-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NyBLr4bi7gnI9mYzITXvye/7aXK9ntUoASUSPqtWtn6K3LdDNr3vq2XXpnjnHJT3 wCW/If16rVb8f5hCGZy0jw== 0001157523-07-001581.txt : 20070214 0001157523-07-001581.hdr.sgml : 20070214 20070214173350 ACCESSION NUMBER: 0001157523-07-001581 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070208 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUPERVALU INC CENTRAL INDEX KEY: 0000095521 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 410617000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0225 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05418 FILM NUMBER: 07623413 BUSINESS ADDRESS: STREET 1: 11840 VALLEY VIEW RD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 9528284000 MAIL ADDRESS: STREET 1: 11840 VALLEY VIEW ROAD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 FORMER COMPANY: FORMER CONFORMED NAME: SUPER VALU STORES INC DATE OF NAME CHANGE: 19920703 8-K 1 a5334964.txt SUPERVALU INC. 8-K 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): February 8, 2007 SUPERVALU INC. -------------- (Exact name of registrant as specified in its charter) Delaware 1-5418 41-0617000 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 11840 Valley View Road Eden Prairie, Minnesota 55344 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (952) 828-4000 -------------- -------------------------------------------------------------------- (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 February 8, 2007, the Board of Directors of SUPERVALU INC. (the "Company") approved a plan of retirement for John H. Hooley, executive vice president and president, Retail East. On February 13, 2007, the Company issued a press release announcing that Mr. Hooley plans to retire from the company later this spring, a copy of the press release is attached as Exhibit 99.1 to this report. In connection with Mr. Hooley's retirement, the Company amended the Restricted Stock Unit Award Agreement, dated as of December 1, 2003 (the "RSU Agreement"), between Mr. Hooley and the Company, to provide that, as of April 27, 2007, which is the effective date of Mr. Hooley's retirement, 22,800 of the restricted stock units previously issued under the RSU Agreement will vest and the remaining 17,200 restricted stock units will be forfeited. Under the RSU Agreement, as amended, and subject to its terms, on the date Mr. Hooley reaches age 60 or earlier upon his death, one share of the Company's common stock will be issued, without restriction, for each restricted stock unit that has vested as of such date. The foregoing summary of the terms of the RSU Agreement, as amended, is qualified in its entirety by reference to (a) Amendment No. 1 to Restricted Stock Unit Award Agreement, dated as of February 14, 2007, a copy of which is attached as an exhibit to this report, and (b) the RSU Agreement, a copy of which was filed as Exhibit 10.27 to the Company's Annual Report on Form 10-K for the period ended February 28, 2004. In addition, the Company announced that as of April 27, 2007, Mike Jackson, the Company's president and chief operating officer, will lead the Company's Retail East operations and Janel Haugarth, executive vice president and president and chief operating officer of Supply Chain Services, will now report directly to Jeff Noddle, the chairman and CEO, and will be responsible for all supply chain activities, including Total Logistic Control (TLC), the company's third-party logistics offering. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit Number Description 99.1 Press release of SUPERVALU INC. dated February 13, 2007 99.2 Amendment No. 1 to Restricted Stock Unit Award Agreement dated as of February 14, 2007 between John H. Hooley and SUPERVALU INC. 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. SUPERVALU INC. (Registrant) Date: February 14, 2007 By: /s/ Burt M. Fealing ------------------------------- Corporate Secretary (Authorized Officer of Registrant) EXHIBIT INDEX Exhibit Description of Exhibit - ------- ---------------------- 99.1 Press release of SUPERVALU INC. dated February 13, 2007 99.2 Amendment No. 1 to Restricted Stock Unit Award Agreement dated as of February 14, 2007 between John H. Hooley and SUPERVALU INC. EX-99.1 2 a5334964-ex991.txt EXHIBIT 99.1 Exhibit 99.1 SUPERVALU Veteran John Hooley Announces Plans to Retire Mike Jackson, SUPERVALU President and Chief Operating Officer, to Lead Retail East Operations MINNEAPOLIS--(BUSINESS WIRE)--Feb. 13, 2007--SUPERVALU INC. (NYSE:SVU) announced today that John Hooley, executive vice president and president of Retail East, plans to retire from the company later this spring following a very successful 33 years with SUPERVALU, during which he held multiple leadership roles across the company's retail operations. Hooley's retirement will take effect at the end of April, at which point Mike Jackson, SUPERVALU president and chief operating officer, will lead the company's Retail East operations. "John Hooley is one of the most skilled grocery executives whom I have ever worked with, and on behalf of the company I would like to express my thanks and appreciation for his years of service as well as his tremendous contributions to SUPERVALU, which include building our company's expertise in retail," Jeff Noddle, SUPERVALU chairman and CEO, said. "I am very pleased that John will be handing over the reins to Mike Jackson, another seasoned executive who has a rich blend of leadership experience across both retail and supply chain operations. I am confident that Mike will provide the expertise and continuity necessary to complement the strong leadership that exists today across the entire Retail East region." Jackson has been with the company for 28 years, serving in a variety of leadership roles in both supply chain services and retail operations, including senior vice president of operations for Retail Food Companies as well as executive vice president and president of Distribution Food Companies. In his expanded role, Jackson will have responsibility for all Retail East operations, including Shaw's, Acme, Shoppers and Farm Fresh. Jackson will continue to serve as president and chief operating officer with responsibility for Six Sigma, the Save-A-Lot extreme-value format and the Enterprise Office. The bigg's and Scott's banners, which were previously part of Retail East, will become part of Retail Midwest under the leadership of Kevin Tripp, executive vice president and president of Retail Midwest. "Our Retail East region consists of some of the most recognized brands in the grocery retail industry, all with deep ties to the communities they serve," Jackson said. "I look forward to working with our teams in this region to ensure that they have the tools they need to continue to deliver the very best offer for their customers while fully leveraging the scale of our enterprise." Janel Haugarth, SUPERVALU executive vice president and president and chief operating officer of Supply Chain Services, who previously reported to Jackson, will now report directly to Jeff Noddle and will be responsible for all supply chain activities, including Total Logistic Control (TLC), the company's third-party logistics offering. Jackson will work closely with Hooley over the coming months to ensure a smooth transition of Hooley's responsibilities for Retail East. Hooley has deep roots in the grocery business - his family founded the Cub Foods operation in 1968 and he joined the business in 1974. A major contributor to the growth of SUPERVALU's retail business, Hooley held a number of leadership roles at Cub Foods following SUPERVALU's acquisition of the banner in 1980 before moving through the SUPERVALU leadership ranks. Hooley was named executive vice president and president of SUPERVALU's Retail East operations following the completion of the company's merger with Albertsons in 2006. He is well-known in the industry for his retail expertise, and in 1997, the Minnesota Grocers Association honored Hooley as the Minnesota Outstanding Grocer. "My career at SUPERVALU has been extremely rewarding, and I feel privileged to have had the opportunity to work with Jeff Noddle and our leadership team, which consists of some of the finest grocery professionals in the industry," Hooley said. "When you look across the enterprise at the depth of retail and supply chain expertise that exists in our company, there is no question that SUPERVALU will continue to pave the way for sustainable success." Hooley added, "I had always promised myself that I would try something new once I reached this stage of my life, and I am excited about the challenges that await me. Although I will miss the people with whom I have worked throughout the SUPERVALU organization over the years, I look forward to watching these talented individuals lead the company to a successful future in what has become a very exciting industry." About SUPERVALU SUPERVALU INC. is one of the largest companies in the United States grocery channel with annual sales approaching $40 billion. SUPERVALU holds leading market share positions across the U.S. with its approximately 2,500 retail grocery locations. Through SUPERVALU's nationwide supply chain network, the company provides distribution and related logistics support services to more than 5,000 grocery endpoints across the country. SUPERVALU currently has approximately 200,000 associates. For more information about SUPERVALU visit www.supervalu.com. CONTACT: SUPERVALU INC. Media: Haley Meyer, 952-828-4786 Haley.Meyer@supervalu.com or Investors & Financial Media: Yolanda Scharton, 952-828-4540 Yolanda.Scharton@supervalu.com EX-99.2 3 a5334964-ex992.txt EXHIBIT 99.2 Exhibit 99.2 AMENDMENT NO. 1 TO RESTRICTED STOCK UNIT AWARD AGREEMENT This Amendment No. 1 to Restricted Stock Award Agreement, dated as of February 14, 2007 ("Amendment No. 1"), amends the Restricted Stock Unit Award Agreement, dated as of December 1, 2003 (the "RSU Agreement"), by and between SUPERVALU INC. (the "Company") and John H. Hooley (the "Participant"). The Company and the Participant wish to amend the RSU Agreement in connection with the Participant's proposed retirement. NOW, THEREFORE, the parties hereby agree as follows: 1. Sections 3(b) of the RSU Agreement is hereby amended and restated in its entirety to provide as follows: (b) Notwithstanding the vesting provisions contained in Section 3(a), but subject to the other terms and conditions contained herein, upon the Participant's termination of employment with the Company or a subsidiary of the Company after the date of this Amendment No. 1 due to his retirement, 22,800 of the Restricted Stock Units shall vest immediately and 17,200 of the Restricted Stock Units shall be forfeited by the Participant. 2. Sections 3(c) and 3(d) of the RSU Agreement are hereby deleted in their entirety. 3. Section 4 of the RSU Agreement is amended and restated in its entirety to provide as follows: (a) If all or a portion of the Restricted Stock Units vest pursuant to Section 3 above, the Company shall make payment to the Participant by issuing one share of the Company's Common Stock for each Restricted Stock Unit that has vested pursuant to Section 3 above on the date the Participant reaches age 60 (the "Payment Date"). Promptly following the Payment Date, the Company shall cause to be issued one or more stock certificates, registered in the name of the participant, evidencing the shares issued in payment of the Restricted Stock Units. (b) If the Participant should die before reaching age 60 and Restricted Stock Units shall have vested as of the date of such death as provided in Section 3 above, then, notwithstanding the payment provisions of Section 4(a) above, the Company promptly shall cause to be issued one or more stock certificates, registered in the name of the Participant's legal representatives, beneficiaries or heirs, as the case may be, evidencing the shares issued in payment of the vested Restricted Stock Units. (c) For purposes of this Agreement, the date of the Participant's termination of employment shall be the date on which the Participant actually or effectively ceases to be an employee of the Company or a subsidiary of the Company, in accordance with the Company's personnel policies. The Participant shall not be deemed to have terminated employment as a result of short-term illness, vacation or other authorized leave of absence, provided the Participant continues to be an employee and returns to his duties as an employee following the completion of such illness, vacation or other absence. (d) The Participant shall also not be deemed to have terminated employment as a result of a disability, which renders the Participant incapable of returning to work. In the event of such a disability, the Restricted Stock Units shall continue to vest as and when provided in Section 3 and shall be paid as and when provided in Section 4(a) or Section 4(b) above as if the Participant had remained employed by the Company. For purposes of this Section 4(d), "disability" is defined as eligibility for long-term disability payments under the applicable Long-Term Disability Plan of the Company. 4. All other provisions of the RSU Agreement will remain in full force and effect as set forth in the RSU Agreement and are not affected in any way by this Amendment No. 1. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed on the date first written above by their respective officers thereunto duly authorized. SUPERVALU INC. By /s/ David Pylipow ----------------------------------- Its Executive Vice President ----------------------------------- PARTICIPANT: /s/ John H. Hooley ------------------ John H. Hooley 2 -----END PRIVACY-ENHANCED MESSAGE-----