|Filed by the Registrant [X]|
|Filed by a Party other than the Registrant [ ]|
|Check the appropriate box:|
|[ ]||Preliminary Proxy Statement|
|[ ]||Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))|
|[ ]||Definitive Proxy Statement|
|[X]||Definitive Additional Materials|
|[ ]||Soliciting Material Pursuant to §240.14a-12|
|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)(1) and 0-11.
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|5)||Total fee paid:|
Fee paid previously with preliminary materials.
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*** Exercise Your
Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on June 23, 2016.
THE KROGER CO.
|Meeting Type:||Annual Meeting|
|For holders as of:||April 27, 2016|
|Location:||School for Creative and Performing Arts|
|108 W. Central Parkway|
|Cincinnati, OH 45202|
You are receiving this communication because you hold shares in the company named above.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
See the reverse side of this notice to obtain proxy materials and voting instructions.
Before You Vote
How to Access the Proxy Materials
COMBINED NOTICE, PROXY STATEMENT, AND ANNUAL REPORT
How to View Online:
Have the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com.
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before June 9, 2016 to facilitate timely delivery.
How To Vote
Please Choose One of the Following Voting Methods
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
The Board of Directors recommends you vote FOR the following:
|1.||Election of Directors|
|1a.||Nora A. Aufreiter|
|1b.||Robert D. Beyer|
|1d.||Susan J. Kropf|
|1e.||W. Rodney McMullen|
|1f.||Jorge P. Montoya|
|1g.||Clyde R. Moore|
|1h.||Susan M. Phillips|
|1i.||James A. Runde|
|1j.||Ronald L. Sargent|
|1k.||Bobby S. Shackouls|
|2.||Advisory vote to approve executive compensation.|
|3.||Ratification of PricewaterhouseCoopers LLP, as auditors.|
The Board of Directors recommends that you vote AGAINST proposals 4, 5, 6 and 7.
|4.||A shareholder proposal, if properly presented, to publish a report on human rights risks of operations and supply chain.|
|5.||A shareholder proposal, if properly presented, to issue a report assessing the environmental impacts of using unrecyclable packaging for private label brands.|
|6.||A shareholder proposal, if properly presented, to issue a report assessing the climate benefits and feasibility of adopting enterprise-wide, quantitative, time bound targets for increasing renewable energy sourcing.|
|7.||A shareholder proposal, if properly presented, to adopt a general payout policy that gives preference to share repurchases (relative to cash dividends) as a method to return capital to shareholders.|
NOTE: Holders of common shares of record at the close of business on April 27, 2016, will be entitled to vote at the meeting. To receive directions to the annual meeting please call 513-762-1220.
ADMISSION TICKET - 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 this notice and is not transferable.