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: June 23, 2022
(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))
| Title of each class | | Trading Symbol(s) | | Name of each exchange on
which registered |
| Common Stock $1.00 par value per share | | KR | | New York Stock Exchange |
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 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 23, 2022, the Company held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”). At the close of business on April 25, 2022, the record date for determination of shareholders entitled to vote at the Annual Meeting, there were 727,752,631 common shares of the Company issued and outstanding. At the Annual Meeting, the shareholders elected eleven directors to serve until the annual meeting in 2023, or until their successors have been elected and qualified; approved the Company’s executive compensation on an advisory basis; ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2022; approved additional shares under the 2019 Long-Term Incentive Plan; rejected a shareholder proposal regarding the recyclability of packaging, rejected a shareholder proposal regarding a report on the protection of farmworkers; rejected a shareholder proposal regarding a report on elimination of HFCs; and rejected a shareholder proposal regarding a report on workforce strategy.
The final results are as follows:
| Director Election Proposal | | For | | | Against | | | Broker Non-Votes | |
| Nora A. Aufreiter | | 569,223,523 | | | 7,376,740 | | | 52,906,197 | |
| Kevin M. Brown | | 569,335,627 | | | 7,264,636 | | | 52,906,197 | |
| Elaine L. Chao | | 562,051,630 | | | 14,548,632 | | | 52,906,197 | |
| Anne Gates | | 562,264,002 | | | 14,336,261 | | | 52,906,197 | |
| Karen M. Hoguet | | 569,045,926 | | | 7,554,337 | | | 52,906,197 | |
| W. Rodney McMullen | | 522,330,430 | | | 54,269,833 | | | 52,906,197 | |
| Clyde R. Moore | | 539,094,936 | | | 37,505,327 | | | 52,906,197 | |
| Ronald L. Sargent | | 529,125,756 | | | 47,474,507 | | | 52,906,197 | |
| J. Amanda Sourry Knox | | 569,642,760 | | | 6,957,503 | | | 52,906,197 | |
| Mark S. Sutton | | 566,409,552 | | | 10,190,711 | | | 52,906,197 | |
| Ashok Vemuri | | 568,780,924 | | | 7,819,339 | | | 52,906,197 | |
| Other Proposals | | For | | | Against | | | Abstain | | | Broker Non-Votes | |
| Advisory vote approving executive compensation | | 525,671,699 | | | 46,301,437 | | | 4,627,127 | | | 52,906,197 | |
| Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2022 | | 583,340,468 | | | 43,869,428 | | | 2,296,564 | | | 0 | |
| Approval of additional shares under the 2019 Long-Term Incentive Plan | | 511,338,850 | | | 61,866,646 | | | 3,394,767 | | | 52,906,197 | |
| Shareholder proposal regarding the Recyclability of Packaging | | 219,182,583 | | | 352,044,944 | | | 5,372,736 | | | 52,906,197 | |
| Shareholder proposal regarding a Report on Protection of Farmworkers | | 118,787,507 | | | 450,864,337 | | | 6,948,419 | | | 52,906,197 | |
| Shareholder proposal regarding a Report on Elimination of HFCs | | 193,607,875 | | | 353,365,358 | | | 29,627,030 | | | 52,906,197 | |
| Shareholder proposal regarding a Report on Workforce Strategy | | 168,301,958 | | | 401,543,352 | | | 6,754,952 | | | 52,906,197 | |
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. |
| | | |
| June 23, 2022 | By: | /s/ Christine S. Wheatley |
| | | Christine S. Wheatley |
| | | Group Vice President, Secretary and General Counsel |
