ALBERTSONS COMPANY INC CLASS A (ACI)
Sector: Consumer Staples
2026 Annual Meeting Analysis
ALBERTSONS COMPANY INC CLASS A · Meeting: August 6, 2026
Directors FOR
5
Directors AGAINST
5
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 10 Director Nominees
Against Analysis
Allen has served since 2015, giving her full overlap with ACI's severe 3-year stock decline of -29.8%, which trails the peer group median of +16.9% by 46.7 percentage points — far exceeding the 20-point threshold that applies when a company's 3-year return is negative; the 5-year check does not rescue this vote because ACI's 5-year return of +2.5% underperforms the peer 5-year median of +21.1% by 18.6 points, which exceeds the 20-point threshold for negative-tier companies applied over five years, so the mitigant does not apply.
Fennebresque has served since 2015 with full overlap over the severe 3-year underperformance period; ACI's 3-year return of -29.8% trails the peer median by 46.7 percentage points, well above the 20-point trigger threshold, and the 5-year relative performance does not meet the mitigant standard, so a vote against is warranted.
Schumacher has served since 2015 with full overlap over the 3-year underperformance period; the 46.7-percentage-point gap versus the peer median far exceeds the 20-point trigger, and the 5-year check does not provide a mitigant given continued underperformance relative to peers over that longer window as well.
Turner joined in 2020, giving him substantial overlap with the full 3-year underperformance period; ACI's -29.8% three-year return lags the peer median by 46.7 points, far above the 20-point trigger, and the 5-year relative underperformance does not satisfy the mitigant condition.
West joined in 2020, giving her full overlap with the 3-year underperformance period; the peer-relative gap of 46.7 percentage points far exceeds the 20-point threshold applicable to negative absolute TSR, and the 5-year data does not trigger the mitigant.
For Analysis
Bruno joined the board in 2025, which is within the 24-month exemption window, so the TSR underperformance trigger does not apply to him; no other disqualifying factors are present.
Morris became CEO and joined the board in May 2025, which is within the 24-month exemption window, so the TSR trigger does not apply; as an executive director she is subject to the same TSR rules as all directors, but the exemption shields her here, and no other disqualifying factors exist.
Rice joined the board in February 2026, well within the 24-month exemption window, so the TSR underperformance trigger does not apply; no other disqualifying factors are present.
Wille rejoined the board in November 2025, which is within the 24-month exemption window, so the TSR underperformance trigger does not apply to his current tenure; no other disqualifying factors are present.
Zinsner joined the board in September 2025, within the 24-month exemption window, so the TSR trigger does not apply; no other disqualifying factors are present.
Six of ten director nominees are recommended FOR, all of whom joined within the past 24 months and are shielded by the new-director exemption. Four long-tenured directors — Allen, Fennebresque, Schumacher, Turner, and West — are recommended AGAINST because they have served since at least 2020 and have full overlap with ACI's severe 3-year stock decline of nearly 30%, which trails the company's own peer group by 46.7 percentage points, far exceeding the 20-point trigger threshold applicable when absolute 3-year returns are negative; the 5-year performance record does not provide a mitigant because relative underperformance persists over that horizon as well.
Say on Pay
✓ FORCEO
Susan Morris
Total Comp
$16,767,866
Prior Support
97%%
CEO Susan Morris received total compensation of approximately $16.8 million in fiscal 2025, her first year as CEO, which includes a large one-time equity grant of $11 million tied to her promotion; the pay mix is strongly performance-oriented, with 90% of her target pay variable and performance-based, and the company's annual incentive plan paid out at 94% of target reflecting modestly below-target results — meaning the pay program did respond to performance. While ACI's stock has declined sharply versus peers, the variable pay structure did not produce windfall payouts — actual cash bonuses came in below target — and the program includes meaningful performance conditions on equity awards tied to earnings per share and return on invested capital, so the incentive pay is not effectively disguised fixed pay; prior year shareholder support was 97%, well above the 70% threshold that would require a remediation response.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$6,090,000
Non-Audit Fees
$1,273,000
Non-audit fees (audit-related fees of $760,000 plus tax fees of $513,000 = $1,273,000) represent approximately 20.9% of audit fees ($6,090,000), well below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a company of ACI's size, auditor tenure is not disclosed so the tenure trigger cannot fire, and there are no disclosed material financial restatements.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Stockholder Proposal Regarding a Report on Human Rights Policy and Human Rights Due Diligence
Oxfam America is a well-known international advocacy organization whose primary mission is social and political advocacy rather than fiduciary investor protection, placing it in the ideological-progressive filer category under the voting policy — a category that results in an automatic vote against regardless of the surface framing of the proposal. Even setting aside the filer classification, the company has provided meaningful counter-evidence including a Global Vendor Code of Conduct, a Responsible Seafood Policy with third-party auditing via FishWise, and a cross-functional process to investigate and remediate human rights concerns, which partially addresses the disclosure gap the proposal identifies. Because the filer does not meet the test of a neutral fiduciary investor submitting this proposal for purely financial risk-management reasons, the policy directs a vote against.
Overall Assessment
The 2026 ACI annual meeting presents a mixed ballot: four long-tenured directors are recommended against due to severe stock underperformance versus peers over their tenure, while the say-on-pay vote passes because the pay program is genuinely performance-linked and recent incentive payouts responded appropriately to below-target results. The two charter amendment proposals are straightforward governance improvements worthy of support, and the Oxfam human rights reporting proposal is recommended against due to the filer's status as an advocacy organization rather than a neutral fiduciary investor.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing