Shareholder Vote · Reg FD Disclosure

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 26, 2025 (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 26, 2025, The Kroger Co. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders elected ten directors to serve until the annual meeting in 2026, or until their successors have been elected and qualified; approved the Company’s executive compensation on an advisory basis; ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2025; rejected a shareholder proposal regarding a report on discarded cigarette pollution; rejected a shareholder proposal regarding a report on adopting a third-party mandated framework on U.S. farmers; and rejected a shareholder proposal reading a report on safeguarding the privacy of consumer health data.   The final results are as follows:   Director Election Proposal   For     Against   Broker Non-Votes Nora A. Aufreiter 510,182,068   8,015,249   66,809,063 Kevin M. Brown 510,572,737   7,776,405   66,809,063 Elaine L. Chao 491,861,666   25,982,845   66,809,063 Anne Gates 487,929,744   29,026,344   66,809,063 Karen M. Hoguet 511,588,822   6,428,356   66,809,063 Clyde R. Moore 469,534,947   48,330,540   66,809,063 Ronald L. Sargent 455,468,280   63,106,723   66,809,063 J. Amanda Sourry Knox 512,945,377   4,998,351   66,809,063 Mark S. Sutton 495,099,132   23,225,073   66,809,063 Ashok Vemuri 511,101,255   6,678,991   66,809,063     Other Proposals   For   Against   Abstain Broker Non-Votes Advisory vote approving executive compensation 479,422,891 37,724,712 2,810,153 66,809,063 Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2025 538,041,379 46,621,553 2,103,887   Shareholder proposal regarding a Report on discarded cigarette pollution 47,449,866 466,884,167 5,623,723 66,809,063 Shareholder proposal regarding a report on adopting a third-party mandated framework on U.S. farmers 77,187,990 437,610,482 5,159,284 66,809,063 Shareholder proposal regarding report on safeguarding the privacy of consumer health data 72,180,021 441,445,598 6,332,137 66,809,063         Item 7.01    Regulation FD Disclosure   During the Company’s 2025 virtual Annual Meeting of Shareholders, the audio webcast experienced technical difficulties which caused the audio on the webcast to cut out during the final question of the Q&A portion of the meeting. As a result, no one heard the Company’s response to the final question. Attached to this Form 8-K as Exhibit 99.1, is the final shareholder question submitted during the meeting along with the response from the Company.   Item 9.01 Financial Statements and Exhibits.   (d)         Exhibits.   Exhibit No . Description   99.1 Question asked during 2025 Annual Meeting of Shareholders   104 Cover Page Interactive Data File (embedded within the Inline XBRL document).         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 27, 2025 By: /s/ Christine S. Wheatley     Christine S. Wheatley     Executive Vice President, Secretary and General Counsel