Kroger (KR) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 26, 2025, with voting on 10 director nominees, executive compensation, auditor ratification, and three shareholder proposals.

• Strategic focus on Fresh, Our Brands, personalization, and eCommerce, with significant investments in new stores and digital business units in 2024.

• Commitment to supporting associates through wage and benefit improvements, and to strengthening communities via the Zero Hunger | Zero Waste initiative.

• Forward-looking statements highlight ongoing capital deployment, operational goals, and risk factors.

Voting matters and shareholder proposals

• Shareholders will vote on: election of directors, advisory approval of executive compensation, ratification of PricewaterhouseCoopers LLP as auditor, and three shareholder proposals (discarded cigarette pollution, third-party framework on U.S. farmers, and consumer health data privacy).

• Board recommends voting FOR all director nominees, FOR executive compensation and auditor ratification, and AGAINST all shareholder proposals.

• Shareholder proposals address environmental, social, and privacy issues; Board responses emphasize existing programs and resource allocation.

Board of directors and corporate governance

• Board consists of 10 members, with a mix of tenure and diversity; 5 women and 4 racially/ethnically diverse directors.

• All director nominees except the CEO are independent; all five Board committees are fully independent.

• Lead Director role held by Mark S. Sutton, providing oversight and succession planning.

• Annual Board and Committee self-assessments, robust code of ethics, and regular executive sessions.

• Proxy access allows shareholders (3% ownership for 3 years) to nominate directors.