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SAFEWAY INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

July 29, 2014



Item 5.07 Submission of Matters to a Vote of Security Holders.

Safeway Inc. (the "Company") held its 2014 Annual Meeting of Stockholders (the "Annual Meeting") on July 25, 2014. On the June 2, 2014 record date, there were 230,399,204 shares of the Company's common stock outstanding with each such share being entitled to one vote per share.

A total of 189,857,780 shares of the Company's common stock were represented in person or by proxy at the Annual Meeting. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, as applicable, with respect to each matter is set forth below.

Proposal 1. Approval and adoption of the Agreement and Plan of Merger (the "Merger Agreement"), dated March 6, 2014 and amended on April 7, 2014 and on June 13, 2014, by and among the Company, AB Acquisition LLC, Albertson's Holdings LLC, Albertson's LLC and Saturn Acquisition Merger Sub, Inc. The Company's stockholders approved Proposal 1 with the following voting results:

BROKER FOR AGAINST ABSTAIN NON-VOTE 162,296,717 5,815,037 1,019,202 20,726,824



Proposal 2. Non-binding advisory approval of the compensation that may be paid or become payable to the Company's named executive officers in connection with the merger pursuant to the Merger Agreement. The Company's stockholders approved Proposal 2 with the following voting results:

BROKER FOR AGAINST ABSTAIN NON-VOTE 157,682,233 6,465,217 4,983,506 20,726,824



Proposal 3. Approval and adoption of the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies for the adoption of the Merger Agreement. The Company's stockholders approved Proposal 3 with the following voting results:

BROKER FOR AGAINST ABSTAIN NON-VOTE 168,228,630 19,516,709 2,112,441 0



Proposal 4. Election of Directors. All nine director nominees up for election at the Annual Meeting were duly elected. The votes cast by the Company's stockholders were as follows:

NOMINEE FOR WITHHELD ABSTAIN NON-VOTE Robert L. Edwards 166,650,219 980,973 1,449,764 20,726,824 Janet E. Grove 160,767,213 6,813,730 1,550,013 20,726,824 Mohan Gyani 162,985,496 4,627,711 1,517,749 20,726,824 Frank C. Herringer 151,183,614 16,374,072 1,573,270 20,726,824 George J. Morrow 165,755,732 1,789,497 1,585,727 20,726,824 Kenneth W. Oder 159,754,209 7,858,743 1,518,004 20,726,824 T. Gary Rogers 165,211,813 2,416,842 1,502,301 20,726,824



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Arun Sarin 162,067,761 5,532,471 1,530,724 20,726,824



William Y. Tauscher 146,888,149 20,713,168 1,529,639 20,726,824

Proposal 5. Non-binding advisory approval of the Company's executive compensation ("Say-on-Pay"). The Company's stockholders approved Proposal 5 with the following voting results:

BROKER FOR AGAINST ABSTAIN NON-VOTE 162,752,199 2,123,259 4,255,498 20,726,824



Proposal 6. Ratification of appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2014. The Company's stockholders approved Proposal 6 with the following voting results:

BROKER FOR AGAINST ABSTAIN NON-VOTE 180,846,695 7,517,625 1,493,460 0



Proposal 7. Stockholder proposal regarding labeling products that contain genetically engineered ingredients. Proposal 7 was not approved. The votes cast by the Company's stockholders were as follows:

BROKER FOR AGAINST ABSTAIN NON-VOTE 14,702,814 128,657,164 25,770,978 20,726,824 Proposal 8. Stockholder proposal regarding extended producer responsibility. Proposal 8 was not approved. The votes cast by the Company's stockholders were as follows: BROKER FOR AGAINST ABSTAIN NON-VOTE 17,900,834 125,433,965 25,796,157 20,726,824



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Source: Edgar Glimpses


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