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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):
May 19, 2011
SAFEWAY INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 1-00041 | 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
(Registrants 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 15, 2011, the Board of Directors of Safeway Inc. approved the 2011 Equity and Incentive Award Plan (the 2011 Plan), subject to the approval of our stockholders. On May 19, 2011, our stockholders approved the 2011 Plan. For a description of the 2011 Plan, please see Proposal 4, Approval of Safeway Inc. 2011 Equity and Incentive Award Plan in Safeways definitive proxy statement for its 2011 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 1, 2011. The 2011 Plan and the forms of award agreements under the 2011 Plan are attached as exhibits to this Current Report on Form 8-K.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Our Annual Meeting of Stockholders was held on May 19, 2011, at which the stockholders voted on proposals as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
|||||||||||||
Proposal 1. Election of Directors |
||||||||||||||||
Steven A. Burd |
287,820,012 | 9,402,887 | 419,438 | 15,532,871 | ||||||||||||
Janet E. Grove |
295,269,022 | 1,746,936 | 626,380 | 15,532,871 | ||||||||||||
Mohan Gyani |
293,439,067 | 3,537,644 | 665,628 | 15,532,871 | ||||||||||||
Paul Hazen |
278,904,815 | 18,371,217 | 366,306 | 15,532,871 | ||||||||||||
Frank C. Herringer |
283,843,143 | 13,078,598 | 720,597 | 15,532,871 | ||||||||||||
Kenneth W. Oder |
283,489,639 | 13,565,401 | 587,298 | 15,532,871 | ||||||||||||
T. Gary Rogers |
294,736,953 | 2,413,032 | 492,353 | 15,532,871 | ||||||||||||
Arun Sarin |
294,196,313 | 2,743,689 | 702,336 | 15,532,871 | ||||||||||||
Michael S. Shannon |
283,702,074 | 12,911,810 | 1,028,454 | 15,532,871 | ||||||||||||
William Y. Tauscher |
293,942,040 | 3,181,803 | 518,495 | 15,532,871 | ||||||||||||
Proposal 2. Non-binding Advisory Vote on Executive Compensation (Say-on-Pay) |
157,188,349 | 137,479,043 | 2,974,946 | 15,532,871 |
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1 year | 2 years | 3 years | Abstentions | Broker Non-Votes |
||||||||||||||||
Proposal 3. Non-binding Advisory Vote on the Frequency of |
263,156,522 | 206,935 | 30,992,907 | 3,285,975 | 15,532,871 |
Votes For | Votes Against |
Abstentions | Broker Non-Votes |
|||||||||||||
Proposal 4. Approval of the 2011 Equity and Incentive Award Plan |
251,700,531 | 43,843,955 | 2,097,852 | 15,532,871 | ||||||||||||
Proposal 5. Re-approval of the 2001 Amended and Restated Operating Performance Bonus Plan |
284,613,018 | 12,573,454 | 455,866 | 15,532,871 | ||||||||||||
Proposal 6. Ratification of Appointment of Deloitte & Touche LLP as the Companys Independent Registered Public Accounting Firm for Fiscal Year 2011 |
302,754,765 | 9,930,668 | 489,776 | 0 | ||||||||||||
Proposal 7. Stockholder Proposal Regarding Cumulative Voting |
82,084,459 | 212,366,367 | 3,191,512 | 15,532,871 |
In accordance with the recommendation of our Board of Directors as set forth in the 2011 Proxy Statement, and based on the voting results for this proposal, we determined that an advisory vote to approve the compensation of our named executive officers will be conducted on an annual basis, until the next advisory vote on this matter is held.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
10(iii).36* | Safeway Inc. 2011 Equity and Incentive Award Plan | |
10(iii).37* | Form of Stock Option Grant Notice and Stock Option Agreement Non Canadian Participants under the Safeway Inc. 2011 Equity and Incentive Award Plan | |
10(iii).38* | Form of Stock Option Grant Notice and Stock Option Agreement Canadian Participants under the Safeway Inc. 2011 Equity and Incentive Award Plan | |
10(iii).39* | Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the Safeway Inc. 2011 Equity and Incentive Award Plan |
* | Management contract, or compensatory plan or arrangement |
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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: May 25, 2011 | By: | /s/ Robert A. Gordon | ||||
Name: | Robert A. Gordon | |||||
Title: | Senior Vice President, | |||||
Secretary & General Counsel |
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EXHIBIT INDEX
Exhibit |
||
10(iii).36* | Safeway Inc. 2011 Equity and Incentive Award Plan | |
10(iii).37* | Form of Stock Option Grant Notice and Stock Option Agreement Non Canadian Participants under the Safeway Inc. 2011 Equity and Incentive Award Plan | |
10(iii).38* | Form of Stock Option Grant Notice and Stock Option Agreement Canadian Participants under the Safeway Inc. 2011 Equity and Incentive Award Plan | |
10(iii).39* | Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the Safeway Inc. 2011 Equity and Incentive Award Plan |
* | Management contract, or compensatory plan or arrangement |
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