01—Abstract
Summary
Summary of the 8-K filed March 3, 2025. Cited figures are marked; the original filing is the authoritative source.
Kroger's 8-K reports that Chairman and CEO Rodney McMullen has resigned, effective immediately, following a Board investigation into his personal conduct.
The Board states the conduct is not related to the Company's financial performance, operations or reporting, and did not involve any Kroger associates. Lead Director Ronald Sargent has been appointed interim Chief Executive Officer and Chairman of the Board, and the Board has formed a Search Committee and engaged a nationally recognized firm to find a permanent CEO. Mark Sutton was named Lead Director.
McMullen will forfeit all unvested equity awards under the 2019 Long-Term Incentive Plan and will not receive a 2024 bonus, but will keep awards that are fully vested or whose performance period is complete. In a press release furnished under Item 7.01, Kroger also previewed preliminary full-year 2024 results. The Company expects full-year Identical Sales without fuel to be at the high end of its guidance range and full-year Adjusted Earnings Per Share to be slightly above the high end of that range.
Full fourth-quarter and full-year 2024 results, along with full-year 2025 guidance, will be reported on Thursday, March 6, 2025, with a conference call at 10:00 a.m. ET.
For investors, the key near-term items are the leadership transition, the timing of the CEO search, and the March 6 earnings release, which will provide the first full-year 2025 guidance. The filing does not state any financial impact of the resignation beyond the forfeiture of unvested equity and the 2024 bonus.
02—Key points
Key Highlights
- Chairman and CEO Rodney McMullen resigned effective immediately after a Board investigation into his personal conduct, which the Board says is unrelated to Kroger's financial performance, operations or reporting.
- Ronald Sargent, Lead Director since 2017 and a director since 2006, was appointed interim CEO and Chairman of the Board, effective immediately.
- Mark Sutton was appointed Lead Director, replacing Sargent in that role.
- A Search Committee has been formed and a nationally recognized firm engaged to find the next CEO.
- McMullen forfeits all unvested equity awards under the 2019 Long-Term Incentive Plan and is not eligible for a 2024 bonus; fully vested awards and awards with completed performance periods are retained.
- Preliminary full-year 2024 expectations: Identical Sales without fuel at the high end of guidance, and Adjusted EPS slightly above the high end of guidance.
- Kroger will report Q4 and full-year 2024 results and full-year 2025 guidance on March 6, 2025, at 10:00 a.m. ET.
03—Questions
Frequently Asked Questions
Why did Rodney McMullen resign?
The Board became aware of certain personal conduct by Mr. McMullen on February 21, 2025, and retained outside independent counsel to investigate under a special Board committee. The filing states that the conduct is not related to Kroger's financial performance, operations or reporting, did not involve any Kroger associates, and was inconsistent with Kroger's Policy on Business Ethics.
Who is running Kroger now and who will choose the permanent CEO?
Ronald Sargent serves as interim CEO and Chairman of the Board, effective immediately, and has agreed to serve until the next CEO is appointed. The Board has formed a Search Committee and engaged a nationally recognized search firm to find the permanent CEO.
What happens to McMullen's equity and bonus?
McMullen will forfeit all unvested equity awards under the 2019 Long-Term Incentive Plan and will not receive a 2024 bonus. He will keep any awards that were fully vested under their terms or for which the performance period was complete as of his resignation date.
What did Kroger say about its 2024 results?
Kroger expects full-year Identical Sales without fuel to be at the high end of its guidance range and full-year Adjusted Earnings Per Share to be slightly above the high end of its guidance range. Detailed fourth-quarter and full-year 2024 results and full-year 2025 guidance will be reported on March 6, 2025.
When will investors get more detail on Kroger's outlook?
Kroger will report fourth-quarter and full-year 2024 results and full-year 2025 guidance on Thursday, March 6, 2025, during an earnings conference call at 10:00 a.m. ET.
04—Continue