Kroger : Proxy

Section 1: DEF 14A (DEF 14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☑

Filed by a Party other than the Registrant o

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THE KROGER CO.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notice of 2019 Annual Meeting of Shareholders

Fellow Kroger Shareholders:

It is our pleasure to invite you to join our Board of Directors, senior leadership, and other Kroger associates at The Kroger Co. Annual Meeting of Shareholders.

When:	Thursday, June 27, 2019, at 11:00 a.m. eastern time.
Where:	Music Hall
	Music Hall Ballroom
	1241 Elm Street
	Cincinnati, OH 45202

Items of Business:1. To elect 11 director nominees.

1. To approve our executive compensation, on an advisory basis.
2. To consider and act upon a proposal to approve The Kroger Co. 2019 Long-Term Incentive Plan.
3. To approve an amendment to our Regulations to permit Board amendments in accordance with Ohio law.
4. To ratify the selection of our independent auditor for fiscal year 2019.
5. To vote on two shareholder proposals, if properly presented at the meeting.
6. To transact other business as may properly come before the meeting.

Who can Vote:Holders of Kroger common shares at the close of business on the record date May 1, 2019 are entitled to notice of and to vote at the meeting.

How to Vote:Your vote is important! Please vote your proxy in one of the following ways:

1. Via the internet, by visiting www.proxyvote.com.
2. By telephone, by calling the number on your proxy card, voting instruction form or notice.
3. By mail, by marking, signing, dating and mailing your proxy card if you requested printed materials, or your voting instruction form. No postage is required if mailed in the United States.
4. In person, by attending the meeting in Cincinnati.

Attending the Meeting: Shareholders holding shares at the close of business on the record date may attend the meeting. If you own your shares through a brokerage firm you must bring your brokerage statement to show you owned the shares as of the record date and valid photo identification, such as a driver's license or passport. If you own your shares directly, you should bring the notice of meeting that was mailed to you, or the top portion of your proxy card, and valid photo identification. We reserve the right to exclude any person who cannot provide the required items.

Webcast of the Meeting: If you are unable to attend the meeting, you may listen to a live webcast of the meeting by visiting ir.kroger.com at 11:00 a.m. eastern time on June 27, 2019.

We appreciate your continued confidence in Kroger, and we look forward to seeing you at the meeting.

May 14, 2019

By Order of the Board of Directors,

Cincinnati, Ohio

Christine S. Wheatley, Secretary

Proxy Statement

May 14, 2019

We are providing this notice, proxy statement and annual report to the shareholders of The Kroger Co. ("Kroger", "we", "us", "our") in connection with the solicitation of proxies by the Board of Directors of Kroger (the "Board") for use at the Annual Meeting of Shareholders to be held on June 27, 2019, at 11:00 a.m. eastern time, at the Music Hall Ballroom, Music Hall, 1241 Elm St., Cincinnati, Ohio 45202, and at any adjournments thereof.

Our principal executive offices are located at 1014 Vine Street, Cincinnati, Ohio 45202-1100. Our telephone number is 513-762-4000. This notice, proxy statement and annual report, and the accompanying proxy card were first furnished to shareholders on May 14, 2019.

Who can vote?

You can vote if, as of the close of business on May 1, 2019, you were a shareholder of record of Kroger common shares.

Who is asking for my vote, and who pays for this proxy solicitation?

Your proxy is being solicited by Kroger's Board of Directors. Kroger is paying the cost of solicitation. We have hired D.F. King & Co., Inc., 48 Wall Street, New York, New York, a proxy solicitation firm, to assist us in soliciting proxies and we will pay them a fee estimated not to exceed $17,500 for base solicitation fees.

We also will reimburse banks, brokers, nominees, and other fiduciaries for postage and reasonable expenses incurred by them in forwarding the proxy material to beneficial owners of our common shares.

Proxies may be solicited personally, by telephone, electronically via the Internet, or by mail.

Who are the members of the Proxy Committee?

Anne Gates, W. Rodney McMullen, and Ronald L. Sargent, all Kroger Directors, are the members of the Proxy Committee for our 2019 Annual Meeting.

How do I vote my proxy?

You can vote your proxy in one of the following ways:

1. Via the internet, by visiting www.proxyvote.com.
2. By telephone, by calling the number on your proxy card, voting instruction form, or notice.
3. By mail, by marking, signing, dating, and mailing your proxy card if you requested printed materials, or your voting instruction form. No postage is required if mailed in the United States.
4. In person, by attending the meeting in Cincinnati.

What do I need to attend the meeting in person in Cincinnati?

Shareholders holding shares at the close of business on the record date may attend the meeting. If you own your shares through a brokerage firm you must bring your brokerage statement to show you owned the shares as of the record date and valid photo identification, such as a driver's license or passport. If you own your shares directly, you should bring the notice of meeting that was mailed to you, or the top portion of your proxy card, and valid photo identification. We reserve the right to exclude any person who cannot provide the required items.

Can I change or revoke my proxy?

The common shares represented by each proxy will be voted in the manner you specified unless your proxy is revoked before it is exercised. You may change or revoke your proxy by providing written notice to Kroger's Secretary at 1014 Vine Street, Cincinnati, Ohio 45202, in person at the meeting, or by executing and sending us a subsequent proxy.

How many shares are outstanding?

As of the close of business on May 1, 2019, the record date, our outstanding voting securities consisted of 806,682,213 common shares.

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How many votes per share?

Each common share outstanding on the record date will be entitled to one vote on each of the 11 director nominees and one vote on each other proposal. Shareholders may not cumulate votes in the election of directors.

What voting instructions can I provide?

You may instruct the proxies to vote "For" or "Against" each proposal, or you may instruct the proxies to "Abstain" from voting.

What happens if proxy cards or voting instruction forms are returned without instructions?

If you are a registered shareholder and you return your proxy card without instructions, the Proxy Committee will vote in accordance with the recommendations of the Board.

If you hold shares in street name and do not provide your broker with specific voting instructions on proposals 1 - 4 and 6 and 7, which are considered non-routine matters, your broker does not have the authority to vote on those proposals. This is generally referred to as a "broker non-vote." Proposal 5, ratification of auditors, is considered a routine matter and, therefore, your broker may vote your shares according to your broker's discretion.

The vote required, including the effect of broker non-votes and abstentions for each of the matters presented for shareholder vote, is set forth below.

What are the voting requirements and voting recommendation for each of the proposals?

				Effect of
	Board	Voting Approval	Effect of	broker
Proposals	Recommendation	Standard	Abstention	Non-vote
No. 1 Election of Directors		More votes "FOR" than
	FOR each Director	"AGAINST" since an
	Nominee	uncontested election	No Effect	No Effect
No. 2 Advisory Vote to Approve		Affirmative vote of the
Executive Compensation		majority of shares
	FOR	participating in the voting	No Effect	No Effect
No. 3 Vote to Approve The		Affirmative vote of the
Kroger Co. 2019 Long-Term		majority of shares
Incentive Plan	FOR	participating in the voting	No Effect	No Effect
No. 4 Vote to Approve		Affirmative vote of 75% of
Amendment to Regulations to		the outstanding shares
Permit Board Amendments in
Accordance with Ohio Law	FOR		Vote Against	Vote Against
No. 5 Ratification of Independent		Affirmative vote of the
Auditors		majority of shares
	FOR	participating in the voting	No Effect	Not Applicable
Nos. 6 and 7 Shareholder		Affirmative vote of the
Proposals	AGAINST	majority of shares
	each Proposal	participating in the voting	No Effect	No Effect

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June 27, 2019

The Notice of 2019 Annual Meeting, Proxy Statement and 2018 Annual Report and the means to vote by internet are available at www.proxyvote.com.

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Kroger's Corporate Governance Practices

Kroger is committed to strong corporate governance. We believe that strong governance builds trust and promotes the long-term interests of our shareholders. Highlights of our corporate governance practices include the following:

Board Governance Practices

• Strong Board oversight of enterprise risk.

• All director nominees are independent, except for the CEO.
• All five Board committees are fully independent.
• Robust code of ethics.
• Annual evaluation of the Chairman and CEO by the independent directors, led by the independent Lead Director.
• Annual Board and committee self-assessments.
• Commitment to Board refreshment and diversity.
• Regular executive sessions of the independent directors, at the Board and committee level.
• Strong independent Lead Director with clearly defined role and responsibilities.
• High degree of Board interaction with management to ensure successful oversight and succession planning.

Shareholder Rights

• All directors are elected annually with a simple majority standard for all uncontested director elections and by plurality in contested director elections.
• No poison pill (shareholder rights plan).
• Shareholders have the right to call a special meeting.
• Regular engagement with shareholders to understand their perspectives and concerns on a broad array of topics, including corporate governance matters.
• Responsive to shareholder feedback.
• Adopted proxy access for director nominees, enabling a shareholder, or group of up to 20 shareholders, holding 3% of the Company's common shares for at least three years to nominate candidates for the greater of two seats or 20% of board nominees.

Compensation Governance

• Pay program tied to performance and business strategy.
• Majority of pay is long-term and at-risk with no guaranteed bonuses or salary increases.
• Stock ownership guidelines align executive and director interests with those of shareholders.
• Prohibition on all hedging, pledging, and short sales of Kroger securities by directors and executive officers.
• No tax gross-up payments to executives.

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Proposals to Shareholders

Item No. 1. Election of Directors

You are being asked to elect 11 director nominees for a one-year term. The Board of Directors recommends that you vote FOR the election of all director nominees.

As of the date of this proxy statement, Kroger's Board of Directors consists of 12 members. All nominees, if elected at the 2019 Annual Meeting, will serve until the annual meeting in 2020, or until their successors have been elected by the shareholders or by the Board pursuant to Kroger's Regulations, and qualified. As previously disclosed, Mr. Robert D. Beyer has informed the Board that he is retiring from the Board effective as of June 27, 2019 and will not stand for re-election.

Kroger's Articles of Incorporation provide that the vote required for election of a director nominee by the shareholders, except in a contested election or when cumulative voting is in effect, is the affirmative vote of a majority of the votes cast for or against the election of a nominee.

The experience, qualifications, attributes, and skills that led the Corporate Governance Committee and the Board to conclude that the following individuals should serve as directors are set forth opposite each individual's name. The committee memberships stated below are those in effect as of the date of this proxy statement.

Nominees for Directors for Terms of Office Continuing until 2020

Nora A. Aufreiter	Ms. Aufreiter is Director Emeritus of McKinsey & Company, a global management consulting
	firm. She retired in June 2014 after more than 27 years with McKinsey, most recently as a
Age 59	director and senior partner. During that time, she worked extensively in the U.S., Canada, and