SUPERVALU INC.
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(Exact Name of Registrant as Specified in its Charter)
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Delaware
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1-5418
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41-0617000
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(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
11840 Valley View Road
Eden Prairie, Minnesota
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55344 |
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(Address of Principal Executive Offices)
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(Zip code)
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(952) 828-4000
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(Registrant’s telephone number, including area code) |
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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(1) |
A proposal to adopt the Agreement and Plan of Merger, dated as of July 25, 2018 (as amended October 10, 2018, the “Merger Agreement”), by and among the Company, SUPERVALU Enterprises, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, United Natural Foods, Inc., a Delaware corporation (“UNFI”), and Jedi Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of UNFI (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of UNFI (the “Merger Proposal”). The proposal was approved and received the following votes:
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For
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Against
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Abstain
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||
31,272,054
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88,785
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694,039
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(2) |
A proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger. The proposal was approved and received the following votes:
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For
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Against
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Abstain
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28,915,112
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2,171,543
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968,223
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(3) |
A proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement or in the absence of a quorum (the “Adjournment Proposal”). The Adjournment Proposal received the following votes:
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For
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Against
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Abstain
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29,077,042
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2,056,230
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921,606
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Item 8.01
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Other Events.
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Item 9.01
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Exhibits.
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(d)
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Exhibits
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Exhibit No.
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Description
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Press Release, dated October 18, 2018
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SUPERVALU INC. | |||
Dated: October 18, 2018
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By:
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/s/ Stuart D. McFarland | |
Name:
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Stuart D. McFarland
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Title:
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Senior Vice President General Counsel and Corporate Secretary
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