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Supervalu Inc. (SVU)

July 17, 2012 11:30 am ET

Executives

Todd N. Sheldon - Senior Vice President, General Counsel and Corporate Secretary

Wayne C. Sales - Executive Chairman, Chief Executive Officer, President and Chairman of Corporate Governance and Nominating Committee

Craig R. Herkert - Former Director

Todd N. Sheldon

Good morning again. Welcome to our 2012 Annual Meeting of Stockholders. I'm Todd Sheldon, and in accordance with the bylaws of the company, I'll be the Secretary of the meeting. I'd like to quickly review the following rules of conduct, which will apply during the meeting. A copy of these were provided for you outside at the registration desk, but I'm going to just walk through them briefly.

First, the business of the meeting will follow the order shown on the agenda. If you have questions, we'll have a question-and-answer session at the end of the meetings led by Craig Herkert, our Chief Executive Officer and President. Only holders of record of common stock on May 22, 2012, are entitled to vote at the meeting. You need not vote at this meeting if you've already voted by proxy. However, if you wish to revoke your proxy and vote in person, or if you've not voted, you'll be given the opportunity to request a ballot and to vote before the polls are closed.

Only orderly proposals will be considered. Under the rules governing such proposals, a summary of which is set forth in our proxy statement, proposals must be submitted a certain time in advance of the meeting. Failure to have submitted a proposal will cause it to be out of order and we'll bar it from consideration today. Such proposals may be submitted in advance of our next annual meeting in accordance with the applicable rules and our company bylaw provisions.

If you wish to speak or ask a question during the time allotted after the CEO's business update, please raise your hand. After you're recognized, kindly stand and once a microphone is brought to you, give us your name, address and state whether you're an individual stockholder, proxy holder or representative of an organization holding shares. Please note that only 1 representative will be allowed to speak on behalf of a stockholder.

Stockholder questions or remarks must be addressed to the CEO or the Chairman and must be relevant to the meeting, pertinent to the matters properly before the meeting, not repetitions of a prior question or remark and stated briefly within a time limit of 2 minutes. This meeting is not to be used as a form to present general economic, political or other views that are not directly related to the business of the company.

Individual matters not of concern to stockholders generally, such as employee or retiree issues, product complaints, et cetera, can be dressed with one of our representatives here at the meeting, and we'll be happy to direct you to them after the meeting. Please permit each speaker to conclude his or her remarks without interruption. The Chairman or CEO will stop speakers when they are out of order. The use of cameras, sound recording equipment, communication devices or other similar equipment is prohibited without the express written permission of the company. The Chairman will have the authority necessary to preside over the meeting and make any and all determinations with respect to the conduct of the meeting and the procedures to be followed during the meeting. Upon a violation of these rules, the Chairman or CEO will give a warning and if the violation persists or if there's a second violation, it'll be considered cause for expulsion from the meeting.

If you can put the Safe Harbor slide up. Even though we're not presenting a financial report in conjunction with this meeting, we are going to have a question-and-answer session, and our Chief Financial Officer, Sherry Smith, is available for questions. Therefore, we want to make it clear that portions of this meeting could be subject and should be considered subject to the Safe Harbor Statement above. I'm not going to read it for you, but it's here for you, and just know that any and all answers that we give or portions of our CEO's report are subject to and provided in conjunction with the Safe Harbor Statement.

With that, I'd like to turn the meeting over to our Non-executive Chairman, Mr. Wayne Sales.

Wayne C. Sales

Thank you, Todd. Good morning, and I'd like to welcome each of you to our 2012 Annual Meeting of Stockholders. It is a pleasure to see so many of you here this morning. I'm Wayne Sales, the Non-executive Chairman. And in accordance with the bylaws of the corporation, I will chair the meeting this morning.

We'd like to have our annual meeting out of our headquarters in Eden Prairie from time to time, and I'm very proud this year to be in St. Louis where we have such a strong connection through our Save-A-Lot headquarters, our Save-A-Lot stores and then, of course, our Shop 'n Save headquarters and stores as well.

First, I would like to introduce each of our directors in attendance. And before I do that, I'd like to personally thank each and every one of you for the job that you do in terms of your role as a director of this corporation. So I'd ask that you would stand and be recognized as I call your name.

First, Irwin S. Cohen, who is a retired partner of Deloitte & Touche LLP; Ronald E. Daly, former Chief Executive Officer of Océ-US Holdings, Inc.; Susan E. Engel, Chief Executive Officer of Portero Luxury, Inc.; Philip L. Francis, retired Executive Chairman of PetSmart, Inc.; Edwin C. Gage, Chairman, Group LLC of Gage Marketing; Matthew E. Rubel, Senior Advisor, CPG Capital; Kathi P. Seifert, former Executive Vice President for Kimberly Clark Corporation.

And now I'd like to introduce our executive officers in attendance today, starting with Leon Bergmann, who is President and COO of Independent Business; Janel Haugarth, Executive Vice President, Merchandising & Logistics; Andy Herring, Executive Vice President, Real Estate, Market Development and Legal; Kevin Holt, who is the newest member of our executive team, who is Executive Vice President of Retail Operations; Keith Kravcik, Group Vice President and Controller; Michael Moore, Executive Vice President, Chief Marketing Officer; Dave Pylipow, Executive Vice President, Human Resources and Communications; Santiago Roces, President and CEO of Save-A-Lot; Wayne Shurts, Executive Vice President and Chief Information Officer; Chuck Elias, Senior Vice President Retail Operation. Also joining us this morning is Marlene Gebhard, who is the President of Shop 'n Save. And Marlene, we really appreciate you hosting the store tours yesterday, as well as Santiago in our Save-A-Lot stores.

I would like to also now introduce the others at the head table with me, starting with Craig Herkert, our Chief Executive Officer and President; and Sherry Smith, Executive Vice President, Chief Financial Officer; who you've already met is Todd Sharman (sic) [Todd Sheldon], our Senior Vice President, General Counsel and Corporate Secretary.

As Mr. Sheldon has already discussed, along with the agenda that you were provided with at the registration desk were the rules of conduct of this annual meeting. To conduct an orderly meeting, we ask that you please abide by these rules, and I want to thank you in advance for your cooperation.

Now we will move to the business portion of our meeting. Broadridge has been appointed to serve as Inspector of Election, and Todd Sheldon has been appointed to serve as the alternate Inspector of Election. The secretary of the meeting has delivered an affidavit of distribution, establishing that the notice of this meeting was duly given. The notice of the annual meeting was sent to all stockholders of record on June 7, 2012. This notice and the affidavit of distribution will be incorporated into the minutes of this meeting. All stockholders of record at the close of business on May 22, 2012, the record date, are entitled to vote at this annual meeting.

As of the record date, there were 213,685,353 shares of common stock outstanding and entitled to vote at this meeting. We have been informed by Broadridge that there are represented in person, or by proxy, 167,528,439 shares of common stock or approximately 78.4% of all shares entitled to vote at this meeting.

Because holders of a majority of these shares entitled to vote at this meeting are present in person or by proxy, I declare this meeting, for purposes of transacting such business as may be properly come before it. A copy of our annual report for fiscal 2012 has been made available to each stockholder, together with the proxy statement. However, extra copies are available for you to pick up after the meeting. The polls are now open for voting. Does anyone need a voting or -- you need to vote.

[Voting]

Wayne C. Sales

Okay, thank you. The polls are now open for voting, and they will close after the matters of the proxy statement have been described, and we call for a vote. If you voted by proxy, your votes have already been counted, and you need not vote today unless you wish to change your vote. If you have not voted by proxy and would like to vote in person, ballots are available to you to do so. We've already handed those out.

I would like to thank all of you who voted prior to the meeting. It is important to have your votes prior to the meeting as it simplifies the counting of the votes. You will now -- we will now consider the items of business described in the proxy statement. If you have questions about the matters subject to a stockholder vote as described in the proxy statement, we would ask that you hold them until after I have described all of those items.

Proposal number one, nominees for election. The 11 nominees for directors for 1-year term expiring at the Annual Meeting in 2013 are: Donald R. Chappel, Irwin S. Cohen, Ronald E. Daly, Susan E. Engel, Philip L. Francis, Edwin C. Gage, Craig R. Herkert, Steven S. Rogers, Matthew E. Rubel, Wayne C. Sales and Kathi P. Seifert.

Proposal number two, ratification of KPMG. The proposal is the ratification of the appointment of KPMG LLP as the company auditors. In connection with this proposal, I would like to introduce John Atkinson -- where's John? And Dave Middendorf, representing KPMG on the SUPERVALU account. KPMG was appointed -- was the appointed auditor by the company for its fiscal year ending February 23, 2013. Ratification of that appointment is requested as described in the proxy statement. The representatives from KPMG will be available to answer any questions during the question-and-answer session at the end of this meeting.

Proposal number three, Say on Pay. The proposal is management's proposal to hold an advisory vote on executive compensation, which is sometimes referred to as Say on Pay.

Proposal number four, SUPERVALU, Inc. 2012 stock incentive plan. The proposal is management's proposal to promote the interest of SUPERVALU and our stockholders by aiding us in attracting employees, retaining employees, officers, consultants, independents, contractors, advisors and non-employee directors, who will contribute to our long-term success. 2012 stock plan will allow us to provide participants with incentives to maximize their efforts on behalf of SUPERVALU with stock-based awards that provide them with stock ownership, further aligning them to the interest of our stockholders.

Proposal number five, amendments to the deferred -- directors' deferred compensation plan. This proposal is management's proposal to amend the SUPERVALU, Inc. directors' compensation plan to increase the number of shares of common stock available for issuance under the plan and make certain administrative changes.

Proposal number six, restated Certificate of Incorporation. This proposal is management's proposal to amend the restated Certificate of Incorporation to reduce the supermajority voting thresholds from the standard of an affirmative vote of at least 75% of the outstanding shares to an affirmative vote for at least 66 2/3% of outstanding shares.

Proposal number seven, amendments to the restated bylaws. This proposal is management's proposal to amend the restated bylaws to reduce the supermajority voting thresholds from a standard of an affirmative vote of at least 66 2/3% of the outstanding shares.

Proposal number eight, amendment to the restated Certificate of Incorporation. This proposal is management's proposal to amend the restated Certificate of Incorporation to change the par value of the company's common stock from $1 per share to $0.01 per share.

And if there's any questions related to these proposal, I would take them now. Sir, you had a question?

Unknown Attendee

I intend to file a class action suit against the corporation for mismanagement. The Chairman of the Board and the Director should resign. They need to put a performance-based pay and several other issues are concerning -- I want to know if you have stores in India and Pakistan?

Wayne C. Sales

We do not.

Unknown Shareholder

So why do you provide jobs there? Robots that -- you have a lot of robot systems. You wasted millions of dollars in buying robots to knock out jobs. Your best stores are the Jewel-Osco, they're the cream of the crop, they're the best stores you've got, and you abuse the employees there by degrading them and telling them in 3 years, you're going to put their jobs out to robots. That's why the company is in trouble. This company was a $30 stock, and it's down to $2.40. That shows easily that it's mismanaged. And Mr. Craig here, he just got a bonus for $950,000. When the company is starving, you're considering cutting the dividend. Jimmy Cramer interviewed the Chairman of the Board on CNBC, and he couldn't understand what his response was to eliminating the dividend. So you guys are in a lot of trouble in this company, and you need to forget about robots and go back to people and hire jobs. This is a simple word that I tell to all the Chairman of the Board that don't listen. I don't mean to insult anybody but hey, stupid, robots don't buy groceries, people do. And people have jobs. I see the hardworking employees of Jewel-Osco. When they get their check every Thursday or Friday, they're at the register buying $300 or $400 worth of groceries. You're more worried about busting the union. Whole Foods doesn't have a union. They pay more than your people. Trader Joe pays more than your people. Aldi pays more than your people. Whole Foods pays more than your people, and they love their employees. They don't mistreat them like you mistreat them, and I'm sure you mistreat your women that work at your stores. And you sit down and take a punching bag from the advertisement from Walmart, instead, you open your big mouth and hit beyond the belt and tell them they're the ones that wouldn't give jobs to women and promotions when they deserve to get them. They got families to support, too. You need to get an agency and get rid of this one you got because you're not performing anything at all.

Wayne C. Sales

Thank you for your opinion. Any other questions or commentary you'd like to make? Okay. If there are no other questions or comments...

Unknown Shareholder

Your performance pay and all this other stuff that you've got about giving more stock options and the other for the Chairman of the Board and the management company, you should just table that because you're not earning it. You need to get base. You have to perform to get the money in, in order to get extras. And Craig should return that $950,000 or work for the dollar for the next 3 years until he brings the stock back up from $2.50 up to at least $10 or $15. You should be ashamed of yourself, Craig. Why are you abusing this company? You took it over to make it better, and you made it worse than what it is. You should be ashamed of yourself.

Wayne C. Sales

If there are any more questions regarding these proposals, please stand and wait to be recognized. And once recognized, a microphone will be passed to you. Let me move past this point.

I now call for a vote on these proposals. If you are voting by ballot, and we have not yet collected it, please raise your hand and your ballot will be picked up. So do you have a ballot here, sir?

The votes either by proxy or in person will be counted and the results reported later in this meeting. Since there are no more ballots to be collected, I now declare that the polls are closed.

The secretary of the meeting has informed me that the results have been tabulated. We have received the report of Broadridge, acting as Inspector of the Election, who has now completed its review. Mr. Chappel, Mr. Cohen, Mr. Daly, Ms. Engel, Mr. Francis, Mr. Gage, Mr. Herkert, Mr. Rogers, Mr. Rubel, Mr. Sales and Ms. Seifert, have all been duly elected to the position of Director of SUPERVALU.

On proposal number two, the ratification of KPMG as the company's independent auditors has been approved by the stockholders.

Proposal number three, which calls for an advisory vote on executive compensation, Say on Pay, has been approved by the stockholders.

For proposal number four, which call for a vote on the SUPERVALU 2012 stock plan has been approved by the stockholders.

For proposal number five, which calls for the vote on an amendment to the SUPERVALU directors' deferred compensation plan has been approved by the stockholders.

For proposal number six, which calls for a vote on an amendment of the restated Certificate of Incorporation to reduce the supermajority voting thresholds did not receive the required vote of 75% of the issued and outstanding shares.

For proposal number seven, which call for a vote on the amendment to the restated bylaws to the reduced supermajority voting thresholds did not receive the required vote of 75% of the issued and outstanding shares.

And for proposal number eight, call for a vote on the amendment of the restated Certificate of Incorporation to change the par value of the common stock has been approved by the stockholders.

If there is no additional business to come before the meeting, at this time, we will adjourn the business portion of the meeting. And we will now have our presentation by our CEO, Craig Herkert, after which we will have a brief question-and-answer period. Craig?

Craig R. Herkert

Well, thank you, Mr. Chairman, and thank you, all of you, for joining us today. I'm pleased to be here in St. Louis. These banners that the chairman talked about, Shop 'n Save and Save-A-Lot, are incredibly strong consumer brands that we're proud to have as part of the SUPERVALU family. Let me give you an update on our company.

Fiscal 2012 was the year where we began to implement our 8 Plays to Win strategy, putting the tools and processes in place across our network. Fiscal '13 is SUPERVALU's year of execution with a focus on reaping the full scope of benefits of our proprietary tools, tender negotiations and rightsized corporate structure. Clearly, these have not been easy years for SUPERVALU.

Last week, we reported our results for the first quarter of fiscal '13, and they did not meet our own nor our shareholder expectation. So at the same time, we announced last week, bold moves that were supported by our Board of Director that will enable us to accelerate our business transformation, including restructuring our debt, taking more decisive action on cost reduction and suspending our quarterly dividend. We will now be moving faster to get our traditional grocery stores to fair price plus promotion.

We also announced that our Board of Directors and executive management team have begun a formal process to review strategic alternatives for SUPERVALU. This review may include the sale or other disposition of all or part of the company. There is no guarantee a review of this kind will result in any transaction or any change in the company's overall structure or its current business model. That said, it's important to reiterate that our business transformation strategy remains in place. It is the right plan.

Our vision also remains the same. We will become America's Neighborhood Grocer by bringing the passion and hyperlocal focus of a great independent retailer, while offering the scale of one of the largest grocery chains in the United States. We are a profitable company. We are still on track to generate $1 billion in operating cash flow this year, and we will continue to pay down our debt.

Today, we'll focus on our fiscal '12 accomplishments and the momentum they provide against our vision. 8 Plays to Win were established in the first year of our business transformation. They're the framework for our priorities and represent our desired outcomes. They continue to serve that purpose as we accelerate our plan. Today's remarks will focus on 4 of these plays: value, fresh, neighborhood and simplify in our traditional retail business. We’ll look at the growth play with updates on both Save-A-Lot and our independent retail business.

Last year, we introduced the fair price plus promotion strategy as our pricing goal. Produce transformation was our first salvo in this value play, up to 20% reductions on the top 200 items happened in produce across the network. And as we've discussed in the past, volume is up, shrink is declining and most importantly, our produce is now fresher and being recognized by our customers as being fresher.

Produce transformation will continue to be a business priority in fiscal '13. We expect to continue to see positive customer response. The produce is just one part of our value transformation. We're making a big fair price investment in Chicago.

Take a look at these photos. Removing price as a barrier to shopping at Jewel-Osco. Value transformation will be complete in Chicagoland by Labor Day. We're capturing shopper attention with our gotta love low prices message. You might ask, why Chicago? Well, Jewel-Osco holds the #1 market position, but frankly, we've been losing market share. Prices were simply too high. Our team in Chicago has been focused on taking care of customers and aggressively embracing hyperlocal. Now it's time to get real on price. And the learnings we get here will help us move faster in the next markets. As part of the acceleration, we'll be announcing the next market very soon.

At the end of this fiscal year, fully half of our traditional retail stores will be at our new fair price plus promotion plan. And by the end of 2014, all traditional retail stores will be priced appropriately to competition. In addition, all stores will be receiving sales-driving investments this year. We will be addressing base pricing in key categories and on some key items. I've spoken in the past about the salty snack program that was initiated at Jewel-Osco last fall. And as of this week, it's now in place across all of our Albertsons banners in both Intermountain West and Southern California.

We've talked about the great moves our teams made on private brands. Our research shows that 94% of our shoppers have tried and are buying our private label. And since its introduction last year, we put in 1,600 Essential Everyday SKUs across 41 categories. By the end of this year, we will have 2,700 Essential Everyday items in over 100 categories.

In addition, our Shopper's Value line continues to be a sales driver in the value tier. We're particularly pleased with consumer response to our line of Shopper's Value frozen products that are now available across all of our stores. And for consumers who are looking for natural and organic products, we continue to expand our Wild Harvest brand.

And you know, while our produce transformation is really critical to our success, all of our fresh shops are important to our customers. Setting ourselves apart in fresh through in-store experience, having meal solutions for our customers or sometimes, just a tasty treat for the family. People are looking for answers and ideas. And you know we have great produce, bakery, deli, seafood managers and highly-trained butchers in our stores. Having great fresh department is just part of becoming a great neighborhood grocer. We must also make sure that we have the right product for each community's needs and taste.

Last year, we gave store directors the authority and responsibility to carry local items that were appropriate for their neighborhood. We've got a couple of examples to share with you today. Tina Riddle at Albertsons in Washington is capitalizing on the season with locally growing produce right in the store foyer, a great first impression for her shoppers. And twice a year, our Intermountain West Albertsons stores feature month-long promotions on Washington wines. This year, these events drove a 13% increase in wine sales.

I'd like to talk a little bit about our simplified goal. And this year, we introduced a new tool to our stores that's really changing how our store directors serve their customers, coach their associates and drive sales. The iPad is now in the hands of every one of our store directors, and it's one of the most powerful tools we have. It comes with my SUPERVALU store tool, a dynamic app that constantly is updated with store-specific and item-relevant information to help the store manage their store on their day. One example is the daily flash sales report, which shows year-over-year sales by department in comparisons online, and it's always up-to-date and always ready. This great tool allows our store directors to be immediately responsive to sales trends. And importantly, it enables them to be on the sales floor, interacting with their associates and their customers.

Turning to our growth play. I'd like to give an update on what's going on with both Save-A-Lot and our Independent Businesses. Both are important components to our strategy. Work's going on to position each for success in today's competitive environment. Save-A-Lot is working on systems and capabilities focused on tighter execution, driving efficiencies across the model, growing market by market to build scale and doing new prototype work, an example right here in Bridgeton. Take a look at these photos. Here's the new prototype that includes an updated logo, updated decor, a rear feed coolers with gravity shelves in dairy, frozen, deli and produce, have pallets for milk, eggs and many items in the center store.

Our Independent Business remain strong. In fiscal 2012, our top 20 independents opened 17 new stores. We had new affiliations, both large and small, and we're beginning to expand our fresh sales and professional services offering.

So in closing today, I've provided just a snapshot of the work that our 130,000 associates are doing every day to become a stronger company and a stronger retailer. Last week, I met with our associates following our quarter release. We clearly outlined changes and the challenges we face, as well as what's expected of each of us. Our clear message has been well-received. We're truly one company winning for customers and committed to grow, and we will be successful.

Transformation's rarely pretty, and it takes an enormous amount of work. About 18 months ago, we began our journey, and we continue to be committed to the principles that we've laid out through our 8 Plays and our ongoing discussions of our strategy. The steps that we have outlined support our number one priority, delivering value, fair prices and relevant stores to our customers, while ensuring success and value for our associates and stockholders.

Thank you for joining us today, and now I'd be happy to take any of your questions.

Question-and-Answer Session

Josh Balk

Hi, everyone. My name is Josh Balk. I'm here representing the Humane Society of the United States. We're the nation's largest animal protection organization. We're also a SUPERVALU shareholder. I'm here today to thank SUPERVALU for your great work to help prevent cruelty to animals. Earnings go up, earnings go down, and it fluctuates all the time. That's the nature of business. But something that is consistent within SUPERVALU is the character of the people who work at the company. I've had pleasure working with many of your staff, Craig, and in particular, Luke in Communications, who can't be here today because he just had a second child; Jeff, who's in the back of the room over here in Communications. Chris, who leads the meat division, these folks are high character, really great people who represent the company so well. They want to make the world a more sustainable, more humane place. I can't thank them enough for being so great to work with. And I want to thank the Board of Directors and the executive team for building this culture within the company of creating a more humane and sustainable foot step because of the great work of your team. So I think SUPERVALU deserves a big round of applause for a great work and they help prevent cruelty to animals. Thank you so much.

Craig R. Herkert

Thank you.

Unknown Shareholder

My name is George Poulus [ph], and I have 45,000 shares of this company. And I will commend you on one thing, Mr. Craig, about you giving a lot of food to the food depository. My opinion is that you should spin off Jewel-Osco. It's the strong company. It's the cream of crop, and it produces all the money, and it doesn't drain out their pockets to support the other companies you have. And I would want you to make a commitment to me and the other shareholders now like other Chairman of the Boards did when their company's in the gutter, you want us to back you by getting rid of the dividends, you should make a commitment to all of us now that you're going to work for 2 years for $1 and cut their pay in 1/2 'til you produce the numbers. When you produce the numbers, you can get to double your pay. Show us that you're going to make a commitment. You took our dividends away, why can't you do that? That's not difficult. Are you going to make a commitment to me now and the other shareholders that you'll work for $1 for 2 years?

Craig R. Herkert

No, sir.

Unknown Shareholder

No?

Craig R. Herkert

No, sir.

Unknown Shareholder

Okay. So then you could expect that class action suit, okay?

Craig R. Herkert

And if there are no other questions, Todd, I believe this is the closer of the meeting. Thank you very much for attending today.

Unknown Shareholder

How come you haven't provided me the regulatory requirement of the 10-K? They don't know nothing about it outside and nobody were answering now. Where is my 10-K?

Todd N. Sheldon

Sir, your 10-K is provided inside the annual report, and there's a copy available for you outside.

Unknown Shareholder

Yes, I'd like to have that. Thank you.

Todd N. Sheldon

Sure.

Craig R. Herkert

Thank you.

Wayne C. Sales

Thank you, Craig. And with that, I officially close today's annual meeting. Thank you.

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