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 19, 2010
SAFEWAY INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-00041 | 94-3019135 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 5918 Stoneridge Mall Road, Pleasanton, California | 94588-3229 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(925) 467-3000
(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 (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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 19, 2010, a management proposal to amend Article VIII of the Restated Certificate of Incorporation of Safeway Inc. (the “Company”) to give holders of at least 25% of the Company’s outstanding capital stock the right to call a special meeting of stockholders was approved by the Company’s stockholders. Prior to the amendment, holders of at least 50% of the Company’s outstanding capital stock had the right to call a special meeting. A corresponding amendment to Article II, Section 6 of the Company’s By-Laws was previously adopted by the Company’s Board of Directors and became effective upon stockholder approval of the amendment to the Restated Certificate of Incorporation.
A copy of the Certificate of Amendment to the Company’s Restated Certificate of Incorporation is attached as Exhibit 3(i). A copy of the Company’s By-laws, as amended, is attached as Exhibit 3(ii).
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Our Annual Meeting of Stockholders was held on May 19, 2010, at which the stockholders voted on proposals as follows:
| Votes For | Votes Against |
Abstentions | Broker Non-Votes | |||||
| Proposal 1. Election of Directors. |
||||||||
| Steven A. Burd |
291,872,045 | 9,093,390 | 138,034 | 25,384,734 | ||||
| Janet E. Grove |
298,791,280 | 2,205,394 | 106,794 | 25,384,734 | ||||
| Mohan Gyani |
297,481,050 | 3,473,662 | 148,756 | 25,384,734 | ||||
| Paul Hazen |
293,530,888 | 7,425,135 | 147,446 | 25,384,734 | ||||
| Frank C. Herringer |
297,348,995 | 3,605,450 | 149,024 | 25,384,734 | ||||
| Kenneth W. Oder |
289,245,209 | 11,716,263 | 141,996 | 25,384,734 | ||||
| Arun Sarin |
299,211,263 | 1,739,386 | 152,819 | 25,384,734 | ||||
| Michael S. Shannon |
299,211,855 | 1,745,748 | 145,866 | 25,384,734 | ||||
| William Y. Tauscher |
297,275,978 | 3,682,263 | 145,227 | 25,384,734 | ||||
| Proposal 2. Approval of Amendment to Restated Certificate of Incorporation Regarding Right of Holders of At Least Twenty-Five Percent of Shares to Call a Special Meeting of Stockholders |
324,910,871 | 1,346,784 | 230,547 | N/A | ||||
| Proposal 3. Ratification of Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2010. |
316,571,462 | 9,709,689 | 207,051 | N/A | ||||
| Proposal 4. Stockholder Proposal Regarding Cumulative Voting. |
81,802,051 | 219,118,670 | 182,748 | 25,384,734 | ||||
| Proposal 5. Stockholder Proposal Regarding Principles about Global Warming. |
17,086,959 | 201,972,235 | 82,044,275 | 25,384,734 | ||||
| Proposal 6. Stockholder Proposal Regarding Death Benefits. |
122,180,373 | 178,731,988 | 191,108 | 25,384,734 | ||||
| Proposal 7. Stockholder Proposal Regarding Methods of Poultry Slaughter |
3,310,864 | 219,460,085 | 78,332,520 | 25,384,734 | ||||
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 3(i) | Certificate of Amendment of Restated Certificate of Incorporation of Safeway Inc. |
| 3(ii) | Amended and Restated By-Laws of Safeway Inc. |
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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.
| SAFEWAY INC. | ||||
| (Registrant) | ||||
| Date: May 24, 2010 | By: | /s/ Robert A. Gordon | ||
| Name: | Robert A. Gordon | |||
| Title: | Senior Vice President, | |||
| Secretary & General Counsel | ||||
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EXHIBIT INDEX
| Exhibit No. |
||
| 3(i) |
Certificate of Amendment of Restated Certificate of Incorporation of Safeway Inc. | |
| 3(ii) |
Amended and Restated By-Laws of Safeway Inc. | |
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