UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed by
the Registrant ☐ |
Filed by
a Party other than the Registrant ☒ |
Check
the appropriate box:
☐ |
|
Preliminary
Proxy Statement |
☐ |
|
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ |
|
Definitive Proxy
Statement |
☒ |
|
Definitive Additional
Materials |
☐ |
|
Soliciting Material
under §240.14a-12 |
SUPERVALU
INC.
(Name
of Registrant as Specified In Its Charter)
Blackwells
Capital LLC
Jason
Aintabi
Richard
A. Anicetti
Steven
H. Baer
R.
Chris Kreidler
Frank
Lazaran
James
J. Martell
Sandra
E. Taylor
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
☒ |
No fee required. |
☐ |
Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11. |
|
|
|
|
(1) |
Title of each class
of securities to which transaction applies: |
|
(2) |
Aggregate number
of securities to which transaction applies: |
|
(3) |
Per unit price or
other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined): |
|
(4) |
Proposed maximum
aggregate value of transaction: |
|
(5) |
Total fee paid: |
|
|
☐ |
Fee paid previously with preliminary
materials. |
☐ |
Check box if any part of the fee
is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
|
|
|
|
(1) |
Amount Previously
Paid: |
|
(2) |
Form, Schedule or
Registration Statement No.: |
|
(3) |
Filing Party: |
|
(4) |
Date Filed: |
Blackwells Capital LLC,
together with the other participants named herein (collectively, “Blackwells”), has filed a definitive proxy statement
and accompanying GREEN proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of
its slate of highly-qualified director nominees at the 2018 annual meeting of stockholders (the “2018 Annual Meeting”)
of SuperValu Inc., a Delaware corporation (the “Company”), and for the approval of a business proposal to be presented
at the 2018 Annual Meeting.
Item 1: On July 24, 2018,
Blackwells issued an Investor Presentation titled “SuperValu: Board Member Accountability,” which is attached hereto
as Exhibit 1 and is incorporated herein by reference.
Item
2: On July 24, 2018, Blackwells filed the following press release:
Blackwells Lays Out Case for Change and
Path Forward for Supervalu
in New Presentation to Shareholders
Supervalu’s Share Price and Financial
Performance Perennially Worst Among Peers By Wide Margin
Detailed Analyses Illustrate How Incumbent
Board Has Failed at Each of Its Core Responsibilities
Shareholders Materially Harmed by Board
Conflicts and Transactions, Enabled by Six Incumbent Supervalu Directors (the “Culpable Six”)
Blackwells Has Nominated Six Highly Qualified
Professionals Who Possess Required Experience, Independence
and a Detailed Strategic Plan to Unlock Value for Shareholders
Shareholders Urged to VOTE the GREEN
Proxy Card for Much Needed Change
NEW YORK – July 24, 2018 –
Blackwells Capital LLC (together with its affiliates, “Blackwells Capital” or “Blackwells”), an alternative
investment management firm, today publicly released a presentation to shareholders of Supervalu Inc. (NYSE: SVU) (“Supervalu”
or the “Company”), entitled “Board Member Accountability,” detailing the need for change at Supervalu and
a path forward to create and unlock value for all shareholders, under the leadership of its six highly qualified nominees to the
Supervalu Board of Directors. Supervalu shareholders of record at the close of business on June 25, 2018 are urged to vote on the
GREEN proxy card at the upcoming Supervalu annual meeting of stockholders, to be held on August 16, 2018.
Information on Blackwells’ director
nominees, their extensive experience in the retail and wholesale food industry, logistics and sustainability, and their proposed
contribution to the Supervalu Board is detailed in the presentation and in Blackwells’ proxy statement, both of which are
available at www.savesupervalu.com
As presented fully in the 179-page document,
Supervalu’s negative shareholder returns and the loss of more than $10 billion in shareholder wealth directly result from
poor financial and operating performance. The capital markets have assigned Supervalu an industry-worst valuation multiple. As
indicated by pessimistic ratings and high levels of short-selling, analysts and shareholders appear to doubt that the latest “wholesale
transformation” will produce better results.
Based on Blackwells’ analyses, Supervalu’s
declining stock price, financial and operating metrics can all be in turn attributed to a failure by Supervalu’s incumbent
directors to fulfill their most basic duties across all major Board responsibilities:
| 1. | To set and implement a differentiated, results-oriented strategy; |
| 2. | To oversee business execution and hold management accountable for lapses in execution; |
| 3. | To recruit, support and retain talented executive managers; |
| 4. | To align compensation with shareholder value creation; |
| 5. | To review diligently all M&A and the allocation of corporate capital; |
| 6. | To ensure shareholders have accurate, transparent, and intelligible disclosures; |
| 7. | To engage and communicate with investors professionally, openly and regularly; and |
| 8. | To be a steward of the company’s environmental, social and governance responsibilities
and policies. |
“In this presentation, we provide
the data to support our conclusion that this Board has failed at each of its major responsibilities,” Mr. Aintabi continued,
“Shareholders have patiently waited year after year for the current Board and leadership to fix the Company’s problems
and ‘transform’ its businesses yet again, only to see failures repeated and compounded. Based on our research, we believe
it is folly to expect different results from this Board, which lacks the skills, independence and alignment with shareholders necessary
to put the Company on a winning path.”
Blackwells’ presentation provides
extensive evidence for its view of why the incumbent directors have repeatedly failed to arrest the Company’s decline, documenting
their lack of industry experience, their minimal share ownership and purchases, and conflicts of interest with their fiduciary
duties.
Most seriously, Blackwells’ research
has uncovered evidence of what it believes to be staggering disloyalty on the part of six incumbent Supervalu directors, the “Culpable
Six,” who have not served the shareholders of Supervalu well and, in some cases, had deep personal and business conflicts
that were not clearly disclosed or understood by shareholders. Among other things, several of Supervalu’s directors sat on
the Supervalu board while negotiating M&A transactions with Supervalu’s direct competitors, and stood by while incomplete
and confusing financial disclosures obfuscated the true financial performance of the Company, to the benefit of their outside business
partners or interests.
Mr. Aintabi continued, “With $14
billion in sales, more than 31,000 employees and a leading position in America’s food supply chain, Supervalu matters. But
under the leadership of what we believe to be an entrenched, disloyal group of directors, the Company has languished badly. Shareholders
need and deserve better, as do all Supervalu’s stakeholders. We have put forward exceptionally skilled and experienced nominees,
who bring decades of recent executive-level experience in retail and wholesale food businesses, logistics and sustainability and,
importantly, pristine records of integrity that Supervalu desperately needs at this pivotal point.
“These nominees have developed their
own impressive and extensive plan for the Company and a roadmap for unlocking shareholder value and fulfilling their responsibilities
as directors, once elected. The thoughtfulness of the plan demonstrates how fit the nominees are to serve as fiduciaries for all
shareholders.”
In the presentation released today by Blackwells,
the nominees provide detailed information and supporting analysis for their proposed plan for Supervalu. The major elements of
the strategic plan involve stabilizing, growing and monetizing the businesses owned by Supervalu. Specific opportunities are discussed
along with the expected execution timelines.
“We encourage all of our fellow shareholders
to review carefully the information we have provided in the presentation, along with disclosures by Supervalu. We are convinced
that there is one best path here to value creation: voting the GREEN card to elect the six skilled, independent professionals we
have nominated.”
Blackwells’ presentation to Supervalu
shareholders is available at www.savesupervalu.com/presentation.
For any questions about how to vote, please
contact Morrow Sodali, at Blackwells@morrowsodali.com or (800) 662-5200.
About Blackwells Capital
Blackwells Capital is an alternative investment
manager dedicated to global fundamental and special situation investing across capital structures. Founded in 2016 by Jason Aintabi,
its Managing Partner, Blackwells’ investment approach is research-intensive, value-oriented and concentrated.
Contacts
Investors:
Morrow Sodali
Mike Verrechia
800-662-5200
Blackwells@morrowsodali.com
Media:
Gagnier Communications
Dan Gagnier / Jeffrey Mathews
646-569-5897
Item
3: On July 24, 2018, the following materials were posted by Blackwells to www.supervalu.com:
![](http://www.sec.gov/Archives/edgar/data/95521/000121390018009578/image_002.jpg)
3
This regulatory filing also includes additional resources:
investor_presentation.pdf
Supervalu (NYSE:SVU)
Historical Stock Chart
From May 2024 to Jun 2024
Supervalu (NYSE:SVU)
Historical Stock Chart
From Jun 2023 to Jun 2024