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Item 3.01 | | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
Albertsons Companies, Inc. (the "Company") deeply regrets to disclose that Steven A Davis, a member of the Company's Board of Directors (the "Board"), passed away unexpectedly on July 10, 2022. The Company is saddened by Mr. Davis's untimely passing and extends its sincere condolences to his family and friends. Mr. Davis joined the Company's Board as an independent director in June 2015 and served as the Chair of the Finance Committee and a member of the Audit and Risk Committee (the "Audit Committee") at the time of his passing.
Following the death of Mr. Davis, the Company's Board has been reduced to 13 members, five of whom are independent. The Audit Committee was temporarily reduced to two members, both of whom are independent directors. Due to the reduced number of Audit Committee members, the Company was no longer compliant with Section 303A.07(a) of the New York Stock Exchange ("NYSE") Listed Company Manual, which requires that the audit committee of an NYSE-listed company consist of at least three members, each of whom is an independent director. Upon receiving notification on July 11, 2022 of Mr. Davis's passing, the Company notified the NYSE of the resulting non-compliance with Section 303A.07(a).
On July 15, 2022, the Board appointed current director Sharon Allen to the Audit Committee to fill the vacancy created by Mr. Davis's passing. The Board affirmatively determined that Ms. Allen (i) is an independent director under the applicable rules of the NYSE and as such term is defined in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended, (ii) is an "audit committee financial expert" within the meaning of Item 407(d)(5)(ii) of Regulation S-K and (iii) meets all applicable requirements for membership on the Audit Committee. With the addition of Ms. Allen to the Audit Committee, the Company has regained compliance with the applicable NYSE listing standard. Information about Ms. Allen can be found in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 21, 2022.