SECURITIES AND EXCHANGE COMMISSION FORM DEF 14A Definitive proxy statements Filing Date: 2021-06-24 | Period of Report: 2021-08-05 SEC Accession No. 0001140361-21-022208 (HTML Version on secdatabase.com) FILER Albertsons Companies, Inc. Mailing Address Business Address 250 PARKCENTER BLVD. 250 PARKCENTER BLVD. CIK:1646972| IRS No.: 000000000 | State of Incorp.:DE | Fiscal Year End: 0227 BOISE ID 83706 BOISE ID 83706 Type: DEF 14A | Act: 34 | File No.: 001-39350 | Film No.: 211043788 208-395-6200 SIC: 5411 Grocery stores Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to Rule 14a-12 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 the appropriate box): ☒ No fee required ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies 2) Aggregate number of securities to which transaction applies: 3) 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): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by the Exchange Act Rule 0-1 1(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. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 6) Amount Previously Paid: 7) Form, Schedule or Registration Statement No.: 8) Filing Party: 9) Date Filed: Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS June 24, 2021 Dear Fellow Albertsons Companies, Inc. Stockholder: It is my pleasure to invite you to attend the Annual Meeting of Stockholders of Albertsons Companies, Inc. (the “Company”) at 2:30 p.m. Mountain Daylight Time on Thursday, August 5, 2021. This will be the first annual meeting of the Company since our initial public offering in 2020. I encourage our stockholders to read my letter in our 2020 annual report, where I review many of our accomplishments in the last year and the significant progress we have made against our strategic goals. I am proud of how our team worked together to take care of our customers, our communities and each other during a year like no other. As we enter fiscal 2021, we are emerging from the pandemic as a stronger company and better positioned than ever for the future. Due to ongoing precautions related to the COVID-19 pandemic, the 2021 Annual Meeting will be a virtual meeting of stockholders. You will be able to vote your shares electronically, attend the Annual Meeting, and submit your questions during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/ABS2021. Stockholders will be able to vote, listen, and submit questions from their home or any location with internet connectivity. To participate in the Annual Meeting, you must have the sixteen-digit number that is shown on your Notice of Internet Availability or on your proxy card if you elected to receive proxy materials by mail. The following pages contain the formal Notice of the Annual Meeting and our Proxy Statement. At this year’s Annual Meeting, you will be asked to elect as directors the 14 nominees named in the attached Proxy Statement, ratify the selection of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 26, 2022, cast an advisory (non- binding) vote approving the Company’s Named Executive Officer compensation, cast an advisory (non- binding) vote on the frequency of future advisory votes to approve executive compensation and approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the maximum size of the board of directors from 15 members to 17 members. We have elected to provide access to proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules to reduce the environmental impact and cost of our Annual Meeting. However, if you prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability. Your vote is important. Please mark, sign, date and return the accompanying proxy card or voting instruction form in the postage-paid envelope or instruct us by telephone or via the internet as to how you would like your shares voted. Instructions are included on the proxy card and voting instruction form. On behalf of our board of directors, we would like to thank you for your continued interest and investment in Albertsons Companies. Sincerely, Vivek Sankaran President, Chief Executive Officer and Director Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Notice of Annual Meeting of Stockholders To be held on Thursday, August 5, 2021 2:30 p.m. Mountain Daylight Time www.virtualshareholdermeeting.com/ABS2021 To the Stockholders of Albertsons Companies, Inc.: Notice is hereby given that the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Albertsons Companies, Inc. (the “Company”) will be held on Thursday, August 5, 2021, at 2:30 p.m. Mountain Daylight Time online through a live webcast at www.virtualshareholdermeeting.com/ABS2021. At the Annual Meeting, Stockholders will be asked: 1. To elect the 14 directors named in our Proxy Statement to hold office until the 2022 annual meeting of stockholders and until their respective successors have been duly elected and qualified; 2. To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 26, 2022; 3. To hold an advisory (non-binding) vote to approve the Company’s Named Executive Officer compensation; 4. To hold an advisory (non-binding) vote on whether the frequency of the stockholder advisory vote on our executive compensation should be every one, two or three years; 5. To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation (our “certificate of incorporation”) to increase the maximum size of the board of directors from 15 members to 17 members; and 6. To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. Only stockholders of record of our Class A common stock, par value $0.01 per share, and our Series A convertible preferred stock, par value $0.01 per share, as of June 7, 2021 will be entitled to attend and vote at the Annual Meeting and any adjournments or postponements thereof. Your vote is important. To be sure your vote counts and assure a quorum, please vote, sign, date and return the enclosed proxy card, or if you prefer, please follow the instructions on the enclosed proxy card for voting by internet or by telephone, whether or not you plan to participate in the Annual Meeting via live webcast. If your common stock is held in the name of your broker, bank or other nominee you will need to follow the instructions provided to you by the institution that holds your common stock to instruct them how to vote your shares. By order of the board of directors, Juliette W. Pryor Executive Vice President, General Counsel & Secretary Boise, Idaho June 24, 2021 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS This Proxy Statement and accompanying proxy card are first being made available on or about June 24, 2021. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 5, 2021: Our official Notice of Annual Meeting of Stockholders, Proxy Statement and 2020 Annual Report, including our Form 10-K for fiscal year 2020, are available electronically at https://investor.albertsonscompanies.com/financial-reports/sec-filings/default.aspx As used herein, “Albertsons,” the “Company,” “we,” “us,” “our” or “our business” refers to Albertsons Companies, Inc. (collectively with its wholly owned subsidiaries), except as expressly indicated or the context otherwise requires. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS PROXY VOTING METHODS If at the close of business on June 7, 2021, you were a stockholder of record or held shares through a broker or bank, you may vote your shares by proxy at the Annual Meeting. If you were a stockholder of record, you may vote your shares over the Internet, by telephone or by mail, or you may vote via webcast during the Annual Meeting. You may also revoke your proxy at the times and in the manners described in the General Information section of this Proxy Statement. For shares held through a broker, bank or other nominee, you may submit voting instructions to your broker, bank or other nominee.