|Filed by the Registrant [X]|
|Filed by a Party other than the Registrant [ ]|
|Check the appropriate box:|
|[ ]||Preliminary Proxy Statement||[ ]||Soliciting Material Under Rule 14a-12|
|[ ]||Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
|[ ]||Definitive Proxy Statement|
|[X]||Definitive Additional Materials|
|The Kroger Co.|
|(Name of Registrant as Specified In Its Charter)|
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
|Payment of Filing Fee (Check the appropriate box):|
|[X]||No fee required.|
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
|1)||Title of each class of securities to which transaction applies:|
|2)||Aggregate number of securities to which transaction applies:|
|3)||Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):|
|4)||Proposed maximum aggregate value of transaction:|
|5)||Total fee paid:|
Fee paid previously with preliminary materials:
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
|1)||Amount previously paid:|
|2)||Form, Schedule or Registration Statement No.:|
|The Proxy Statement, Annual Report and other proxy materials are available at:|
If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before June 10, 2011 to facilitate timely delivery.
|TO REQUEST PAPER COPIES OF PROXY MATERIALS:|
|(please reference your 11-digit control number when requesting materials) By opting out to receive printed materials, your preference for future proxy mailings will be kept on our file.|
(outside of the U.S. and Canada call 201-680-6688).
(you must reference your 11-digit control number in your email)
|TO VOTE YOUR SHARES SEE INSTRUCTIONS ON REVERSE SIDE|
|This is not a proxy card. You cannot use this notice to vote your shares.|
|(1)||To elect the directors for the ensuing year;|
|(2)||To consider and act upon a proposal to approve the 2011 Long-Term Incentive and Cash Bonus Plan;|
|(3)||To consider and act upon an advisory vote on executive compensation;|
|(4)||To consider and act upon an advisory vote on the frequency of future advisory votes on executive compensation;|
|(5)||To consider and act upon a proposal to ratify the selection of independent auditors for the year 2011;|
|(6)||To act upon a shareholder proposal, if properly presented at the annual meeting; and|
|(7)||To transact such other business as may properly be brought before the meeting.|
|YOU MUST REFERENCE YOUR 11-DIGIT CONTROL NUMBER WHEN
YOU REQUEST A PAPER COPY OF THE PROXY MATERIALS OR TO
VOTE YOUR PROXY ELECTRONICALLY.
|MUSIC HALL BALLROOM
1241 Elm Street
Cincinnati, Ohio 45202
|The following Proxy Materials are available for you to review online:|
|To request a paper copy of the Proxy Materials:|
|(you must reference your 11-digit control number located on the reverse side of this form)|
|Telephone:||1-888-313-0164 (outside of the U.S. and Canada call 201-680-6688)|
|Email:||email@example.com (you must reference your 11-digit control number in your email)|
HOW TO VOTE BY INTERNET
We encourage you to review the proxy materials online before voting.
Use the Internet to vote your shares. On the landing page of the above website in the box labeled
“To Vote Your Shares by Internet” click on “Vote Now” to access the electronic proxy card and vote your shares.
Have this notice in hand when you access the website.
You will need to reference the 11-digit control number located on the reverse side.
If you plan to attend the annual meeting of shareholders, please bring this notice with you as it
serves as your admission ticket. This ticket admits only the shareholder(s) listed on the
reverse side and is not transferable.