Attached files
| file | filename |
|---|---|
| EX-3.1 - EX-3.1 - SUPERVALU INC | c58852exv3w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8–K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 24, 2010
SUPERVALU INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1–5418 | 41–0617000 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
||
| 11840 Valley View Road Eden Prairie, Minnesota |
55344 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code (952) 828-4000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 24, 2010, the Board of Directors of SUPERVALU INC. (the “Company”) approved
amendments to the Company’s Restated Bylaws, which were effective immediately. Section 3.02(a) of
the Company’s Restated Bylaws was amended to decrease the number of members of the Board of
Directors by one member, to consist of 12 total members. As amended, Section 3.02(a) of the
Company’s Restated Bylaws now states:
“Number: The Board of Directors currently consists of 12 members and the number of directors
may be increased or decreased from time to time by resolution of a majority of the whole
Board of Directors or of the holders of at least 75% of the stock of the Corporation
entitled to vote, considered for the purpose as one class.”
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company’s Annual Meeting of Stockholders was held on June 24, 2010 in Edina, Minnesota. At
that meeting, the Company’s stockholders voted on the matters set forth below.
Election of Directors
The Company’s stockholders elected for one-year terms the ten persons nominated for election
as directors as set forth in the Company’s proxy statement dated May 12, 2010. The following table
sets forth the vote of the stockholders at the meeting with respect to the election of directors:
| Broker | ||||||||||||||||
| Nominee | For | Against | Abstain | Non-Votes | ||||||||||||
Donald R. Chappel |
145,917,043 | 3,415,008 | 282,185 | 19,884,013 | ||||||||||||
Irwin S. Cohen |
146,377,498 | 2,975,308 | 261,430 | 19,884,013 | ||||||||||||
Ronald E. Daly |
127,612,628 | 21,733,543 | 268,065 | 19,884,013 | ||||||||||||
Susan E. Engel |
126,802,408 | 22,550,165 | 261,663 | 19,884,013 | ||||||||||||
Craig R. Herkert |
145,758,285 | 3,633,269 | 222,682 | 19,884,013 | ||||||||||||
Charles M. Lillis |
111,952,682 | 37,377,659 | 283,895 | 19,884,013 | ||||||||||||
Steven S. Rogers |
145,089,872 | 4,272,580 | 251,784 | 19,884,013 | ||||||||||||
Matthew E. Rubel |
145,906,922 | 3,411,158 | 296,156 | 19,884,013 | ||||||||||||
Wayne C. Sales |
127,942,571 | 21,367,375 | 304,290 | 19,884,013 | ||||||||||||
Kathi P. Seifert |
127,289,973 | 21,946,060 | 378,203 | 19,884,013 | ||||||||||||
Company Proposals
Ratification of Independent Registered Public Accountants. The Company’s stockholders voted
upon and approved the ratification of the appointment of KPMG LLP to serve as the
Company’s independent registered public accountants for the fiscal year ending February 26, 2011. The votes
on this proposal were as follows:
| For | Against | Abstain | ||
166,043,377
|
3,205,472 | 249,400 |
There were no broker non-votes with respect to this proposal.
Triennial Advisory Vote on Executive Compensation. The Company’s stockholders voted upon and
approved a triennial advisory vote on executive compensation beginning with the 2011 Annual Meeting
of Stockholders. The votes on this proposal were as follows:
| For | Against | Abstain | ||
| 151,049,580 | 15,272,211 | 3,176,458 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description of Exhibit | |
| 3.1 | Restated Bylaws of SUPERVALU INC., as amended June 24, 2010 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 28, 2010
| SUPERVALU INC. |
||||
| By: | /s/ Todd N. Sheldon | |||
| Todd N. Sheldon | ||||
| Group Vice President, Legal and Corporate Secretary (Authorized Officer of Registrant) |
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