Safeway 2013 Annual Report Download - page 71

Table of Contents
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Shares Authorized and Issued Authorized preferred stock consists of 25.0 million shares, of which none were outstanding during 2013,
2012 or 2011. Authorized common stock consists of 1.5 billion shares at $0.01 par value per share. Common stock outstanding at year-end
2013 was 230.1 million shares (net of 14.1 million shares of treasury stock) and 239.5 million shares at year-end 2012 (net of 365.8 million
shares of treasury stock).
Shares Repurchased Safeway repurchased 19.5 million shares of common stock at an average cost of $33.93 per share and a total cost of
$663.7 million (including commissions) during 2013, 57.6 million shares at an average cost of $21.51 and a total cost of $1,240.3 million
(including commissions) during 2012 and 76.1 million shares at an average cost of $20.85 and a total cost of $1,588.2 million (including
commissions)during 2011.
Retirement of Treasury Stock In 2013, the Company retired 371.6 million shares of its repurchased common stock. The par value of the
repurchased shares was charged to common stock with the excess purchase price over par value allocated between paid-in capital and
retained earnings.
Stockholder Rights Plan In September 2013, Safeway adopted a one-year stockholder rights plan. Under the plan, one preferred stock
purchase right was distributed for each share of common stock held by stockholders of record on September 30, 2013. Under certain
circumstances, the rights will become exercisable and each right will entitle stockholders to buy one one-thousandth of a share of Series A
Junior Participating Preferred Stock of the Company at an exercise price of $100. In general, the rights become exercisable at the close of
business on the tenth business day following (i) public announcement that a person or group acquired 10% (15% in the case of a passive
institutional investor) or more of our common stock or (ii) commencement or announcement of a tender offer for 10% (15% in the case of a
passive institutional investor) or more of our common stock. The Company's Board of Directors is entitled to redeem the rights at $0.01 per
right at any time before a person or group has acquired 10% or more (15% or more in the case of a passive institutional investor) of the
outstanding common stock. The rights will expire on September 15, 2014, subject to the Company's right to extend such date, unless earlier
redeemed or exchanged by the Company or terminated.
Subject to limited exceptions, if a person or group acquires 10% or more of the outstanding common stock ( 15% or more in the case of a
passive institutional investor) of the Company (including in the form of synthetic ownership through derivative positions), each right (other
than those held by that person or group) will become exercisable and entitle its holder to purchase, at the right's then-current exercise price, a
number of shares of common stock having a market value at that time of twice the right's exercise price. If the Company is acquired in a
merger or other business combination transaction that has not been approved by the Board of Directors after the rights become exercisable,
each right will entitle its holder to purchase, at the right's then-current exercise price, a number of shares of the acquiring company's
common stock having a market value at that time of twice the right's exercise price.
Stock Option Plans Under Safeway’s stock option plans, the Company may grant incentive and non-qualified options to purchase
common stock at an exercise price equal to or greater than the fair market value at the grant date. Options generally vest over four or five
years. Vested options are exercisable in part or in full at any time prior to the expiration date of six to 10 years from the date of the grant.
1999 Amended and Restated Equity Participation Plan Under the 1999 Amended and Restated Equity Participation Plan (the “1999
Plan”), options generally vest over four, five or seven years. Although the 1999 Plan remains in full force and effect, there will be no more
grants under this plan. Vested options are exercisable in part or in full at any time prior to the expiration date of six to 10 years from the date of
the grant. Shares issued as a result of stock option exercises will be funded with the issuance of new shares. The 2007 Equity and Incentive
Award Plan (the “2007 Plan”) and the 2011 Equity and Incentive Award Plan (the "2011 Plan"), discussed below, succeed the 1999 Plan.
2007 Equity and Incentive Award Plan In May 2007, the stockholders of Safeway approved the 2007 Plan. Under the 2007 Plan,
Safeway may grant or issue stock options, stock appreciation rights, restricted stock units, deferred stock, dividend equivalents, performance
awards and stock payments, or any combination thereof. Safeway may grant incentive and non-qualified options to purchase common stock
at an exercise price equal to or greater than the fair market value at the grant date. Options to purchase 7.6 million shares were available for
grant at December 28, 2013 under this plan. Shares issued as a result of the 2007 Plan may be treasury shares, authorized but unissued
shares or shares purchased in the open market.
2011 Equity and Incentive Award Plan In May 2011, the stockholders of Safeway approved the 2011 Plan. Under the 2011 Plan, Safeway
may grant or issue stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock, dividend equivalents,
performance awards and stock payments, or any combination thereof to participants other than Safeway's Chief Executive Officer. Safeway
may grant incentive and non-qualified options to purchase common stock at an exercise price equal to or greater than the fair market value at
the grant date. At December 28, 2013, 8.7 million shares of common stock were available for issuance under this plan. Shares issued as a
result of the 2011 Plan may be treasury shares, authorized but unissued shares or shares purchased in the open market.