01—Abstract
Summary
Summary of the 8-K filed June 28, 2024. Cited figures are marked; the original filing is the authoritative source.
The Kroger Co. reported results from its 2024 Annual Meeting of Shareholders, held June 27, 2024, with 727,594,870 common shares issued and outstanding as of the April 30, 2024 record date.
Shareholders elected all eleven director nominees to serve until the 2025 annual meeting, including Nora A. Aufreiter, Kevin M. Brown, Elaine L.
Chao, Anne Gates, Karen M. Hoguet, W. Rodney McMullen, Clyde R.
Moore, Ronald L. Sargent, J. Amanda Sourry Knox, Mark S.
Sutton, and Ashok Vemuri. Each director received more For votes than Against votes, though several nominees had Against votes exceeding 40 million, such as McMullen (43,889,043) and Sargent (39,311,771) at the higher end of opposition, and Moore drew the most Against votes at 51,141,407. Shareholders approved the company's executive compensation on an advisory basis, with 518,273,327 votes For and 49,641,585 Against.
They also ratified PricewaterhouseCoopers LLP as independent auditor for fiscal year 2024, with 566,945,808 For and 66,419,367 Against. Shareholders rejected all five shareholder proposals, covering a report on public health costs from tobacco sales, listing charitable contributions of $10,000a or more, a living wage policy, and a just transition report. The tobacco proposal received 64,117,589 For votes against 499,568,269 Against.
The filing is a routine governance disclosure under Item 5.07 and reports no financial results, transactions, or changes in guidance. Its main significance for investors is that shareholder support for management's positions and for the auditor was maintained while opposition to certain director nominees and the executive compensation proposal was visible.
02—Key points
Key Highlights
- Annual Meeting held June 27, 2024, with 727,594,870 common shares outstanding as of the April 30, 2024 record date.
- All eleven director nominees were elected to serve until the 2025 annual meeting.
- Advisory vote approved executive compensation with 518,273,327 For and 49,641,585 Against votes.
- PricewaterhouseCoopers LLP was ratified as independent auditor for fiscal year 2024 with 566,945,808 For and 66,419,367 Against votes.
- All five shareholder proposals were rejected, including those on tobacco public health costs, charitable contribution listing, living wage policy, and a just transition report.
- The tobacco-related proposal drew 499,568,269 Against votes versus 64,117,589 For, the widest margin among the shareholder proposals.
- Broker non-votes of 63,566,975 were recorded on the director election and executive compensation proposals.
03—Questions
Frequently Asked Questions
How many shares were eligible to vote at the 2024 Annual Meeting?
There were 727,594,870 common shares issued and outstanding at the close of business on April 30, 2024, the record date for the meeting.
Were all director nominees elected?
Yes. Shareholders elected all eleven directors to serve until the 2025 annual meeting or until their successors are elected and qualified. Karen M. Hoguet received the most For votes at 563,558,844, while Clyde R. Moore received 518,502,769 For votes and 51,141,407 Against votes.
Did shareholders approve executive compensation?
Yes. The advisory vote approved executive compensation with 518,273,327 For votes, 49,641,585 Against votes, and 3,353,838 Abstain votes.
Did shareholders support the auditor selection?
Yes. Shareholders ratified PricewaterhouseCoopers LLP as independent auditor for fiscal year 2024 with 566,945,808 For votes, 66,419,367 Against votes, and 1,470,550 Abstain votes.
What happened to the shareholder proposals?
All five shareholder proposals were rejected. These covered a report on public health costs from tobacco sales, listing charitable contributions of $10,000 or more, a living wage policy, and a just transition report.
04—Continue