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): May 27, 2008

SUPERVALU INC.

(Exact name of registrant as specified in its charter)

Delaware	1–5418	41–0617000
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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

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:

¨ 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.

(e) On May 27, 2008, the Executive Personnel and Compensation Committee of the Board of Directors of SUPERVALU INC. (the “Company”) approved the entry by the Company into an Excess Plan Agreement (the “Agreement”) with Michael L. Jackson, the President and Chief Operating Officer of the Company. The Agreement provides for benefits for Mr. Jackson in recognition of 5.08 years of service to the Company which is not otherwise taken into account under the SUPERVALU INC. Excess Benefits Plan (“Excess Plan”) and the SUPERVALU INC. Retirement Plan (“Retirement Plan”) for the time he spent at the Company’s West Coast Grocery Division. The amount of Mr. Jackson’s benefit for the 5.08 years of service described above is determined by subtracting (i) the benefit Mr. Jackson is entitled to receive under the terms of the Excess Plan from (ii) the increased benefit Mr. Jackson would receive under the terms of the Excess Plan if Mr. Jackson’s 5.08 years of service were taken into account as years of service with the Company that counted for the purpose of determining his Excess Plan benefit and his Retirement Plan benefit (the “Amount”). This determination shall be effective as of the earlier of the date of his separation from service (as defined in the SUPERVALU INC. Executive Deferred Compensation Plan (“EDC Plan”)) from the Company and all affiliated corporations or December 31, 2012. The value of the Amount is not presently known. The Amount will be converted to a single lump sum present value, which will be credited to Mr. Jackson’s account under the EDC Plan.

A copy of the Agreement will be filed as an exhibit to the Company’s next Quarterly Report on Form 10-Q.

Item 8.01 Other Events.

On May 28, 2008, the Company announced that its Board of Directors approved a 1.5 percent increase in the annual indicated dividend to $0.69 per share from last year’s level of $0.68 per share. The new quarterly dividend rate of $0.1725 per share will be effective with the September dividend payment.

The Company also announced that its Board of Directors adopted a new annual share repurchase program authorizing the Company to purchase up to $70 million of the Company’s common stock. Stock purchases will be made from time to time in open market purchases primarily from the cash generated from the settlement of stock options. This new annual share repurchase program replaces the existing $235 million share repurchase program authorized in April 2007.

The Company’s news release announcing the dividend and the share repurchase program is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	News release issued by SUPERVALU INC. dated May 28, 2008, relating to the dividend and the share repurchase program.

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: June 2, 2008
	By:	/s/ Burt M. Fealing
		Burt M. Fealing
		Vice President, Corporate Secretary and Chief Securities Counsel (Authorized Officer of Registrant)

2

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	News release issued by SUPERVALU INC. dated May 28, 2008, relating to the dividend and the share repurchase program.

3

EX-99.1

Exhibit 99.1

SUPERVALU Declares Quarterly Dividend and Authorizes Share Repurchase Program

MINNEAPOLIS—(BUSINESS WIRE)—May 28, 2008—SUPERVALU INC. (NYSE:SVU) today announced that its board of directors approved a 1.5 percent increase in the annual dividend to $0.69 per share from last year’s level of $0.68 per share. With this announcement, SUPERVALU continues its strong dividend history having paid dividends for 70 years. The new quarterly dividend rate of $0.1725 per share will be effective with the September dividend payment. The previously announced quarterly dividend rate, which is payable on June 16, 2008 to shareholders of record as of June 2, 2008 will be paid at last year’s quarterly amount of $0.17 per share.

Share Repurchase Authorization

SUPERVALU’s Board of Directors today adopted a new annual share repurchase program authorizing the company to purchase up to $70 million of the Company’s common stock. Stock purchases will be made from time to time in open market purchases primarily from the cash generated from the settlement of stock options. The annual authorization program announced today replaces the existing $235 million share repurchase program authorized in April 2007.

About SUPERVALU INC

SUPERVALU INC. is one of the largest companies in the United States grocery channel with estimated annual sales of $44 billion. SUPERVALU holds leading market share positions across the U.S. with its approximately 2,475 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 192,000 employees. For more information about SUPERVALU visit www.supervalu.com.

CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Except for the historical and factual information contained herein, the matters set forth in this news release, particularly those pertaining to SUPERVALU’s expectations or future operating results, statements as to the progress and expected benefits of the combination of the operations of Albertson’s, Inc. that were acquired in June 2006 with those of SUPERVALU, such as efficiencies, cost savings, synergies, market profile and financial strength, and the competitive ability and position of the combined company, and other statements identified by words such as “estimates,” “expects,” “projects,” “plans,” and similar expressions are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including the impact of economic and industry conditions, competition, security and food and drug safety issues, the integration of Albertsons operations, store expansion and remodeling, liquidity, labor relations issues, escalating costs of providing employee benefits, regulatory matters, self insurance, legal and administrative proceedings, information technology, security, severe weather, natural disasters and adverse climate changes continued provision of transition support services and accounting matters and other risk factors relating to our business or industry as detailed from time to time in SUPERVALU’s reports filed with the SEC. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this news release. Unless legally required, SUPERVALU undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

CONTACT: SUPERVALU INC.

David Oliver, 952-828-4540

VP, Investor Relations

david.m.oliver@supervalu.com or

Jean Giese, 952-828-4939

Director, Investor Relations

jean.giese@supervalu.com

SOURCE: SUPERVALU INC.