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.
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(Exact name of registrant as specified in its charter)
Delaware 1-5418 41-0617000
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
11840 Valley View Road
Eden Prairie, Minnesota 55344
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (952) 828-4000
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(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
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Corporate Secretary
(Authorized Officer of Registrant)
EXHIBIT INDEX
Exhibit Description of Exhibit
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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.