01—Abstract
Summary
Summary of the 8-K filed June 26, 2026. Cited figures are marked; the original filing is the authoritative source.
The Kroger Co. filed this 8-K on June 26, 2026 to report three items: a director/officer change, the results of its 2026 Annual Meeting of Shareholders, and a related exhibit.
Under Item 5.02, Ronald L. Sargent, Chairman of the Board since March 2025, will cease serving as an employee effective July 1, 2026, and will continue as Non-Executive Chairman of the Board. The filing states that effective July 1, 2026, each non-employee director will receive an annual cash retainer of $115,000a and an annual grant of incentive shares valued at approximately $215,000, and the Non-Executive Chairman will receive an additional annual incentive share grant valued at approximately $250,000.
Under Item 5.07, shareholders held the Annual Meeting on June 25, 2026, where all ten director nominees were elected to serve until the 2027 annual meeting. Shareholders also approved the advisory executive compensation vote, ratified PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026, and approved the Second Amended and Restated 2019 Long-Term Incentive Plan.
A shareholder proposal regarding a report on GHG emissions reductions was rejected, with 85,776,050 votes for, 404,190,678 against, and 4,717,237 abstaining. The filing's Item 9.01 lists only Exhibit 104, the cover page Interactive Data File embedded in the Inline XBRL document, and contains no financial statements.
02—Key points
Key Highlights
- Ronald L. Sargent will stop serving as a Kroger employee effective July 1, 2026, but will remain Chairman of the Board in a non-executive capacity.
- Effective July 1, 2026, non-employee directors will receive a $115,000 annual cash retainer and annual incentive shares valued at approximately $215,000.
- The Non-Executive Chairman will receive an additional annual incentive share grant valued at approximately $250,000.
- All ten director nominees were elected at the June 25, 2026 Annual Meeting to serve until the 2027 annual meeting.
- Shareholders approved the advisory executive compensation proposal with 438,059,369 votes for and 54,634,483 against.
- Shareholders approved the Second Amended and Restated 2019 Long-Term Incentive Plan with 469,692,587 votes for and 23,076,470 against.
- Shareholders rejected a proposal for a report on GHG emissions reductions, with 404,190,678 votes against and 85,776,050 for.
03—Questions
Frequently Asked Questions
What is changing in Kroger's board leadership?
Ronald L. Sargent, who has been Chairman of the Board since March 2025, will cease serving as an employee effective July 1, 2026. He will continue as Non-Executive Chairman of the Board.
How will director compensation change?
Effective July 1, 2026, each non-employee director will receive an annual cash retainer of $115,000 and an annual grant of incentive shares valued at approximately $215,000. The Non-Executive Chairman will also receive an annual incentive share grant valued at approximately $250,000.
Did shareholders approve the executive compensation plan?
Yes. The advisory vote on executive compensation passed with 438,059,369 votes for, 54,634,483 against, and 1,990,113 abstaining.
Was the independent auditor approved?
Yes. Shareholders ratified PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2026, with 510,100,161 votes for, 43,721,635 against, and 2,341,593 abstaining.
Did the shareholder GHG emissions proposal pass?
No. The shareholder proposal regarding a report on GHG emissions reductions was rejected, with 85,776,050 votes for, 404,190,678 against, and 4,717,237 abstaining.
04—Continue