[8-K] Albertsons Companies, Inc. Reports Material Event

Rhea-AI Filing Summary

Albertsons Companies, Inc. held its 2025 annual meeting of stockholders and elected each nominee to the board to serve until the 2026 annual meeting. Most director nominees received strong affirmative support, with multiple nominees receiving more than 460 million votes in favor; one nominee, Brian Kevin Turner, received 422,786,109 votes for and 52,191,801 votes against. Shareholders ratified Deloitte & Touche LLP as the independent auditor for the fiscal year ending February 28, 2026 with 508,402,571 votes for. The advisory vote on executive compensation passed with 460,283,632 votes for. Three stockholder proposals requesting reports on food waste, human rights due diligence, and risks from state reproductive health policies were not approved, receiving 38.6M, 50.1M, and 21.6M votes in favor, respectively, while a large majority voted against each. Broker non-votes totaled 38,803,872 across several proposals.

Positive

• All director nominees were elected to serve until the 2026 annual meeting.
• Deloitte & Touche LLP was ratified as the independent registered public accounting firm with 508,402,571 votes for.
• Advisory approval of executive compensation passed with 460,283,632 votes for.

Negative

• Three stockholder ESG proposals were not approved: food waste reporting (38,627,239 for vs 434,542,262 against), human rights reporting (50,116,337 for vs 423,073,242 against), and reproductive health risks reporting (21,612,709 for vs 449,458,807 against).
• Notable opposition for one director: Brian Kevin Turner received 52,191,801 votes against, higher than other director opposition totals.

Insights

Corporate Governance Expert

TL;DR: Routine annual meeting outcomes: full slate elected, auditor ratified, advisory pay approved; ESG proposals decisively rejected by shareholders.

The election of all nominees maintains the incumbent governance team and continuity on the board. Vote totals show broad support for most directors, though one director had notably higher opposition, which may indicate localized shareholder concerns. Ratification of Deloitte with over 508 million affirmative votes secures the company’s auditor for the coming fiscal year. The advisory approval of executive compensation with approximately 460 million votes for constitutes a clear, non-binding endorsement of pay practices. The rejection of three ESG-related proposals by wide margins signals that the shareholder base did not support these specific reporting demands at this meeting.

Securities Analyst

TL;DR: Outcomes are largely neutral for near-term market impact: governance stability preserved, auditor continuity confirmed, ESG proposals failed to gain traction.

The results are routine from a market perspective. Electing the full slate reduces governance uncertainty. Auditor ratification eliminates a potential follow-on disclosure event regarding audit firm change. The say-on-pay approval removes an active shareholder governance pressure point for management. The failed ESG proposals may matter to specific investor constituencies, but the aggregate vote counts show these items lacked sufficient support from the broader shareholder base. Broker non-votes of 38.8 million affected voting totals on several proposals and should be noted when assessing vote percentages.

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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):

August 7, 2025

Albertsons Companies, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-39350

47-4376911

(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 class			Trading Symbol(s)			Name of each exchange on which registered
Class A common stock, $0.01 par value			ACI			New 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 5.07 Submission of Matters to a Vote of Security Holders.

On August 7, 2025, Albertsons Companies, Inc. (the "Company") held its 2025 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 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified, or until their earlier resignation or removal.

Nominee						For						Against						Abstain						Broker Non-Votes
Sharon Allen						390,524,870						84,483,478						766,004						38,803,872
Frank Bruno						467,790,172						7,212,840						771,340						38,803,872
James Donald						462,273,538						12,727,853						772,961						38,803,872
Kim Fennebresque						443,915,072						31,090,189						769,091						38,803,872
Allen Gibson						468,112,830						6,889,879						771,643						38,803,872
Lisa Gray						467,362,657						7,644,708						766,987						38,803,872
Sarah Mensah						469,525,423						4,391,447						1,857,482						38,803,872
Susan Morris						470,334,906						4,689,708						749,738						38,803,872
Alan Schumacher						467,018,721						7,982,329						773,302						38,803,872
Brian Kevin Turner						422,786,109						52,191,801						796,442						38,803,872
Mary Elizabeth West						468,989,931						5,902,739						881,682						38,803,872

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 28, 2026. The voting results were as follows:

For						Against						Abstain
508,402,571						5,294,741						880,912

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:

For						Against						Abstain						Broker Non-Votes
460,283,632						14,137,993						1,352,727						38,803,872

Proposal 4: Stockholder Proposal Regarding Food Waste Reporting

Stockholders did not approve a proposal requesting the Company to disclose specific food waste measurements. The voting results were as follows:

For						Against						Abstain						Broker Non-Votes
38,627,239						434,542,262						2,604,851						38,803,872

Proposal 5: 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:

For						Against						Abstain						Broker Non-Votes
50,116,337						423,073,242						2,584,773						38,803,872

Proposal 6: Stockholder Proposal for a Report on Risks of State Policies on Reproductive Health Care

Stockholders did not approve a proposal requesting a report on the risks of state policies restricting reproductive health care. The voting results were as follows:

For						Against						Abstain						Broker Non-Votes
21,612,709						449,458,807						4,702,836						38,803,872

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 13, 2025			By:			/s/ Thomas Moriarty
			Name:			Thomas Moriarty
			Title:			Executive Vice President, M&A and Corporate Affairs

FAQ

Who was elected to the Albertsons (ACI) board at the 2025 annual meeting?

All nominees were elected. The elected directors are Sharon Allen, Frank Bruno, James Donald, Kim Fennebresque, Allen Gibson, Lisa Gray, Sarah Mensah, Susan Morris, Alan Schumacher, Brian Kevin Turner, and Mary Elizabeth West.

Did Albertsons (ACI) shareholders ratify Deloitte as auditor?

Yes. Shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm with 508,402,571 votes for, 5,294,741 against, and 880,912 abstentions.

What was the result of the advisory vote on executive compensation (say-on-pay)?

The advisory vote to approve the named executive officers' compensation passed with 460,283,632 votes for, 14,137,993 against, 1,352,727 abstentions, and 38,803,872 broker non-votes.

What happened to the stockholder proposal on food waste reporting?

The food waste reporting proposal was not approved. It received 38,627,239 votes for, 434,542,262 votes against, 2,604,851 abstentions, and 38,803,872 broker non-votes.

How many broker non-votes were recorded and did they affect outcomes?

Broker non-votes totaled 38,803,872 on several proposals. These non-votes reduced the number of shares voting on certain items but are reported separately from votes for or against.