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Albertsons Companies (ACI) shareholders back charter changes and officer protections

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Albertsons Companies, Inc. reported results from its August 6, 2026 annual stockholder meeting and related charter changes. Stockholders approved amendments to the certificate of incorporation to replace certain supermajority requirements with a majority voting standard for changing board size, removing directors, and amending bylaws, and to limit the liability of certain officers to the fullest extent permitted by Delaware law. A certificate of amendment and an amended and restated certificate of incorporation were filed on August 11, 2026 to implement these changes. All director nominees were elected, Deloitte & Touche LLP was ratified as auditor for the fiscal year ending February 27, 2027, and executive compensation was approved on an advisory basis. A stockholder proposal requesting a report on human rights policy and due diligence did not pass.

Positive

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Negative

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Auditor ratification votes for 450,384,824 Votes for ratifying Deloitte & Touche LLP for fiscal year ending February 27, 2027
Say-on-pay votes for 381,088,701 Advisory approval of named executive officer compensation
Supermajority elimination votes for 391,794,776 Approval of amendment eliminating certain supermajority voting requirements
Officer liability limitation votes for 348,331,934 Approval of amendment limiting certain officer liability under Delaware law
Human rights report proposal votes for 38,743,903 Support for stockholder proposal on human rights policy and due diligence
Highest director support 391,494,321 Votes for director nominee Brian Rice
supermajority voting requirements regulatory
"amending the Certificate of Incorporation to eliminate certain supermajority voting requirements"
broker non-votes financial
"For | Against | Abstain | Broker Non-Votes 381,088,701 | 11,267,564 | 590,656 | 64,994,121"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote regulatory
"Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers."
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
DGCL regulatory
"limit the liability of certain officers to the fullest extent permitted by the DGCL."
Amended and Restated Certificate of Incorporation regulatory
"a restated Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation")"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.

FAQ

What governance changes did Albertsons (ACI) stockholders approve at the 2026 annual meeting?
Stockholders approved amendments to the certificate of incorporation eliminating certain supermajority voting requirements and adopting a majority vote standard for changing board size, removing directors, and amending bylaws, and added officer liability limitations permitted by Delaware law.

Which director nominees were elected at Albertsons (ACI) 2026 annual meeting and with what support?
All listed nominees, including Sharon Allen (388,575,353 for) and Brian Rice (391,494,321 for), were elected to serve until the 2027 annual meeting, each receiving significantly more votes for than against, with substantial broker non-votes reported.

Did Albertsons (ACI) stockholders approve the auditor for fiscal year ending February 27, 2027?
Yes. Stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm with 450,384,824 votes for, 5,195,325 against, and 2,360,893 abstentions for the fiscal year ending February 27, 2027.

How did Albertsons (ACI) stockholders vote on executive compensation in 2026?
On an advisory basis, stockholders approved named executive officer compensation with 381,088,701 votes for, 11,267,564 against, 590,656 abstentions, and 64,994,121 broker non-votes, indicating majority support for the company’s executive pay program.

What happened to the Albertsons (ACI) stockholder proposal on a human rights report?
Stockholders did not approve the proposal requesting a report on human rights policy and due diligence. It received 38,743,903 votes for, 348,826,470 against, 5,376,548 abstentions, and 64,994,121 broker non-votes, so the proposal failed.

When did Albertsons (ACI) file the amended and restated certificate of incorporation?
The company filed a certificate of amendment and an amended and restated certificate of incorporation with the Delaware Secretary of State on August 11, 2026, implementing the stockholder-approved governance amendments.

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Understanding 8-K Material Events →
00016469722/27False00016469722026-08-112026-08-11

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):
August 6, 2026
 
Albertsons Companies, Inc.
(Exact Name of Registrant as Specified in Charter)
 
Delaware001-3935047-4376911
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)
 
250 Parkcenter Blvd.
Boise, Idaho 83706
(Address of principal executive office and zip code)
(208) 395-6200
(Registrant’s telephone number, including area code)
Not Applicable
(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:
☐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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, $0.01 par valueACINew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐




Item 5.03
Amendments to Articles of Incorporation or Bylaws.

As reported below in Item 5.07 to this Current Report on Form 8-K, on August 6, 2026 at the 2026 annual meeting of stockholders (the "Annual Meeting") of Albertsons Companies, Inc. (the "Company"), the holders of the Company's common stock approved amendments to the Company's restated certificate of incorporation (the "Certificate of Incorporation") to:

•amend Article V, VI and XI of the Certificate of Incorporation to provide that the stockholder vote required to (i) increase or decrease the authorized number of directors; (ii) remove directors with or without cause; and (iii) adopt, amend or repeal any provision of the Company's Bylaws will be the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of capital stock; and
•amend Article X.B of the Certificate of Incorporation to limit the liability of certain officers to the fullest extent permitted by the DGCL.

On August 11, 2026, the Company filed a certificate of amendment (the "Certificate of Amendment") to the Certificate of Incorporation and a restated Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation") with the Secretary of State of the State of Delaware to implement the foregoing amendments.

The foregoing summary of the Certificate of Amendment and the Restated Certificate of Incorporation is qualified in its entirety by reference to the full text of the Certificate of Amendment and the Amended and Restated Certificate of Incorporation, copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.

Item 5.07
Submission of Matters to a Vote of Security Holders.

On August 6, 2026, the Company held its 2026 annual meeting of stockholders (the "Annual Meeting"). The final voting results for each proposal presented at the Annual Meeting are detailed below.

Proposal 1: Election of Directors

Stockholders elected each of the following individuals to serve as directors until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified, or until their earlier resignation or removal.

NomineeForAgainstAbstainBroker Non-Votes
Sharon Allen388,575,3534,202,633168,93564,994,121
Frank Bruno390,310,3112,480,406156,20464,994,121
Kim Fennebresque370,788,27321,989,116169,53264,994,121
Susan Morris390,539,0472,249,938157,93664,994,121
Brian Rice391,494,3211,297,546155,05464,994,121
Alan Schumacher389,777,0293,013,484156,40664,994,121
Brian Kevin Turner389,784,5942,991,772170,55564,994,121
Mary Elizabeth West375,179,65217,611,441155,82864,994,121
Scott Wille390,344,5352,446,496155,89064,994,121
David Zinsner374,391,00418,395,278160,63964,994,121

Proposal 2: Ratification of Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm

Stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending February 27, 2027. The voting results were as follows:

ForAgainstAbstain
450,384,8245,195,3252,360,893

Proposal 3: Advisory Vote to Approve the Compensation of the Company's Named Executive Officers

Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers. The voting results were as follows:



ForAgainstAbstainBroker Non-Votes
381,088,70111,267,564590,65664,994,121

Proposal 4: Approval of the Amendment to the Certificate of Incorporation to Eliminate Certain Supermajority Voting Requirements

Stockholders approved a proposal amending the Certificate of Incorporation to eliminate certain supermajority voting requirements. The voting results were as follows:

ForAgainstAbstainBroker Non-Votes
391,794,7761,017,890134,25564,994,121

Proposal 5: Approval of the Amendment to the Certificate of Incorporation to Limit Certain Liability of Officers as Permitted by Delaware Law

Stockholders approved a proposal amending the Certificate of Incorporation to limit certain liability of officers as permitted by Delaware law. The voting results were as follows:

ForAgainstAbstainBroker Non-Votes
348,331,93444,039,963575,02464,994,121

Proposal 6: Stockholder Proposal for a Report on Human Rights Policy and Human Rights Due Diligence

Stockholders did not approve a proposal requesting a report on the Company's human rights policy and human rights due diligence process. The voting results were as follows:

ForAgainstAbstainBroker Non-Votes
38,743,903348,826,4705,376,54864,994,121

Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
3.1
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Albertsons Companies, Inc.
3.2
Amended and Restated Certificate of Incorporation of Albertsons Companies, Inc.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Albertsons Companies, Inc.
(Registrant)
August 11, 2026By:/s/ Thomas Moriarty
Name:Thomas Moriarty
Title:Executive Vice President, M&A and Corporate Affairs


Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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