Kroger Company filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
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CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 26, 2025, The Kroger Co. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders elected ten directors to serve until the annual meeting in 2026, 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 2025; rejected a shareholder proposal regarding a report on discarded cigarette pollution; rejected a shareholder proposal regarding a report on adopting a third-party mandated framework on U.S. farmers; and rejected a shareholder proposal reading a report on safeguarding the privacy of consumer health data.
The final results are as follows:
| Director Election Proposal |
For |
Against |
Broker Non-Votes | ||
| Nora A. Aufreiter | 510,182,068 | 8,015,249 | 66,809,063 | ||
| Kevin M. Brown | 510,572,737 | 7,776,405 | 66,809,063 | ||
| Elaine L. Chao | 491,861,666 | 25,982,845 | 66,809,063 | ||
| Anne Gates | 487,929,744 | 29,026,344 | 66,809,063 | ||
| Karen M. Hoguet | 511,588,822 | 6,428,356 | 66,809,063 | ||
| Clyde R. Moore | 469,534,947 | 48,330,540 | 66,809,063 | ||
| Ronald L. Sargent | 455,468,280 | 63,106,723 | 66,809,063 | ||
| J. Amanda Sourry Knox | 512,945,377 | 4,998,351 | 66,809,063 | ||
| Mark S. Sutton | 495,099,132 | 23,225,073 | 66,809,063 | ||
| Ashok Vemuri | 511,101,255 | 6,678,991 | 66,809,063 |
| Other Proposals |
For |
Against |
Abstain |
Broker Non-Votes |
| Advisory vote approving executive compensation | 479,422,891 | 37,724,712 | 2,810,153 | 66,809,063 |
| Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2025 | 538,041,379 | 46,621,553 | 2,103,887 | |
| Shareholder proposal regarding a Report on discarded cigarette pollution | 47,449,866 | 466,884,167 | 5,623,723 | 66,809,063 |
| Shareholder proposal regarding a report on adopting a third-party mandated framework on U.S. farmers | 77,187,990 | 437,610,482 | 5,159,284 | 66,809,063 |
| Shareholder proposal regarding report on safeguarding the privacy of consumer health data | 72,180,021 | 441,445,598 | 6,332,137 | 66,809,063 |
Item 7.01 Regulation FD Disclosure
During the Company’s 2025 virtual Annual Meeting of Shareholders, the audio webcast experienced technical difficulties which caused the audio on the webcast to cut out during the final question of the Q&A portion of the meeting. As a result, no one heard the Company’s response to the final question. Attached to this Form 8-K as Exhibit 99.1, is the final shareholder question submitted during the meeting along with the response from the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 99.1 | Question asked during 2025 Annual Meeting of Shareholders |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 27, 2025 | By: | /s/ Christine S. Wheatley |
| Christine S. Wheatley | ||
| Executive Vice President, Secretary and General Counsel | ||