Additional Proxy Soliciting Materials (definitive) (defa14a)
May 13 2015 - 2:44PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
Filed by the Registrant
[X] |
Filed by a Party other than
the Registrant [ ] |
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Check the appropriate
box: |
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Preliminary Proxy
Statement |
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Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy
Statement |
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Definitive Additional
Materials |
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Soliciting Material Pursuant to §240.14a-12 |
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The Kroger Co. |
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(Name of Registrant as
Specified In Its Charter) |
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant) |
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Payment of Filing Fee (Check
the appropriate box): |
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No fee required. |
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Fee computed on
table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of
securities to which transaction applies: |
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Aggregate number of securities to
which transaction applies: |
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set
forth the amount on which the filing fee is calculated and state how it
was determined): |
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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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Fee paid previously
with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing. |
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Amount Previously
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Form, Schedule or Registration
Statement No.: |
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Filing Party: |
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Date Filed: |
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*** Exercise Your
Right to Vote
***
Important Notice Regarding the
Availability of Proxy Materials for the
Shareholder Meeting to Be Held on
June 25, 2015.
THE KROGER CO.
THE KROGER
CO.
1014 VINE STREET
CINCINNATI, OH 45202
Meeting
Information
Meeting
Type: |
Annual
Meeting |
For
holders as of: |
April 30, 2015 |
Date: June 25, 2015 Time: 11:00 AM, Eastern Time
Location: |
Music Hall
Ballroom |
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Music
Hall |
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1241 Elm
Street |
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Cincinnati, OH
45202 |
You are receiving this communication
because you hold shares in the company named above.
This is not a ballot. You cannot use
this notice to vote these shares. This communication presents only an overview
of the more complete proxy materials that are available to you on the Internet.
You may view the proxy materials online at www.proxyvote.com or easily request a
paper copy (see reverse side).
We encourage you to access and review
all of the important information contained in the proxy materials before
voting.
See the
reverse side of this notice to obtain proxy materials and voting
instructions. |
Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW
or RECEIVE:
COMBINED NOTICE, PROXY STATEMENT, AND
ANNUAL REPORT
How to View
Online:
Have the information that is
printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the
following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER
or E-MAIL Copy:
If you want to receive a
paper or e-mail copy of these documents, you must request one. There is NO
charge for requesting a copy. Please choose one of the following methods to make
your request:
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1) |
BY
INTERNET: |
www.proxyvote.com |
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2) |
BY
TELEPHONE: |
1-800-579-1639 |
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3) |
BY
E-MAIL*: |
sendmaterial@proxyvote.com |
* If requesting materials by e-mail,
please send a blank e-mail with the information that is printed in the box
marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the following page) in the
subject line.
Requests, instructions and other
inquiries sent to this e-mail address will NOT be forwarded to your investment
advisor. Please make the request as instructed above on or before June 11, 2015 to facilitate timely delivery.
How To Vote
Please Choose One of the Following Voting
Methods
Vote In Person: Many shareholder meetings have attendance requirements
including, but not limited to, the possession of an attendance ticket issued by
the entity holding the meeting. Please check the meeting materials for any
special requirements for meeting attendance. At the meeting, you will need to
request a ballot to vote these shares.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the
information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the following page)
available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the
materials, which will include a proxy card.
The Board of
Directors recommends you vote FOR the following: |
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1. |
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Election of
Directors |
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Nominees: |
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1a. |
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Nora A. Aufreiter
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1b. |
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Robert D.
Beyer |
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1c. |
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Susan J.
Kropf |
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1d. |
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David B.
Lewis |
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1e. |
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W. Rodney
McMullen |
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1f. |
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Jorge P.
Montoya |
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1g. |
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Clyde R.
Moore |
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1h. |
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Susan M.
Phillips |
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1i. |
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James A.
Runde |
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1j. |
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Ronald L.
Sargent |
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1k. |
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Bobby S.
Shackouls |
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The Board of Directors recommends that you vote FOR proposals 2 and 3.
2. |
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Advisory vote to approve executive compensation. |
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3. |
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Ratification of PricewaterhouseCoopers LLP, as auditors. |
The Board of Directors recommends that you vote AGAINST proposals 4, 5 and 6.
4. |
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A shareholder
proposal, if properly presented, to publish a report on human rights risks
of operations and supply chain. |
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5. |
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A shareholder
proposal, if properly presented, to issue a report assessing the
environmental impacts of using unrecyclable packaging for private label
brands. |
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6. |
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A shareholder
proposal, if properly presented, to issue a report regarding options to
reduce or eliminate antibiotic use in the production of private label
meats. |
NOTE: Holders of common shares of record at the close of business on April 30, 2015, will be entitled to vote at the meeting. To receive directions to the
annual meeting please call 513-762-1220.
ADMISSION TICKET - if you plan to attend the annual meeting of shareholders,
please bring this notice with you as it serves as your admission ticket. This
ticket admits only the shareholder(s) listed on this notice and is not
transferable.
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