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 28, 2018

(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:

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 o

 

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. o

 

 

 



 

Item 5.03                                           Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On June 28, 2018, the shareholders of The Kroger Co. (the “Company”) approved an amendment to the Company’s Regulations to implement proxy access procedures (the “Proxy Access Amendment”). The Proxy Access Amendment was previously disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on May 15, 2018 and is set forth in the Company’s Regulations.

 

The Proxy Access Amendment permits a shareholder, or group of no more than 20 shareholders, owning three percent or more of the Company’s outstanding common shares continuously for at least the previous three years to nominate and include one director nominee in the Company’s proxy statement for its annual meeting of shareholders, subject to the eligibility, notice, information and other requirements set forth in the Proxy Access Amendment. The maximum number of shareholder-nominated candidates the Company is required to include in its proxy materials is the greater of 2 or 20% of the directors in office at the time of nomination.

 

The foregoing description of the Proxy Access Amendment is qualified in its entirety by reference to the Company’s Regulations, which are attached hereto as Exhibit 3.1 and incorporated herein by reference.

 

Item 5.07                                           Submission of Matters to a Vote of Security Holders.

 

On June 28, 2018, the Company held its 2018 Annual Meeting of Shareholders (the “Annual Meeting”). At the close of business on May 2, 2018, the record date for determination of shareholders entitled to vote at the Annual Meeting, there were 812,841,516 common shares of the Company issued and outstanding. At the Annual Meeting, the shareholders elected eleven directors to serve until the annual meeting in 2019, or until their successors have been elected and qualified; approved the Company’s executive compensation on an advisory basis; approved an amendment to the Company’s Regulations to implement proxy access; rejected an amendment to the Company’s Regulations to permit Board amendments in accordance with Ohio law; ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal year 2018; rejected a shareholder proposal to issue a report assessing the environmental impacts of using unrecyclable packaging for private label brands; rejected a shareholder proposal to issue a report assessing the climate benefits and feasibility of adopting enterprise wide, quantitative, time bound targets for increasing renewable energy sourcing; and rejected a shareholder proposal recommending adoption of a policy to require the Chair of the Board to be independent. The final results are as follows:

 

 

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON-VOTE

Nora A. Aufreiter

 

603,705,800

 

7,961,181

 

1,572,646

 

101,907,544

Robert D. Beyer

 

576,247,769

 

35,481,506

 

1,510,352

 

101,907,544

Anne Gates

 

603,473,088

 

7,985,807

 

1,780,732

 

101,907,544

Susan J. Kropf

 

593,001,481

 

18,598,750

 

1,639,396

 

101,907,544

W. Rodney McMullen

 

556,889,983

 

54,615,203

 

1,734,441

 

101,907,544

Jorge P. Montoya

 

596,573,132

 

14,989,344

 

1,677,151

 

101,907,544

Clyde R. Moore

 

576,343,866

 

35,240,949

 

1,654,812

 

101,907,544

James A. Runde

 

594,681,661

 

16,637,155

 

1,920,811

 

101,907,544

Ronald L. Sargent

 

592,342,356

 

18,958,867

 

1,938,404

 

101,907,544

Bobby S. Shackouls

 

582,547,573

 

29,107,431

 

1,584,623

 

101,907,544

Mark S. Sutton

 

605,505,092

 

6,199,954

 

1,534,581

 

101,907,544

 

2



 

 

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON VOTE

Advisory vote approving executive compensation

 

554,262,734

 

55,200,453

 

3,776,440

 

101,907,544

 

 

 

 

 

 

 

 

 

Approve an amendment to the Company’s Regulations to implement proxy access

 

584,656,641

 

25,828,704

 

2,754,282

 

101,907,544

 

 

 

 

 

 

 

 

 

Approve an amendment to the Company’s Regulations to permit Board amendments in accordance with Ohio law

 

594,616,443

 

16,610,354

 

2,012,830

 

101,907,544

 

 

 

 

 

 

 

 

 

Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2018

 

689,680,158

 

23,691,680

 

1,775,333

 

 

 

 

 

 

 

 

 

 

Shareholder proposal (to issue a report assessing the environmental impacts of using unrecyclable packaging for private label brands)

 

176,498,294

 

423,897,060

 

12,844,273

 

101,907,544

 

 

 

 

 

 

 

 

 

Shareholder proposal (to issue a report assessing the climate benefits and feasibility of adopting enterprise wide, quantitative, time bound targets for increasing renewable energy sourcing)

 

189,025,755

 

412,263,763

 

11,950,109

 

101,907,544

 

 

 

 

 

 

 

 

 

Shareholder proposal (recommending adoption of a policy to require the Chair of the Board to be independent)

 

164,610,133

 

443,731,739

 

4,897,755

 

101,907,544

 

Item 9.01                                           Financial Statements and Exhibits.

 

(d)    Exhibits.

 

Exhibit No.

 

Description

 

 

 

3.1

 

Regulations of The Kroger Co., as amended June 28, 2018

 

3



 

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 29, 2018

By:

/s/ Christine S. Wheatley

 

 

Christine S. Wheatley

 

 

Group Vice President, Secretary and General Counsel

 

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