Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
officers.
On April 2, 2021, Leonard Laufer resigned from the Board of Directors (the
"Board") of Albertsons Companies, Inc. (the "Company") and the Technology
Committee of the Board. Mr. Laufer also resigned as Co-Chair of the Board and of
the Technology Committee of the Board. Mr. Laufer's resignation was not the
result of any disagreement between Mr. Laufer and the Company, its management,
the Board or any committee thereof, or with respect to any matter relating to
the Company's operations, policies or practices.
On April 2, 2021, Chan Galbato was appointed to the Board, effective
immediately, with a term that expires at the Company's 2021 annual meeting of
stockholders or until his successor is duly elected and qualified. Mr. Galbato
was also appointed Co-Chair of the Board. Mr. Galbato is expected to enter into
an indemnification agreement with the Company, on substantially the same terms
contained in the Company's standard form previously filed with the Securities
and Exchange Commission (the "SEC"), which provides for indemnification of the
indemnitee to the fullest extent permitted by Delaware law.
Mr. Galbato is the Chief Executive Officer of Cerberus Operations. He oversees
the platform's operating executives and functional experts to integrate
operating expertise within Cerberus' portfolio companies and investment
strategies. He serves on the Board of Directors of various Cerberus portfolio
companies, including Electrical Components International, FirstKey Homes and
Staples Solutions. He also is a Board member for Blue Bird, a former Cerberus
portfolio company where he previously served as Chairman, and AutoWeb. Mr.
Galbato held Board memberships for prior Cerberus investments, including
Chairman of Avon Products, Chairman of YP, Chairman of North American Bus
Industries, Chairman of Guilford Mills, Director of New Avon, Director of Tower
International and Director of DynCorp International. Separately, he served as
the Lead Director for Brady, a publicly-traded manufacturing company. Prior to
joining Cerberus in 2009, Mr. Galbato was President and Chief Executive Officer
of the Controls Division of Invensys plc and separately, was the President of
Services at The Home Depot. Mr. Galbato also held the position of President and
Chief Executive Officer of Armstrong Floor Products and prior to that, was the
Chief Executive Officer of Choice Parts. He spent 14 years with General
Electric, holding several operating and GE Finance leadership positions within
their various industrial divisions as well as holding the role of President and
Chief Executive Officer of Coregis, a GE Capital company. Before beginning his
corporate career, he played professional baseball with the Montreal Expos in
their minor league system. Mr. Galbato graduated from the State University of
New York and received an M.B.A. from the University of Chicago. Mr. Galbato is
an experienced business leader who provides our board with valuable insights
into competitive strategy and organizational effectiveness.
Affiliates of Cerberus maintain an ownership position in the Company, holding
151,818,680 shares of Series A common stock of the Company. Mr. Galbato was
appointed to the Board pursuant to Cerberus' director designation right pursuant
to and as set forth in Section 2.01 of that certain Stockholders' Agreement,
dated as of June 25, 2020, by and among the Company and the stockholders named
therein. Mr. Galbato is not party to any transaction with the Company that would
require disclosure under Item 404(a) of the SEC's Regulation S-K.
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