Albertsons Companies Inc

1. 1

   Election of 10 Director Nominees

   ManagementBoard: FOR

   Elect 10 director nominees to serve one-year terms on the Board.

2. 2

   Ratification of the Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year ending February 27, 2027.

3. 3

   Advisory (Non-Binding) Vote to Approve the Company’s Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory, non-binding vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation program as disclosed in the CD&A and associated tables. Management seeks shareholder endorsement to validate its pay-for-performance design, which emphasizes variable, at-risk compensation linking annual cash bonuses to Adjusted EBITDA and Identical Sales and long-term PBRSUs tied to Adjusted EPS and ROIC, with caps and clawback policies intended to mitigate excessive risk. The Compensation Committee highlights that pay mix emphasizes performance, that the program received 97% support at the prior year say-on-pay, and that independent advisers and peer benchmarking inform target levels. While advisory, a favorable vote signals investor support and informs future compensation design; management commits to consider voting outcomes in subsequent decisions. Key contextual factors include a recent CEO transition, stabilization/retention awards connected to that transition, and the company’s focus on operational initiatives (store investments, digital, AI) that affect performance measures. Risks investors may weigh include potential perceived generosity of one-time/stabilization awards and the degree to which disclosed metrics reflect sustainable shareholder value versus short-term operational choices. The Board recommends a "FOR" vote arguing the structure aligns management incentives with long-term stockholder interests, uses multiple metrics to limit risk-taking, and includes governance safeguards like clawbacks and stock ownership guidelines. Given the historical high support and the Compensation Committee’s rationale, management frames the proposal as affirming alignment between pay and performance while remaining responsive to stockholder feedback.

4. 4

   Approval of the Amendment to the Certificate of Incorporation to Eliminate Certain Supermajority Voting Requirements

   ManagementBoard: FOR

   Amend the Certificate of Incorporation to replace certain existing two-thirds supermajority stockholder voting requirements with a simple majority vote requirement for actions including changing the authorized number of directors, removing directors, and adopting/amending/repealing bylaws.

   More detail

   This management proposal seeks shareholder approval to amend the Company’s Certificate of Incorporation to replace specified two-thirds supermajority voting thresholds with simple majority voting for key governance actions: changing the authorized number of directors, removing directors, and adopting/amending/repealing the bylaws. Management argues these changes align the Certificate with contemporary corporate governance norms, increase governance flexibility, and reduce entrenched supermajority barriers that can impede board responsiveness and ordinary corporate actions. The Board frames the amendment as non-substantive to core shareholder protections while facilitating more typical shareholder voting standards, noting the Board retains discretion to abandon the plan prior to filing. Key context includes existing stockholder agreements and designated director rights (e.g., Cerberus designation rights) which remain unaffected; thus, practical control dynamics are unchanged while procedural thresholds are modernized. Investors should assess whether the reduction in voting thresholds meaningfully diminishes minority protections or instead promotes corporate agility and accountability, particularly given the company’s significant institutional holder with board nomination rights. The Board’s public rationale emphasizes alignment with evolving governance best practices and the desire to streamline corporate actions; it recommends a "FOR" vote on grounds that the amendment is in stockholders’ best interests. Potential investor concerns include whether the change could facilitate governance shifts the largest holders favor or reduce checks against rapid bylaw changes; however, management notes that other substantive protections (e.g., fiduciary duties, existing contractual rights) remain in place. On balance, the proposal is a governance modernization measure intended to harmonize voting standards and reduce supermajority constraints.

5. 5

   Approval of the Amendment to the Certificate of Incorporation to Limit Certain Liability of Officers as Permitted by Delaware Law (Exculpation Amendment

   ManagementBoard: FOR

   Amend Article X.B of the Certificate of Incorporation to extend director-style exculpation to certain officers to the fullest extent permitted by Delaware law (Section 102(b)(7)), limiting monetary liability for breaches of the duty of care for specified officers.

   More detail

   This management proposal requests stockholder approval to amend the Certificate of Incorporation to extend Delaware-law permitted exculpation protections to specified senior officers—effectively limiting monetary liability for breaches of the duty of care to the fullest extent allowed under Section 102(b)(7) while preserving liability for breaches of duty of loyalty, bad faith, intentional misconduct, knowing violations of law, and transactions yielding improper personal benefits. Management frames the change as a targeted governance update intended to reduce the risk of personal financial exposure from inadvertent errors, thereby aiding recruitment and retention of senior officers and aligning officer protections with those already afforded to directors. The Board emphasizes that the amendment would not shield officers from liability for the most serious misconduct, would not affect derivative claims on behalf of the company, and would remain subject to statutory limits. Investors should weigh the potential benefits—improved ability to attract and retain talent and reduced litigation risk for technical breaches—against concerns critics may raise that expanded exculpation could reduce accountability for senior executives in certain marginal cases. The proposal sits in the context of broader governance changes being proposed concurrently (Proposal 4) and the presence of significant stockholder arrangements (e.g., Cerberus designation rights) which influence board composition and oversight. The Board recommends a “FOR” vote, asserting the amendment is both narrow in scope and aligned with evolving Delaware corporate law, but investors may scrutinize whether such protections materially alter incentives or oversight in practice. Overall, the proposal is a legal-technical adjustment to the charter to bring officer liability in line with updated Delaware law while preserving core accountability exceptions.

6. 6

   Stockholder Proposal Regarding a Report on Human Rights Policy and Human Rights Due Diligence

   Shareholder — Oxfam America, Inc.Board: AGAINST

   Request that the Board prepare a report, at reasonable cost and omitting confidential information, on Albertsons’ human rights policy and any human rights due diligence processes to identify and address adverse human rights impacts in operations and supply chains.

   More detail

   The shareholder proponent (Oxfam America, Inc.) requests a report on Albertsons’ human rights policy and human rights due diligence (HRDD) processes to identify and address adverse human rights impacts across operations and supply chains, arguing that inadequate disclosure and past supplier incidents create reputational, operational, and financial risk. The proponent’s supporting statement cites alleged gaps in public disclosures, references to investigations and enforcement actions involving suppliers (warehouse safety violations, labor violations at suppliers, child labor allegations at a milk supplier), academic/NGO scorecards, and claims Albertsons has removed earlier web content—contending that a formal report would enable shareholders to assess risk and management’s mitigation. Management opposes the proposal, providing a multi-paragraph response asserting that the Company already has a Global Vendor Code, Code of Conduct, Responsible Seafood Policy, California supply chain disclosures, third-party audit rights, partnerships (e.g., FishWise, Tuna Transparency Pledge), and cross-functional remediation processes; management argues the requested report would yield minimal incremental benefit and divert resources. The contested issue hinges on whether existing policies, targeted audits, and supplier remediation constitute sufficient disclosure and practice versus whether an explicit HRDD report would materially improve investor oversight and risk visibility. Investors should evaluate the proposal against the company’s documented policies and processes, the cited supplier incidents, peer practices, and regulatory trends toward enhanced human rights due diligence and disclosure. The Board’s recommendation against the proposal and its stated remediation processes reflect a judgment that company-specific, targeted diligence is already in place; proponents emphasize transparency, comparability with peers, and documented incidents that suggest additional disclosure could reduce reputational and operational risk. The policy and practice debate centers on tradeoffs between additional reporting and potential resource diversion, the scope and granularity of disclosure investors seek, and the practical efficacy of supplier audit and remediation programs in reducing human rights abuses across complex supply chains.

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When is the Albertsons Companies Inc 2026 annual meeting?

Albertsons Companies Inc (ACI) holds its 2026 annual shareholder meeting on Thursday, August 6, 2026.

What is the record date for the Albertsons Companies Inc 2026 meeting?

The record date for the Albertsons Companies Inc 2026 meeting is Tuesday, June 9, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Albertsons Companies Inc's 2026 meeting?

The board is presenting 10 director nominees at the Albertsons Companies Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Albertsons Companies Inc 2026 meeting?

Shareholders will vote on 6 proposals at the Albertsons Companies Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.