The Kroger Co (KR) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 25, 2026, with virtual participation and voting options available for shareholders.

• Key business includes election of 10 directors, advisory approval of executive compensation, ratification of auditors, approval of an amended long-term incentive plan, and a shareholder proposal on GHG emissions.

• Strong financial performance in 2025 with 2.9% ID sales growth (excluding fuel) and $4.9B adjusted FIFO operating profit.

• CEO transition occurred in 2025, with Ronald Sargent serving as interim CEO and Gregory Foran appointed as CEO in 2026.

Voting matters and shareholder proposals

• Board recommends FOR all director nominees, executive compensation, auditor ratification, and the amended long-term incentive plan.

• Board recommends AGAINST the shareholder proposal requesting a report on GHG emissions reductions, citing current efforts and challenges in Scope 3 measurement.

• Shareholder proposal focuses on expanding GHG reduction disclosures, especially Scope 3 emissions.

Board of directors and corporate governance

• Board consists of 10 nominees with diverse backgrounds, including four women and two racially/ethnically diverse members.

• Board leadership includes a separate Chairman, CEO, and Lead Independent Director.

• All committees are fully independent; annual board and committee self-assessments are conducted.

• Board succession planning and refreshment are ongoing, with a focus on diversity and skills relevant to strategy.