May 13, 2021
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 24, 2021, at 11:00
a.m. eastern time, and at any adjournments thereof. The Annual
Meeting will be held virtually and can be accessed online at
www.virtualshareholdermeeting.com/KR2021. There is no physical
location for the Annual Meeting of Shareholders.
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 13, 2021.
Why are you holding a virtual meeting?
In light of the COVID-19 pandemic, for the safety of all of our
shareholders, associates, and community, our 2021 Annual Meeting is
being held on a virtual-only basis with no physical location. Our
goal for the Annual Meeting is to enable the broadest number of
shareholders to participate in the meeting, while providing
substantially the same access and exchange with the Board and
Management as an in-person meeting. We believe that we are
observing best practices for virtual shareholder meetings,
including by providing a support line for technical assistance and
addressing as many shareholder questions as time allows.
Who can vote?
You can vote if, as of the close of business on April 26,
2021, you were a shareholder of record of Kroger common
Who is asking for my vote, and who pays for this proxy
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., a proxy solicitation firm, to assist us in
soliciting proxies and we will pay them a fee estimated not to
exceed $17,500, plus reasonable expenses for the
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
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 2021
How do I vote my proxy?
You can vote your proxy in one of the following ways:
Via the internet, by
By telephone, by calling
the number on your proxy card, voting instruction form, or
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.
By mobile device, by
scanning the QR code on your proxy card, notice of internet
availability of proxy materials, or voting instruction form.
By voting electronically
during the virtual Annual Meeting at
How can I participate and ask questions at the Annual
We are committed to ensuring that our shareholders have
substantially the same opportunities to participate in the virtual
Annual Meeting as they would at an in-person meeting. In order to
submit a question at the Annual Meeting, you will need your
16-digit control number that is printed on the Notice or proxy card
that you received in the mail, or via email if you have elected to
receive material electronically. You may log in 15 minutes before
the start of the Annual Meeting and submit questions online. You
will be able to submit questions during the Annual