UNITED STATES
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
Date of Report (Date of earliest event reported):
July 25, 2014
SAFEWAY INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-00041 | 94-3019135 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 5918 Stoneridge Mall Road, Pleasanton, California | 94588-3229 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(925) 467-3000
(Registrant’s telephone number, including area code)
N/A
(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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Safeway Inc. (the “Company”) held its 2014 Annual Meeting of Stockholders (the “Annual Meeting”) on July 25, 2014. On the June 2, 2014 record date, there were 230,399,204 shares of the Company’s common stock outstanding with each such share being entitled to one vote per share.
A total of 189,857,780 shares of the Company’s common stock were represented in person or by proxy at the Annual Meeting. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, as applicable, with respect to each matter is set forth below.
Proposal 1. Approval and adoption of the Agreement and Plan of Merger (the “Merger Agreement”), dated March 6, 2014 and amended on April 7, 2014 and on June 13, 2014, by and among the Company, AB Acquisition LLC, Albertson’s Holdings LLC, Albertson’s LLC and Saturn Acquisition Merger Sub, Inc. The Company’s stockholders approved Proposal 1 with the following voting results:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTE | |||
| 162,296,717 |
5,815,037 | 1,019,202 | 20,726,824 |
Proposal 2. Non-binding advisory approval of the compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger pursuant to the Merger Agreement. The Company’s stockholders approved Proposal 2 with the following voting results:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTE | |||
| 157,682,233 |
6,465,217 | 4,983,506 | 20,726,824 |
Proposal 3. Approval and adoption of the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies for the adoption of the Merger Agreement. The Company’s stockholders approved Proposal 3 with the following voting results:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTE | |||
| 168,228,630 |
19,516,709 | 2,112,441 | 0 |
Proposal 4. Election of Directors. All nine director nominees up for election at the Annual Meeting were duly elected. The votes cast by the Company’s stockholders were as follows:
| NOMINEE |
FOR | WITHHELD | ABSTAIN | NON-VOTE | ||||||||||||
| Robert L. Edwards |
166,650,219 | 980,973 | 1,449,764 | 20,726,824 | ||||||||||||
| Janet E. Grove |
160,767,213 | 6,813,730 | 1,550,013 | 20,726,824 | ||||||||||||
| Mohan Gyani |
162,985,496 | 4,627,711 | 1,517,749 | 20,726,824 | ||||||||||||
| Frank C. Herringer |
151,183,614 | 16,374,072 | 1,573,270 | 20,726,824 | ||||||||||||
| George J. Morrow |
165,755,732 | 1,789,497 | 1,585,727 | 20,726,824 | ||||||||||||
| Kenneth W. Oder |
159,754,209 | 7,858,743 | 1,518,004 | 20,726,824 | ||||||||||||
| T. Gary Rogers |
165,211,813 | 2,416,842 | 1,502,301 | 20,726,824 | ||||||||||||
| Arun Sarin |
162,067,761 | 5,532,471 | 1,530,724 | 20,726,824 | ||||||||||||
| William Y. Tauscher |
146,888,149 | 20,713,168 | 1,529,639 | 20,726,824 |
Proposal 5. Non-binding advisory approval of the Company’s executive compensation (“Say-on-Pay”). The Company’s stockholders approved Proposal 5 with the following voting results:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTE | |||
| 162,752,199 |
2,123,259 | 4,255,498 | 20,726,824 |
Proposal 6. Ratification of appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2014. The Company’s stockholders approved Proposal 6 with the following voting results:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTE | |||
| 180,846,695 |
7,517,625 | 1,493,460 | 0 |
Proposal 7. Stockholder proposal regarding labeling products that contain genetically engineered ingredients. Proposal 7 was not approved. The votes cast by the Company’s stockholders were as follows:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTE | |||
| 14,702,814 |
128,657,164 | 25,770,978 | 20,726,824 |
Proposal 8. Stockholder proposal regarding extended producer responsibility. Proposal 8 was not approved. The votes cast by the Company’s stockholders were as follows:
| FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTE | |||
| 17,900,834 |
125,433,965 | 25,796,157 | 20,726,824 |
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.
| Safeway Inc. | ||||||
| (Registrant) | ||||||
| Date: July 29, 2014 |
By: | /s/ Robert A. Gordon | ||||
| Robert A. Gordon | ||||||
| Senior Vice President, Secretary & General Counsel | ||||||