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): October 2, 2008
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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N/A
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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:
|_| 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On October 2, 2008, the Board of Directors of SUPERVALU INC. (the "Corporation")
approved the following amendments to the Corporation's Restated Bylaws.
Section 2.15(a) of the Corporation's Restated Bylaws was amended, among other
things, to expand the information required to be provided by any stockholder who
submits a nomination for election or reelection to the Board of Directors or a
stockholder proposal for consideration at an Annual Meeting of Stockholders. As
part of the expanded information, a stockholder submitting a nomination or
proposal must disclose whether the stockholder has hedged its ownership of, or
entered into any transaction that has the effect of increasing or decreasing its
economic risk or voting power with respect to, the Corporation's common stock.
Section 2.15(a)(2) of the Corporation's Restated Bylaws, as amended, states in
pertinent part that a stockholder's notice to be proper must include "... (C) as
to the stockholder giving the notice and any Stockholder Associated Person ...
(iii) whether and the extent to which any hedging or other transaction or series
of transactions has been entered into by or on behalf of, or any other
agreement, arrangement or understanding (including any short position or any
borrowing or lending of shares) has been made, the effect or intent of which is
to mitigate loss to or manage risk or benefit of share price changes for, or to
increase or decrease the voting power of, such stockholder or any such
Stockholder Associated Person with respect to any share of stock of the
Corporation..."
Section 2.15(a)(4) of the Corporation's Restated Bylaws, as amended, defines a
"Stockholder Associated Person" of any stockholder as "...(i) any person
controlling, directly or indirectly, or acting in concert with, such
stockholder, (ii) any beneficial owner of shares of stock of the Corporation
owned of record or beneficially by such stockholder and (iii) any person
controlling, controlled by or under common control with such Stockholder
Associated Person."
Section 2.15(a)(5) of the Corporation's Restated Bylaws, as amended, requires
that, to be eligible as a nominee for election or reelection as a director of
the Corporation, a person submit to the Corporation's Secretary a written
questionnaire regarding such person's background and qualifications and a
written representation and agreement that that such person (i) is not and will
not become a party to any undisclosed voting commitment or any voting commitment
that could limit or interfere with such person's fiduciary duties under
applicable law, (ii) is not and will not become a party to any agreement with
any person other than the Corporation with respect to any direct or indirect
compensation, reimbursement or indemnification in connection with service or
action as a director that has not been disclosed therein and (iii) if elected,
will comply with applicable publicly disclosed corporate governance, conflict of
interest, confidentiality and stock ownership and trading policies and
guidelines of the Corporation.
Article IX of the Corporation's Restated Bylaws covering indemnification also
was amended. Section 9.03(a) of the Corporation's Restated Bylaws, as amended,
clarifies that the required determination by the Corporation that
indemnification is proper in the circumstances is not limited to a person who is
a director or officer at the time of such determination.
Section 9.04(d) of the Corporation's Restated Bylaws, as amended, states that
the provisions of Article IX of the Corporation's Restated Bylaws are deemed to
be a contract between the Corporation and each director and officer who serves
in that capacity while Article IX is in effect. Section 9.04(d) further states:
"... any repeal or amendment of this Article IX shall not adversely affect any
right or protection of any person granted pursuant hereto then existing with
respect to any state of facts then or theretofore existing or any action, suit
or proceeding theretofore or thereafter brought or threatened based in whole or
in part upon any such state of facts. Neither the repeal nor amendment of this
Article IX, nor the adoption of any provision of the Certificate of
Incorporation inconsistent with this Article IX, shall eliminate or reduce the
effect of this Article IX in respect of any matter occurring, or any cause of
action, suit or claim that would accrue or arise, prior to such repeal,
amendment or adoption of an inconsistent provision."
In addition to the amendments described above, the Corporation's Restated Bylaws
were amended to include various technical and clarifying corrections and other
non-substantive changes.
The foregoing description of the amendments to the Corporation's Restated Bylaws
does not purport to be complete and is qualified in its entirety by reference to
the Corporation's Restated Bylaws, as amended, a copy of which is attached to
this Current Report on Form 8-K as Exhibit 3.1 and is incorporated by reference
herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description of Exhibit
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3.1 Restated Bylaws of SUPERVALU INC., as amended October 2, 2008.
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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.
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(Registrant)
Date: October 6, 2008
By: /s/ Burt M. Fealing
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Burt M. Fealing
Vice President,
Corporate Secretary and
Chief Securities Counsel
(Authorized Officer of Registrant)
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EXHIBIT INDEX
Exhibit Description of Exhibit
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3.1 Restated Bylaws of SUPERVALU INC., as amended October 2, 2008.
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