Additional Proxy Soliciting Materials (definitive) (defa14a)
May 12 2016 - 9:08AM
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]
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Filed by a Party other than
the Registrant [ ]
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Check the appropriate
box:
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[ ]
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Preliminary Proxy
Statement
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[ ]
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Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2))
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[ ]
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Definitive Proxy
Statement
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[X]
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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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[X]
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No fee required.
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[
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Fee computed on
table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1)
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Title of each class of
securities to which transaction applies:
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2)
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Aggregate number of securities to
which transaction applies:
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3)
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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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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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[
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Fee paid previously
with preliminary materials.
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[
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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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1)
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Amount Previously
Paid:
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2)
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Form, Schedule or Registration
Statement No.:
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3)
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Filing Party:
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4)
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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 23, 2016.
THE KROGER CO.
THE KROGER
CO.
1014 VINE STREET
CINCINNATI, OH 45202
Meeting
Information
Meeting
Type:
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Annual
Meeting
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For
holders as of:
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April 27,
2016
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Date:
June 23,
2016
Time:
11:00 AM, Eastern Time
Location:
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School for Creative and
Performing Arts
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Corbett Theater
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108 W. Central
Parkway
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Cincinnati, OH
45202
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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.
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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)
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BY
INTERNET
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www.proxyvote.com
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2)
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BY
TELEPHONE
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1-800-579-1639
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3)
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BY
E-MAIL*
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sendmaterial@proxyvote.com
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* 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 9, 2016 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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Anne Gates
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1d.
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Susan J.
Kropf
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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.
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The Board of Directors
recommends that you vote AGAINST proposals 4, 5, 6 and 7.
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 assessing the climate benefits and feasibility
of adopting enterprise-wide, quantitative, time bound
targets for increasing renewable energy sourcing.
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7.
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A shareholder
proposal, if properly presented, to adopt a general payout policy that
gives preference to share repurchases (relative to cash dividends) as a
method to return capital to
shareholders.
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NOTE:
Holders of common shares of record at the close of
business on April 27, 2016, 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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