SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
| 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. | |||
| 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.: | |||
| 3) | Filing Party: | |||
| 4) | Date Filed: | |||
*** Exercise Your
Right to Vote
***
Important Notice Regarding the
Availability of Proxy Materials for the
Shareholder Meeting to Be Held on
June 25, 2015.
THE KROGER CO.
THE KROGER
CO.
1014 VINE STREET
CINCINNATI, OH 45202
| Meeting Type: | Annual Meeting |
| For holders as of: | April 30, 2015 |
| Location: | Music Hall Ballroom |
| Music Hall | |
| 1241 Elm Street | |
| 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 you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
| 1) | BY INTERNET: | www.proxyvote.com | |
| 2) | BY TELEPHONE: | 1-800-579-1639 | |
| 3) | BY E-MAIL*: | sendmaterial@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 11, 2015 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.
| Voting Items |
|
The Board of
Directors recommends you vote FOR the following: | ||||
| 1. | Election of Directors | |||
| Nominees: | ||||
| 1a. | Nora A. Aufreiter | |||
| 1b. | Robert D. Beyer | |||
| 1c. | Susan J. Kropf | |||
| 1d. | David B. Lewis | |||
| 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 and 6.
| 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 regarding options to reduce or eliminate antibiotic use in the production of private label meats. | |
NOTE: Holders of common shares of record at the close of business on April 30, 2015, 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.
