Albertsons Companies Inc

This summary highlights information contained elsewhere in this proxy statement and in our annual report on Form 10-K for the year ended February 24, 2024 (the “2023 Form 10-K”) as filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2024, for Albertsons Companies, Inc. (the “Company”, “Albertsons”, “we”, “ACI”, “our” or “us”). You should read this proxy statement and the 2023 Form 10-K before voting.

Annual Meeting of Stockholders

We are holding the Annual Meeting in a virtual-only format. You will not be able to attend the Annual Meeting in person.

How to Vote

See “Questions and Answers About the Annual Meeting and Voting” for information regarding attending the Annual Meeting.

Annual Meeting Agenda and Voting Roadmap

PROPOSAL 1: Election of 11 Director Nominees At our Annual Meeting, stockholders will elect 11 directors. The nominees were recommended for nomination by our Governance, Compliance and ESG Committee (the “Governance Committee”) and our board of directors (the “Board”) approved the nominees for re-election. If elected, the directors will hold office until our 2025 annual meeting and serve until their successors have been duly elected and qualified or until any such director’s earlier resignation or removal.

Our Board recommends a vote “FOR” each director nominee.

PROPOSAL 2: Ratification of the Appointment of the Independent Registered Public Accounting Firm The Audit and Risk Committee (the “Audit Committee”) has appointed Deloitte and Touche LLP (“Deloitte and Touche”) to serve as our independent registered public accounting firm for the fiscal year ending February 22, 2025.

Our Board recommends a vote “FOR” this proposal.

PROPOSAL 3: Advisory (Non-Binding) Vote to Approve the Company’s Named Executive Officer Compensation As required by Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), we are providing stockholders with an opportunity to cast an advisory vote on the compensation of our named executive officers (the “NEOs”) as disclosed in the Compensation Discussion & Analysis (“CD&A”), the compensation tables, narrative discussion, and related footnotes included in this proxy statement.

Our Board recommends a vote “FOR” this proposal.

In addition, we will conduct any other business that may properly come before the Annual Meeting. See “Questions and Answers About the Annual Meeting and Voting” for more information.

Our Director Nominees

The following table provides summary information about each director nominee.

See Proposal 1 beginning on page 15 for more information on our Board and corporate governance.

Board Snapshot

In 2023, the Board appointed two new members - Ms. Lisa Gray and Ms. Sarah Mensah. With the appointment of Mmes. Gray and Mensah, the majority of the Board members continued to be independent, and each of our standing committees is fully independent.

The following summarizes certain aspects of the Board’s current composition:

Below are some of the relevant skills and experiences of our directors.

Relevant Skills & Experiences

Board Governance Highlights

Our adoption and prioritization of leading governance principles have helped us manage risk and sustain business success over the long term. Our core corporate governance practices are listed in the following table.

Fiscal 2023 Business Overview

We have also consistently achieved higher total returns as compared to the S&P 500 Index and the S&P 500 Retail Composite Index for the period from June 26, 2020 (the date our Common Stock commenced trading on the NYSE) through the end of our 2023 fiscal year (February 24, 2024).

Comparison of Cumulative Total Return (Since Listing)

Executive Compensation Advisory Vote

The Compensation Committee structures our executive compensation program to attract, motivate, reward, and retain high caliber talent to lead our Company’s efforts to increase our competitive advantage and deliver results. This includes building a solid foundation for long-term growth while consistently achieving strong near-term results.

As part of the process for setting executive compensation, the Compensation Committee annually reviews our compensation program and considers stockholder feedback. We value the input and insights of our stockholders and are committed to continued engagement with them. Based on feedback received from stockholders with respect to our say-on-pay proposal for the 2023 annual meeting, beginning fiscal 2024, the Compensation Committee changed the grant date of the annual long-term incentive awards from the first day of the fiscal year to two days after the release of the Company’s earnings for the fourth quarter and full year of the prior fiscal year. The annual award grant date for fiscal 2024 was April 24, 2024.

The Compensation Committee made no other modifications to the design of our executive compensation program and determined it strongly aligns with the interests of our stockholders by directly linking pay to Company and individual performance and delivery on key strategic goals.

At the 2023 annual meeting, our stockholders overwhelmingly approved our executive compensation program with 97.6% of the votes cast in favor.

How We Pay for Performance

We executed on our pay for performance philosophy in fiscal 2023 by: ● Providing competitive, market-driven base salaries to our NEOs with no increase from fiscal 2022 ● Allocating a high percentage of annual target compensation for our NEOs as variable ► For Mr. Sankaran, 90% of target compensation was variable of which 55% was performance-based ► For our other NEOs, 85% of target compensation was variable of which 50% was performance-based ● Increasing Mr. Sankaran’s target cash bonus to 200% of base salary from 175% of base salary, tying a greater portion of his compensation to variable incentives ● Setting quantifiable annual financial and operational targets to determine the cash bonus payout with a cap of 200% of target to promote performance and responsible risk practices ● Modifying the final annual cash bonus payout to our NEOs based on achievement against quantifiable key strategic goals in the Senior Leader Scorecard ● Tying earnings per share (“EPS”) goals and return on invested capital (“ROIC”) modifiers to our performance-based restricted stock units (“PBRSUs”) to drive Company performance

Sound Program Design

Our Compensation Committee has adopted “best practices” for executive compensation which enables us to drive our pay-for-performance philosophy. Some of the highlights of our program design are as follows:

See Proposal 3 beginning on page 43 for more information on our executive compensation.