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Section 1: 8-K (8-K)

Document


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):
September 11, 2018
 
Albertsons Companies, Inc.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
 
333-205546
 
47-5579477
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
250 Parkcenter Blvd, Boise, ID
 
83706
(Address of Principal Executive Offices)
 
(Zip Code)
(208) 395-6200
(Registrant’s telephone number, including area code)
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
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 o
 
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. o






Item 5.02
 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 12, 2018, Albertsons Companies, Inc. ("ACI" or "the Company") announced the appointment of James L. Donald, as the Company's Chief Executive Officer and President, effective September 11, 2018.  Mr. Donald will succeed Robert G. Miller, who is remaining as Chairman of ACI. 

Mr. Donald, age 64, has previously served as ACI's President and Chief Operating Officer since March 2018.
 
Prior to joining ACI, Mr. Donald most recently served as Chief Executive Officer and Director of Extended Stay America, Inc., a large North American owner and operator of hotels, and its subsidiary, ESH Hospitality, Inc. (together with Extended Stay America, Inc., "ESH"), from February 2012 to August 2015, and as Senior Advisor of ESH from July 2015 to December 2015. Prior to joining ESH, Mr. Donald served as President, Chief Executive Officer and Director of Starbucks Corporation, President and Chief Executive Officer of regional food and drug retailer Haggen Food & Pharmacy, Chairman, President and Chief Executive Officer of regional food and drug retailer Pathmark Stores, Inc., and in a variety of other senior and executive roles at Wal-Mart Stores, Inc., Safeway Inc. and Albertsons, Inc.  Mr. Donald began his grocery and retail career in 1971 with Publix Super Markets, Inc.  Mr. Donald has served on the Advisory Board of Jacobs Holding AG, a Switzerland-based global investment firm, since 2015, and as a member of the Board of Directors at Barry Callebaut AG, a Switzerland-based manufacturer of chocolate and cocoa, since 2008.  Mr. Donald previously served as a Director of Rite Aid Corporation from May 2008 to June 2013.

There have been no modifications to Mr. Donald's existing employment agreement with the Company. There are no arrangements or understandings with any person pursuant to which Mr. Donald is being appointed Chief Executive Officer of ACI. There are no family relationships between Mr. Donald and any director or executive officer of ACI, and he is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Miller will continue to receive payments and benefits as provided under and subject to the conditions set forth in his existing employment agreement with the Company.

A copy of the press release announcing the appointment of Mr. Donald as Chief Executive Officer is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01
 
Financial Statements and Exhibits.
(d) Exhibits.
    99.1 Press Release dated September 12, 2018






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)
 
 
 
September 14, 2018
By:
/s/ Robert A. Gordon
 
Name:
Robert A. Gordon
 
Title:
Executive Vice President and General Counsel
 
 
 



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Section 2: EX-5.02 (EXHIBIT 5.02)

Exhibit


395008423_acilogo.gif
For Immediate Release
Albertsons Companies Appoints Jim Donald President and Chief Executive Officer
Bob Miller to Continue as Chairman of the Board
Boise, Idaho, September 12, 2018 (GLOBE NEWSWIRE) – Albertsons Companies announced today that Jim Donald, currently the company’s President and Chief Operating Officer, has been appointed President and Chief Executive Officer of Albertsons Companies, effective immediately. Robert Miller, currently the company’s Chairman and Chief Executive Officer, will continue as the Chairman of the Board.
Miller and Donald are two of grocery retail’s preeminent leaders. Miller’s 57-year retail career began as a high school job in Southern California in the backroom of a neighborhood supermarket. He took on roles of increasing responsibility, culminating in his serving as Executive Vice President of Operations for Albertsons, Inc. Miller left Albertsons in 1991 and went on to serve as Chief Executive officer of Fred Meyer, Inc.; Chief Operating Officer and Vice Chairman of Kroger; and Chief Executive Officer of Rite Aid. In 2006, Miller returned to lead Albertsons LLC as CEO following the divestiture of Albertson’s, Inc.’s assets.
Donald’s 47-year retail career began as a trainee in Florida with Publix Supermarkets. He joined Albertsons in 1976, which culminated in his being appointed Vice President of Operations in Arizona. In 1991, he was recruited personally by Sam Walton to join Walmart to lead the development of their grocery business and Superstore concept. Donald subsequently left for Safeway in 1994 to be the Senior Vice President of their 130-store Eastern region, a position he held for two years. His first Chief Executive Officer role was at Pathmark Stores from 1996 through 2002, followed by his most well-known appointment as President and Chief Executive Officer at Starbucks, where he notably led the company through record growth, including five straight years of 20%+ annual earnings increases. Post Starbucks, Donald served as Chief Executive Officer of two other companies, Haggen and Extended Stay America, Inc. Named one of the “Top 25 CEOs in the World” by The Best Practice Institute and one of Business Travel News’ “25 Most Influential Business Travel Executives” in 2013 for his leadership of Extended Stay America where he led its successful $565 million IPO, Donald joined Albertsons Companies in March 2018 as President and Chief Operating Officer.
“Jim is an exceptional retailer. In the seven months since he joined Albertsons Companies, he’s flown tens of thousands of miles and met personally with thousands of employees in hundreds of our stores, distribution centers, manufacturing plants, and offices around the country,” Miller said. “His expertise in listening to front line employees and customers, facilitating employee engagement and generating sales is unmatched, and there is no better leader for Albertsons Companies at this stage in our evolution.”
“Albertsons Companies is uniquely positioned to operate in both a ‘four walls’ traditional environment and the ‘no walls’ world of technology,” Donald said. “We serve 34 million customers each week across our 2,300-plus stores and serve 5.5 million patients in our 1,700-plus pharmacies. That’s a significant food, health, and wellness footprint. We’re well positioned to serve the evolving needs of today’s customer, wherever and whenever they choose to shop with us. I am looking forward to leading this dynamic company as we focus on innovation and customer-centric retailing in all its forms.”






About Albertsons Companies
Albertsons Companies, Inc. is one of the largest food and drug retailers in the United States, with both a strong local presence and national scale. Albertsons Cos. operates stores across 35 states and the District of Columbia under 20 well-known banners including Albertsons, Safeway, Vons, Jewel-Osco, Shaw’s, Acme, Tom Thumb, Randalls, United Supermarkets, Pavilions, Star Market, Haggen and Carrs, as well as meal kit company Plated based in New York City. Albertsons Cos. is committed to helping people across the country live better lives by making a meaningful difference, neighborhood by neighborhood. In 2017 alone, along with the Albertsons Companies Foundation, the Company gave nearly $300 million in food and financial support. These efforts helped millions of people in the areas of hunger relief, education, cancer research and treatment, programs for people with disabilities and veterans outreach.
Important Notice Regarding Forward-Looking Statements
This release may include forward-looking statements within the meaning of the federal securities laws. Forward-looking statements contain information about future operating or financial performance. Forward-looking statements are based on the Company's current expectations and assumptions about market conditions and its future operating performance which we believe to be reasonable at this time. The words “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, as well as assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated. A further list and description of risks and uncertainties can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended February 24, 2018 filed with the Securities and Exchange Commission (the “SEC”) and other documents that the Company may file or furnish with the SEC, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.

Albertsons Companies Contact
Christine Wilcox, Vice President, Communications & Education
christine.wilcox@albertsons.com
www.albertsonscompanies.com



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