Kroger (KR) Proxy filing summary

Executive summary

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

• Shareholders of record as of April 28, 2026, are eligible to vote on key proposals.

Voting matters and shareholder proposals

• Election of ten directors is on the agenda, with all nominees recommended by the board.

• Advisory vote on executive compensation is recommended for approval.

• Ratification of PricewaterhouseCoopers LLP as external auditors is recommended.

• Approval of the 2019 Second Amended and Restated Long-Term Incentive Plan is recommended.

• Shareholder proposal for a report on GHG emissions reductions is not supported by the board.

Board of directors and corporate governance

• Ten director nominees are presented for election, including individuals with diverse backgrounds and expertise.