UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: August 2, 2021
(Date of earliest event reported)
THE KROGER CO.
(Exact name of registrant as specified in its charter)
| Ohio | | No. 1-303 | | 31-0345740 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
1014 Vine Street
Cincinnati, OH 45202
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (513) 762-4000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock $1 par value | KR | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02 | Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 2, 2021, the Board of Directors of The Kroger Co. (the “Board”) elected Elaine L. Chao to serve as director. Ms. Chao has been appointed to serve on the Corporate Governance Committee and the Public Responsibilities Committee of the Board. Ms. Chao does not have any arrangement or understanding with any other person pursuant to which she was elected as a director. Additionally, Ms. Chao has not engaged in any transaction with Kroger during the last fiscal year, and does not propose to engage in any transactions, that would be reportable under Item 404(a) of Regulation S-K.
Ms. Chao is eligible to receive Kroger’s standard annual non-employee director compensation consistent with the compensation described in our most recent Proxy Statement filed with the Securities and Exchange Commission on May 13, 2021, under the heading “Director Compensation”.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | THE KROGER CO. |
| | | |
| August 2, 2021 | By: | /s/ Christine S. Wheatley |
| | | Christine S. Wheatley |
| | | Group Vice President, Secretary and General Counsel |
