Albertsons Companies Inc
For the period ended Aug 8, 2024. Filed Jun 21, 2024.
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Aug 8, 2024 · Filed Jun 21, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
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Check the appropriate box:
| ☐ | 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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Albertsons Companies, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
June 21, 2024
Dear Fellow Stockholder:
It is my pleasure to invite you to attend the Annual Meeting of Stockholders of Albertsons Companies, Inc. at 3:00 p.m. Mountain Daylight Time on Thursday, August 8, 2024.
We continue to work diligently toward the closing of our proposed merger with Kroger. Through a family of well-known and trusted supermarket banners, this combination will expand customer reach and improve proximity to deliver fresh and affordable groceries to approximately 85 million households with a premier omnichannel experience. Merging with Kroger will also enable us to lower prices for customers, enhance the customer shopping experience, provide new career opportunities for our associates, protect union jobs, increase associate wages, and build on our shared commitment to supporting local communities.
While efforts on the merger were still underway in fiscal 2023, we remained laser-focused on our performance and execution as a stand-alone public company, and made significant progress against our strategic priorities. We continued to deliver on our Customers for Life strategy—investing approximately $2.0 billion in our stores and technology, while advancing our productivity initiatives to increase efficiency and drive cost savings. We also continued to live and fulfill our purpose of bringing people together around the joys of food and inspiring wellbeing.
I am incredibly proud of the way our team continued to serve customers and communities while driving solid operating and financial performance. Our results for fiscal 2023 speak to the significant progress we have made amidst industry-wide headwinds. Identical sales increased 3%, total sales were $79.2 billion, and net income was $1.3 billion, or $2.23 per share. Adjusted net income was $1.7 billion, or $2.88 per share, and Adjusted EBITDA was $4.3 billion. We also returned $276 million to our stockholders this fiscal year through common stock dividends.
To ensure we develop new and innovative ways to grow the business and serve our customers and communities in the future, we remained focused on our five strategic priorities during fiscal 2023.
Deepening our Digital Connection and Engagement with our Customers– This has been a critical priority for us for several years now and I am pleased to say we continued to make great strides across a variety of important digital initiatives. We increased loyalty membership by 16% to nearly 40 million customers and grew our digital sales by 22%. At the same time, we continued to strengthen and develop our capabilities in both Drive Up and Go and delivery, to provide our customers with speed and convenience—including 30-minute flash delivery service. We also launched Sincerely Health, a digital health and wellness platform that has deepened and extended the engagement we have with our customers.
Differentiating our Store Experience– We continued to enhance merchandising in our stores with displays designed to make it more convenient for our customers to assemble meals, and have added grab-and-go sections to allow customers to quickly select items from displays at the front of the store. We are also scaling the use of “in-store mode” within our mobile app, which provides a navigational tool to guide a customer’s journey through our store, assisting with the product location, quick access to deals, and other features. We are also enhancing the technology in our stores to automate and simplify tasks, enabling our associates to spend more time on high-touch and valued-added interactions with our customers.
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Enhancing What We Offer– To enhance our value proposition for customers, we continued to refine and add to our Own Brands product portfolio, including the launch of new mix-and-match frozen meal solutions that provide high quality, convenient dinners for busy families. We also redesigned packaging on over 4,500 items during the year, including Signature Select, O Organics, and Open Nature, with refreshed modern logos and bold package design to build greater brand recognition. We elevated our distinctiveness in Fresh, tailoring our selection based on local demographics and preferences, enhanced our capabilities in pricing and assortment, and scaled our Ready Meals program to nearly 1,400 stores, now in more than 60% of our stores. In addition, we held our fourth Annual Supplier Diversity Program Summit to provide diverse-owned suppliers the opportunity to expand their business with Albertsons Companies.
Modernizing our Capabilities– We improved our supply chain through automation and continued the rollout of a new enterprise warehouse management system. We have also further developed the Albertsons Media Collective, an easy-to-use, transparent, and modern media collective platform that has dramatically improved our capabilities in client advocacy, innovation, and measurement. We also launched a new meal planning tool that provides shoppable meal plans and recipes on our grocery apps and websites, which includes a budget tracker and cooking guide complete with a built-in timer. This tool was voted the People’s Voice winner for best shopping and retail app in the 28 th annual Webby Awards for its seamless omnichannel shopping experience.
**Maximizing our Positive Impact –**We are committed to supporting causes that impact our customers’ lives and strengthen the communities we serve. In an effort to reduce food insecurity, we enabled more than 220 million meals through our store food donation program and the Nourishing Neighbors Program of the Albertsons Companies Foundation during fiscal 2023. From fiscal 2019 through 2023, we have enabled 1.15 billion meals. In addition, our O Organics brand launched its “Fight Hunger, Serve Hope” campaign to combat hunger for school-aged children during the summer months, and the Nourishing Neighbors Program donated more than $1 million to support meals for families affected by the wildfires in Maui, Hawaii.
Finally, I want to recognize the approximately 285,000 associates who have made our success possible through their commitment to meeting the needs of our customers and communities. Your dedication to serving our customers and communities is what makes our performance possible.
On behalf of our board of directors, thank you for your continued support and investment in Albertsons Companies.
Sincerely,
Chief Executive Officer and Director
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Notice of Annual Meeting of Stockholders
| June 21, 2024 Dear Stockholders: Notice is hereby given that the 2024 annual meeting (“Annual Meeting”) of the Company will be held virtually on August 8, 2024, at 3:00 p.m. Mountain Daylight Time, for the following purposes: | ||
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| Proposals | Board Vote Recommendation | |
| 1. | To elect 11 directors to serve on our Board for a term of one year. | “FOR” each director nominee |
| 2. | To ratify the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 22, 2025. | “FOR” |
| 3. | To conduct the annual (non-binding) advisory vote to approve our named executive officer compensation. | “FOR” |
| 4. | To transact such other business as may properly come before the Annual Meeting or any adjournment thereof. | |
| Only stockholders of record of our Class A common stock, par value $0.01 per share (“Common Stock”) as of the close of business on June 11, 2024 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting. We are making available to our stockholders the proxy statement, the form of proxy and the notice of internet availability of our proxy materials on or about June 21, 2024. Our Annual Meeting will be held in a virtual-only meeting format to facilitate stockholder attendance and participation from any location at minimal or no cost. Stockholders will be afforded the same rights and opportunities to participate in a virtual-only annual meeting as they would at an in-person meeting, including the right to vote and ask questions through a virtual meeting platform. See “Questions and Answers About the Annual Meeting and Voting” for information regarding how to attend the Annual Meeting and other details. | ||
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON AUGUST 8, 2024. THE PROXY STATEMENT AND THE 2023 FORM 10-K ARE AVAILABLE AT http://materials.proxyvote.com/ YOUR VOTE IS IMPORTANT TO US. Whether or not you plan to virtually attend the Annual Meeting, it is important that your shares be represented. Therefore, we urge you to promptly vote and submit your proxy in advance of the Annual Meeting. You can vote your shares via the Internet, by telephone, or by signing, dating, and returning the proxy card or voting instruction form.
By Order of the Board of Directors,
Chief Executive Officer, Director
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| 1 | Letter from CEO |
| 3 | Notice of Annual Meeting of Stockholders |
| 5 | Proxy Statement Summary |
| 14 | General Information |
| 15 | PROPOSAL 1: Election of Directors |
| 15 | Board Composition |
| 15 | Annual Meeting Slate |
| 27 | Corporate Governance |
| 27 | Director Qualifications, Expertise and Attributes |
| 28 | Board Leadership |
| 29 | Board Independence |
| 29 | Board’s Commitment to Diversity |
| 30 | Role of Board in Risk Oversight |
| 30 | Board Meetings |
| 31 | Corporate Governance Policies and Charters |
| 31 | Code of Business Conduct and Ethics |
| 31 | Board Committees |
| 36 | Compensation Committee Interlocks and Insider Participation |
| 36 | Director Compensation |
| 38 | Communications with the Board |
| 39 | Environmental, Social and Governance Disclosure |
| 41 | Certain Relationships and Related Party Transactions |
| 41 | Related Party Transactions |
| 42 | PROPOSAL 2: Ratification of the Appointment of the Independent Registered Public Accounting Firm |
| 43 | PROPOSAL 3: Advisory (Non-Binding) Vote to Approve the Company’s Named Executive Officer Compensation |
| 44 | Compensation Discussion and Analysis |
| 45 | 2023 Say-on-Pay Result |
| 46 | Fiscal 2023 Financial and Operational Highlights |
| 47 | Our Executive Compensation Philosophy |
| 47 | Pay Mix Emphasises Performance |
| 48 | Executive Compensation Best Practices |
| 49 | Overview of Fiscal 2023 Executive Compensation |
| 49 | Design of Our Executive Compensation Program |
| 58 | The Process of Setting Executive Compensation |
| 59 | Compensation Risk Assessment |
| 60 | Compensation Committee Report |
| 61 | Summary Compensation Table |
| 63 | Grants of Plan Based Awards |
| 64 | Outstanding Equity Awards at Fiscal Year End |
| 65 | Option Exercises and Stock Vested |
| 65 | Nonqualified Deferred Compensation |
| 66 | Discussion of the Terms of the Employment Agreements with Our NEOs |
| 70 | CEO Pay Ratio |
| 71 | Pay Versus Performance Disclosure |
| 74 | Most Important Financial Performance Measures |
| 75 | Security Ownership of Certain Beneficial Owners and Management |
| 76 | Equity Compensation Plan Information |
| 77 | Questions and Answers About the Annual Meeting and Voting |
| 82 | Stockholder Proposals and Director Nominations for the 2025 Annual Meeting of Stockholders |
| 83 | Other Matters |
| 83 | Incorporation by Reference |
| 83 | Delivery of Documents to Stockholders Sharing an Address |
| 84 | Transfer Agent Information |
| 84 | Forward-Looking Statements |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.