01—Abstract
Summary
Summary of the 8-K filed June 27, 2025. Cited figures are marked; the original filing is the authoritative source.
The Kroger Co. filed this Form 8-K on June 27, 2025 to report results of its 2025 Annual Meeting of Shareholders, held June 26, 2025.
Shareholders elected all ten director nominees to serve until the 2026 annual meeting, including Nora A. Aufreiter, Kevin M. Brown, Elaine L.
Chao, Anne Gates, Karen M. Hoguet, Clyde R. Moore, Ronald L.
Sargent, J. Amanda Sourry Knox, Mark S. Sutton and Ashok Vemuri.
Shareholders approved the company's executive compensation on an advisory basis, with 479,422,891 votes for and 37,724,712 against, and ratified PricewaterhouseCoopers LLP as independent auditor for fiscal year 2025, with 538,041,379 votes for and 46,621,553 against. All three shareholder proposals were rejected: a report on discarded cigarette pollution, a report on adopting a third-party mandated framework on U.S. farmers, and a report on safeguarding the privacy of consumer health data. Each received substantially more votes against than for, with the cigarette pollution proposal receiving 47,449,866 votes for and 466,884,167 against.
The filing also furnishes under Item 7.01 a question and answer that was not heard by attendees because the webcast audio cut out during the final Q&A question. The question concerned how Kroger is approaching the changing tariff situation and whether costs would be passed to consumers.
Interim CEO and Chairman Ronald Sargent responded that Kroger is less impacted by proposed tariffs than some competitors, is working with suppliers to source from less-affected areas, and views price increases as a last resort. The exhibit is Exhibit 99.1, and the filing also includes Exhibit 104, the cover page interactive data file.
02—Key points
Key Highlights
- Shareholders elected all ten director nominees to serve until the 2026 annual meeting, with Ronald L. Sargent receiving 455,468,280 votes for and 63,106,723 against.
- Advisory vote approving executive compensation passed with 479,422,891 votes for, 37,724,712 against and 2,810,153 abstentions.
- PricewaterhouseCoopers LLP was ratified as independent auditor for fiscal year 2025 with 538,041,379 votes for and 46,621,553 against.
- All three shareholder proposals were rejected: on discarded cigarette pollution, on a third-party mandated framework on U.S. farmers, and on safeguarding consumer health data privacy.
- The cigarette pollution proposal received 47,449,866 votes for and 466,884,167 against.
- Item 7.01 furnishes an answer to a tariff-related question that was not heard during the meeting because of a webcast audio failure.
- Ronald L. Sargent, identified as Interim Chief Executive Officer and Chairman of the Board, stated that price increases are a last resort in response to tariffs.
03—Questions
Frequently Asked Questions
Did shareholders approve the executive compensation plan?
Yes. The advisory vote on executive compensation was approved, with 479,422,891 votes for, 37,724,712 against and 2,810,153 abstentions.
Who was elected to the Board of Directors?
Shareholders elected ten directors to serve until the 2026 annual meeting: Nora A. Aufreiter, Kevin M. Brown, Elaine L. Chao, Anne Gates, Karen M. Hoguet, Clyde R. Moore, Ronald L. Sargent, J. Amanda Sourry Knox, Mark S. Sutton and Ashok Vemuri.
Which auditor was ratified for fiscal year 2025?
Shareholders ratified PricewaterhouseCoopers LLP as the company's independent auditor for fiscal year 2025, with 538,041,379 votes for and 46,621,553 against.
How is Kroger responding to tariffs and will it raise prices?
According to the answer furnished in Exhibit 99.1, Kroger is less impacted by proposed tariffs than some competitors given its product mix, is working with suppliers to source from less-affected areas, and views price increases as a last resort, aiming to avoid raising prices for customers who need value.
Were any shareholder proposals approved?
No. The cigarette pollution report, the U.S. farmers framework report, and the consumer health data privacy report proposals were all rejected by shareholders.
04—Continue