-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QK95Ahpp30LyBikoJGmr33k+1wdGfazlZJ8EYotiFFRk9wZEl6j9RbaWizs9T5qa U9i19zlvZOJoKBEp6+Nyuw== 0001209191-10-059448.txt : 20101209 0001209191-10-059448.hdr.sgml : 20101209 20101209172649 ACCESSION NUMBER: 0001209191-10-059448 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101209 FILED AS OF DATE: 20101209 DATE AS OF CHANGE: 20101209 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KROGER CO CENTRAL INDEX KEY: 0000056873 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 310345740 STATE OF INCORPORATION: OH FISCAL YEAR END: 0203 BUSINESS ADDRESS: STREET 1: 1014 VINE ST CITY: CINCINNATI STATE: OH ZIP: 45201 BUSINESS PHONE: 5137624000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Burt Jeffrey D CENTRAL INDEX KEY: 0001505884 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00303 FILM NUMBER: 101243154 MAIL ADDRESS: STREET 1: THE KROGER CO. STREET 2: 1014 VINE STREET CITY: CINCINNATI STATE: OH ZIP: 45202 3 1 doc3.xml FORM 3 SUBMISSION X0203 3 2010-12-09 0 0000056873 KROGER CO KR 0001505884 Burt Jeffrey D THE KROGER CO. 1014 VINE STREET CINCINNATI OH 45202 0 1 0 0 Group Vice President Common Stock 14365.5632 D Non-Qualified Stock Option 24.43 2011-05-10 Common Stock 4500 D Non-Qualified Performance Stock Option 24.43 2011-05-10 Common Stock 4500 D Non-Qualified Stock Option 22.995 2012-05-09 Common Stock 4500 D Non-Qualified Performance Stock Option 22.995 2012-05-09 Common Stock 4500 D Non-Qualified Stock Option 17.31 2014-05-06 Common Stock 1800 D Non-Qualified Stock Option 16.385 2015-05-05 Common Stock 3600 D Non-Qualified Stock Option 19.94 2016-05-04 Common Stock 5500 D Non-Qualified Stock Option 28.61 2018-06-26 Common Stock 8000 D Non-Qualified Stock Option 22.34 2019-06-25 Common Stock 8000 D Non-Qualified Stock Option 20.16 2020-06-24 Common Stock 8000 D The total amount of securities directly owned by the reporting person includes shares in the Company's employee benefit plans that are deemed to be 'tax-conditioned plans' pursuant to Rule 16b-3, to the extent disclosed on reports received from plan trustees. These options were granted under a long-term incentive plan of The Kroger Co. and vest in equal annual installments in whole amounts over a five-year period, at the rate of 20% per year commencing one year from the date of the grant. These options will vest during the first four years from the date of the grant only if the Company's stock price has achieved a 78% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 15% appreciation per annum from the date of grant or 208% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested. These options will vest during the first four years from the date of the grant only if the Company's stock price has achieved a 55% appreciation from the option price. Thereafter, the options vest only if the Company's stock price has achieved a minimum 13% appreciation per annum from the date of grant or 185% appreciation, whichever is less. The options vest nine years and six months after grant, if not sooner vested. /s/ Jeffrey D. Burt, by Bruce M. Gack, Attorney-in-Fact 2010-12-09 EX-24.3_354350 2 poa.txt POA DOCUMENT POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: The undersigned does hereby make, constitute and appoint Paul W. Heldman and Bruce M. Gack, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact to sign and execute for and on his behalf, and in his name, place and stead, to sign, execute, affix his seal, and file with the Securities and Exchange Commission, any and all documents required to be filed by him under Section 16 of the Securities Exchange Act of 1934, as amended, or any successor or comparable requirement, with respect to his holdings or changes in holdings of securities issued by The Kroger Co., in such form as the attorney-in-fact may approve. The attorney-in-fact may do any and all other acts that said attorney-in-fact may deem necessary or appropriate in order to effectuate the foregoing as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof. The power granted hereby will remain in effect until revoked in writing by the undersigned. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal, this 16th day of November, 2010. /s/ Jeffrey D. Burt Jeffrey D. Burt -----END PRIVACY-ENHANCED MESSAGE-----