01—Abstract
Summary
Summary of the 10-K/A filed May 10, 2004. Cited figures are marked; the original filing is the authoritative source.
This Form 10-K/A (Amendment No. 1) from The Kroger Co., filed May 10, 2004 for the fiscal year ended January 31, 2004, was filed solely to amend the "Executive Officers of the Company" section of Part III, Item 10.
The amendment incorporates officer changes that occurred after the original Annual Report on Form 10-K but before the Proxy Statement, which the company states will be filed on or before June 1, 2004. The filing does not include the full financial statements; it lists the financial statements and notes as part of Item 15 but this amendment does not present them. The amendment reports several leadership changes.
David B. Dillon was promoted to Chief Executive Officer effective June 26, 2003, and Don W. McGeorge was promoted to President and Chief Operating Officer effective the same date.
Joseph A. Pichler, who served as Chief Executive Officer until June 25, 2003, remains Chairman of the Board. W.
Rodney McMullen was elected Vice Chairman effective June 26, 2003, and J. Michael Schlotman was elected Senior Vice President and Chief Financial Officer. William T.
Boehm was promoted to Senior Vice President and President of Manufacturing effective May 6, 2004, and Kevin M. Dougherty was named Group Vice President, Logistics, effective the same date. The filing also discloses Section 16(a) beneficial ownership reporting exceptions for fiscal year 2003.
Five officers filed late or inaccurate forms, including Dr. Susan Phillips, M. Marnette Perry, Joseph Grieshaber, Jr., Bruce A. Macaulay, and Paul J.
Scutt. The filing identifies no other material financial results, as the operating and financial statement details are not contained in this amendment.
02—Key points
Key Highlights
- Filing type: Amendment No. 1 to the Form 10-K for the fiscal year ended January 31, 2004, filed solely to update the Executive Officers section of Part III, Item 10.
- CEO transition: David B. Dillon was promoted to Chief Executive Officer effective June 26, 2003, and Don W. McGeorge became President and Chief Operating Officer on the same date.
- Board leadership: Joseph A. Pichler served as Chief Executive Officer until June 25, 2003, and remains Chairman of the Board of Directors.
- Finance leadership: J. Michael Schlotman was elected Senior Vice President effective June 26, 2003, and serves as Chief Financial Officer; M. Elizabeth Van Oflen is Vice President and Controller.
- Recent officer changes: William T. Boehm was named Senior Vice President and President of Manufacturing and Kevin M. Dougherty was named Group Vice President, Logistics, both effective May 6, 2004.
- Compliance disclosure: Five Section 16(a) filings for fiscal 2003 were late or inaccurate, involving Dr. Susan Phillips, M. Marnette Perry, Joseph Grieshaber, Jr., Bruce A. Macaulay, and Paul J. Scutt.
- Shares outstanding: 742,534,118 common shares were outstanding on April 9, 2004, with an aggregate non-affiliate market value of $12,620,657,565 as of the same date.
03—Questions
Frequently Asked Questions
Why was this amended filing made?
The amendment was filed solely to revise the Executive Officers of the Company section of Part III, Item 10, to incorporate officer changes that occurred after the original Form 10-K but before the Proxy Statement.
Who leads Kroger after the 2003 management changes?
David B. Dillon is Chief Executive Officer, effective June 26, 2003, and Don W. McGeorge is President and Chief Operating Officer, effective the same date. Joseph A. Pichler continues as Chairman of the Board, and W. Rodney McMullen is Vice Chairman.
Who is Kroger's Chief Financial Officer?
J. Michael Schlotman serves as Chief Financial Officer, having held the role since January 26, 2000, and was elected Senior Vice President effective June 26, 2003.
Did any officers fail to file required ownership reports on time?
Yes. The company reports five exceptions for fiscal 2003: Dr. Susan Phillips, M. Marnette Perry, Joseph Grieshaber, Jr., Bruce A. Macaulay, and Paul J. Scutt each had a late or inaccurate Section 16(a) filing, all described as inadvertent.
When will the Proxy Statement be filed?
The company states that its Proxy Statement will be filed pursuant to Regulation 14A on or before June 1, 2004, and it is incorporated by reference into Parts II and III of the Form 10-K.
04—Continue