The Kroger Company

06/28/2024 | Press release | Distributed by Public on 06/28/2024 11:28

Submission of Matters to a Vote of Security Holders Form 8 K

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 27, 2024, the Company held its 2024 Annual Meeting of Shareholders (the "Annual Meeting"). At the close of business on April 30, 2024, the record date for determination of shareholders entitled to vote at the Annual Meeting, there were 727,594,870 common shares of the Company issued and outstanding. At the Annual Meeting, the shareholders elected eleven directors to serve until the annual meeting in 2025, or until their successors have been elected and qualified; approved the Company's executive compensation on an advisory basis; ratified the selection of PricewaterhouseCoopers LLP as the Company's independent auditor for fiscal year 2024; rejected a shareholder proposal regarding a report on the public health costs from sale of tobacco products; rejected a shareholder proposal regarding listing of charitable contributions of $10,000 or more; rejected a shareholder proposal regarding adopting a living wage policy; and rejected a shareholder proposal regarding a just transition report.

The final results are as follows:

Director Election Proposal

For

Against

Broker Non-Votes
Nora A. Aufreiter 557,735,203 11,795,735 63,566,975
Kevin M. Brown 558,316,954 11,367,644 63,566,975
Elaine L. Chao 556,235,083 13,382,554 63,566,975
Anne Gates 547,864,674 21,625,894 63,566,975
Karen M. Hoguet 563,558,844 6,092,356 63,566,975
W. Rodney McMullen 525,875,276 43,889,043 63,566,975
Clyde R. Moore 518,502,769 51,141,407 63,566,975
Ronald L. Sargent 530,145,539 39,311,771 63,566,975
J. Amanda Sourry Knox 561,469,251 8,054,016 63,566,975
Mark S. Sutton 560,426,657 9,081,022 63,566,975
Ashok Vemuri 562,733,597 6,758,385 63,566,975
Other Proposals

For

Against

Abstain

Broker

Non-Votes

Advisory vote approving executive compensation 518,273,327 49,641,585 3,353,838 63,566,975
Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2024 566,945,808 66,419,367 1,470,550
Shareholder proposal regarding the Report on Public Health Costs from the Sale of Tobacco Products 64,117,589 499,568,269 7,582,892 63,566,975
Shareholder proposal regarding Listing of Charitable Contributions of $10,000 or More 33,959,540 531,821,762 5,487,448 63,566,975
Shareholder proposal regarding a living wage policy 94,120,669 472,435,303 4,712,778 63,566,975