UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report:
(Date of earliest event reported)
The
(Exact name of registrant as specified in its charter)
| No. |
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| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code: (
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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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 22, 2023, the Company held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). At the close of business on April 24, 2023, the record date for determination of shareholders entitled to vote at the Annual Meeting, there were 717,648,391 common shares of the Company issued and outstanding. At the Annual Meeting, the shareholders elected eleven directors to serve until the annual meeting in 2024, or until their successors have been elected and qualified; approved the Company’s executive compensation on an advisory basis; selected one year as the frequency of approval of executive compensation on an advisory basis; ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2023; rejected a shareholder proposal regarding a report on the public health costs from sale of tobacco products; rejected a shareholder proposal regarding listing of charitable contributions of $10,000 or more; rejected a shareholder proposal regarding a report on the recyclability of packaging; approved a shareholder proposal regarding a report on racial and gender pay gaps; and rejected a shareholder proposal regarding a report on EEO policy risks.
The final results are as follows:
| Director Election Proposal |
For |
Against |
Broker Non-Votes | ||
| Nora A. Aufreiter | 550,994,680 | 7,063,845 | 62,743,072 | ||
| Kevin M. Brown | 551,745,614 | 6,282,346 | 62,743,072 | ||
| Elaine L. Chao | 549,974,681 | 7,884,932 | 62,743,072 | ||
| Anne Gates | 538,200,136 | 19,936,704 | 62,743,072 | ||
| Karen M. Hoguet | 551,774,892 | 6,255,720 | 62,743,072 | ||
| W. Rodney McMullen | 514,099,199 | 39,598,221 | 62,743,072 | ||
| Clyde R. Moore | 520,920,720 | 37,112,409 | 62,743,072 | ||
| Ronald L. Sargent | 520,272,177 | 37,846,932 | 62,743,072 | ||
| J. Amanda Sourry Knox | 550,062,046 | 8,004,869 | 62,743,072 | ||
| Mark S. Sutton | 549,854,432 | 8,254,131 | 62,743,072 | ||
| Ashok Vemuri | 551,601,263 | 6,348,221 | 62,743,072 |
| Other Proposals |
For |
Against |
Abstain |
Broker Non-Votes |
| Advisory vote approving executive compensation | 508,396,319 | 48,062,521 | 2,821,010 | 62,743,072 |
| One Year | Two Years | Three Years | Abstain | |
| Advisory vote on Frequency of Future Votes on Executive Compensation | 534,196,530 | 2,904,080 | 19,274,873 | 2,904,367 |
| For | Against | Abstain | Broker Non-Votes | |
| Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2023 | 567,205,899 | 53,449,710 | 1,367,313 | |
| Shareholder proposal regarding the Report on Public Health Costs from the Sale of Tobacco Products | 70,505,903 | 484,313,990 | 4,459,957 | 62,743,072 |
| Shareholder proposal regarding Listing of Charitable Contributions of $10,000 or More | 36,872,645 | 516,894,975 | 5,512,230 | 62,743,072 |
| Shareholder proposal regarding a Report on Recyclability of Packaging | 176,509,674 | 379,352,202 | 3,417,974 | 62,743,072 |
| Shareholder proposal regarding a Report on Racial and Gender Pay Gaps | 288,358,833 | 267,381,681 | 3,539,336 | 62,743,072 |
| Shareholder proposal regarding EEO Policy Risks | 10,458,817 | 544,893,409 | 3,927,624 | 62,743,072 |
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, 2023 | By: | /s/ Christine S. Wheatley |
| Christine S. Wheatley | ||
| Group Vice President, Secretary and General Counsel | ||