Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 8-K   CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934   Date of Report:   June 22, 2023 (Date of earliest event reported)   The Kroger Co. (Exact name of registrant as specified in its charter)   Ohio   No. 1-303   31-0345740 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)   1014 Vine Street Cincinnati , OH 45202 (Address of principal executive offices, including zip code)   Registrant’s telephone number, including area code:  ( 513 ) 762-4000   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:   ¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock $1.00 par value per share   KR   New York Stock Exchange   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