/A
|
N/A
|
—
|
N/A
|
Unvested performance share units
(6)
|
N/A
|
N/A
|
N/A
|
—
|
N/A
|
Health and welfare benefits
|
N/A
|
N/A
|
N/A
|
5,754
|
N/A
|
Outplacement services
|
N/A
|
N/A
|
N/A
|
25,000
|
N/A
|
Total
|
N/A
|
N/A
|
N/A
|
1,274,286
|
N/A
|
(1)
|
These amounts exclude reimbursements for COBRA.
|
(2)
|
Base salary multiple for “Termination Without Cause” is 2x for the CEO, 1.5x for EVPs and 1x for SVPs. Base salary multiple for “Change of Control” is 2x for the CEO and other NEOs.
|
(3)
|
Bonus multiple for “Termination Without Cause” is 2x for the CEO, 1.5x for EVPs and 1x for SVPs. Bonus multiple for “Change of Control” is 2x for the CEO and other NEOs.
|
(4)
|
The values presented for unvested stock options and unvested restricted stock and restricted stock units are calculated by multiplying the number of unvested shares by the closing stock price on the NYSE on February 24, 2017 ($3.92), the last trading day of our 2017 fiscal year, net of the exercise price in the case of stock options. Unvested shares are accelerated for “Disability,” “Death” and “Change of Control.”
|
(5)
|
Mr. Gross’s employment agreement provides for a prorated payout for his February 2016 stock option grant in the event of a “Termination Without Cause”. This payout currently has no value as the exercise price of $4.25 is higher than our $3.92 closing stock price on the NYSE on February 24, 2017.
|
(6)
|
The values presented for unvested performance share units are calculated by multiplying the number of PSUs by the closing stock price on the NYSE on February 24, 2017 ($3.92), the last trading day of our 2017 fiscal year. No NEOs are retirement eligible so any unvested PSUs are forfeited in the event of an NEO’s retirement. The value of unvested PSUs in the event of “Disability” or “Death” represents one-third (1/3) of the outstanding PSUs based on completion of one year of the 3-year performance period. The value of unvested PSUs in the event of a “Change of Control” represents the target number of PSUs accelerated in full upon the Change of Control, which assumes a “double-trigger” has occurred as detailed above. The value of unvested PSUs in the event of Mr. Gross’s termination without cause (or his resignation for good reason) represents one-third (1/3) of the outstanding PSUs based on completion of one year of the 3-year performance period and assumes performance at target; calculated based on prorata at actual as set forth in the terms of Mr. Gross’s employment agreement.
|
(7)
|
Ms. Grafton’s employment terminated effective May 20, 2017. Ms. Grafton received a lump sum payment of $547,889 plus COBRA and outplacement services per the terms detailed in the table above.
|
(8)
|
Mr. Claus’s employment terminated effective December 5, 2016 upon the sale of Save-A-Lot. Mr. Claus was not eligible for any additional termination benefits.
|
(9)
|
Mr. Van Buskirk’s employment terminated effective July 16, 2016. Mr. Van Buskirk received a lump sum payment of $1,243,532 plus COBRA and outplacement services per the terms detailed in the table above.
|
|
Respectfully submitted,
|
|
|
|
Irwin S. Cohen, Chairperson
Francesca Ruiz de Luzuriaga
Mary A. Winston
|
|
2017
(3)
|
|
|
2016
(4)
|
|
||
|
($ in thousands)
|
||||||
Audit fees
|
$
|
3,060
|
|
|
$
|
2,440
|
|
Audit-related fees
(1)
|
1,340
|
|
|
4,912
|
|
||
Total audit and audit-related fees
|
4,400
|
|
|
7,352
|
|
||
Tax fees
(2)
|
—
|
|
|
—
|
|
||
All other fees
|
—
|
|
|
—
|
|
||
Total fees
|
$
|
4,400
|
|
|
$
|
7,352
|
|
(1)
|
Audit-related fees consist principally of fees for audits of financial statements of certain businesses and subsidiaries and audits of financial statements of certain employee benefit plans.
|
(2)
|
Tax fees consist of fees related to tax compliance, including review of tax returns.
|
(3)
|
Fees for fiscal 2017 are estimates.
|
(4)
|
Fees for fiscal 2016 reflect final amounts billed.
|
Possible Reverse Stock Split Ratios
|
Implied Number of Authorized Shares of Common Stock Following the Reverse Stock Split
|
Implied Approximate Number of Issued and Outstanding Shares of Common Stock Following the Reverse Stock Split*
|
1-for-5
|
80,000,000
|
[•]
|
1-for-6
|
66,666,666
|
[•]
|
1-for-7
|
57,142,857
|
[•]
|
•
|
the historical and projected trading price and trading volume of our common stock;
|
•
|
general economic and other related conditions prevailing in our industry and in the marketplace;
|
•
|
the projected impact of the Reverse Stock Split ratio on trading liquidity in our common stock;
|
•
|
the then-prevailing trading price for our common stock and the trading volume level thereof; and
|
•
|
the anticipated impact of a particular ratio on our ability to reduce administrative and transactional costs.
|
|
For the 12 Weeks Ended February 25, 2017
|
||
Net earnings (loss) from continuing operations
|
$
|
6
|
|
Less: net earnings attributable to noncontrolling interests
|
(1)
|
|
|
Income tax (benefit) provision
|
(9)
|
|
|
Interest expense, net
|
40
|
|
|
Depreciation and amortization
|
48
|
|
|
LIFO (credit) charge
|
(2)
|
|
|
Pension settlement charges
(1)
|
1
|
|
|
Asset impairment charges
(2)
|
41
|
|
|
Adjusted EBITDA
|
$
|
124
|
|
(1)
|
Pension settlement charges reflect accelerated amortization of accumulated actuarial loss associated with lump sum settlement payments made to certain deferred vested pension plan participants in the SUPERVALU Retirement Plan under a lump sum payment option window.
|
(2)
|
Asset impairment charges include non-cash charges related to our Retail business.
|
|
For the 12 Weeks Ended February 25, 2017
|
Selling and administrative expenses, as reported
|
$400
|
Less expenses included within Selling and administrative expenses:
|
|
Wholesale, Retail and corporate operating expenses
|
(172)
|
Depreciation and amortization expense
|
(37)
|
Pension income
|
3
|
Asset impairment charge
|
(41)
|
Pension settlement charge
|
(1)
|
Other
|
(1)
|
Plus: Merchandising, procurement and other costs included within Cost of sales
|
38
|
Less: Transition services agreement revenues included within Net sales, net of certain related costs
|
(34)
|
Expense Optimization
|
$155
|
1.
|
The following resolution was duly adopted and approved by the Board of Directors of SUPERVALU INC. (the “Corporation”) at a meeting of the Board of Directors held on [•], 2017, in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware:
|
2.
|
The foregoing amendment was duly adopted by the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware on [July 19], 2017, at an Annual Meeting of the Stockholders of the Corporation, and such amendment has not been subsequently modified or rescinded.
|
Dated: [•], 2017
|
|
|
|
|
Karla C. Robertson
Executive Vice President, General Counsel and
Corporate Secretary |
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