Kroger Co

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect 10 director nominees to serve until the 2027 annual meeting; board recommends voting for all nominees.

2. 2

   Approval, on an Advisory Basis, of Named Executive Officer Compensation

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve compensation of the company’s named executive officers as disclosed in the proxy; board recommends FOR.

   More detail

   This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation as disclosed in the proxy statement. Management seeks shareholder endorsement to confirm alignment between pay and performance and to signal support for the Compensation Committee’s decisions, which emphasize pay-for-performance, significant at-risk compensation, and long-term equity incentives. The board recommends a FOR vote, citing that the compensation program ties pay to performance metrics (annual incentive grid, long-term performance units, restricted stock and options), incorporates governance features such as clawbacks and stock ownership guidelines, and used independent consultants to benchmark pay practices. The advisory vote is routine and non-binding; the Compensation Committee will consider shareholders’ feedback when setting future pay decisions, and a favorable vote supports management’s approach to executive pay but does not legally bind the board to follow it.

3. 3

   Ratification of Independent Auditors

   ManagementBoard: FOR

   Ratify appointment of PricewaterhouseCoopers LLP as Kroger’s independent registered public accounting firm for fiscal year 2026; board recommends FOR.

4. 4

   Approval of The Kroger Co. 2019 Second Amended and Restated Long-Term Incentive Plan

   ManagementBoard: FOR

   Approve amendments to increase share reserve by 42,300,000 shares to a total up to 102,222,931 and extend the plan term by up to 10 years, and add a $1,000,000 limit on annual non-employee director compensation; board recommends FOR.

   More detail

   This management proposal requests shareholder approval to adopt the Second Amended and Restated Long-Term Incentive Plan, increasing the share reserve by 42.3 million shares (to a maximum of ~102.2 million) and extending the plan’s term up to ten years. Management argues the additional shares are necessary to continue granting equity awards that align pay with performance, attract and retain talent, and avoid shifting to cash-based compensation that could reduce funds for operations. The amended plan keeps many existing governance protections (minimum one-year vesting, fungible share counting with 2.83 factor for full-value awards, anti-repricing without shareholder approval, no evergreen), adds a $1 million cap on annual non-employee director compensation, and allows adjustments for corporate transactions. The board recommends FOR, citing reasonable burn rate, limited dilution relative to peers, and plan features aligned with market best practices; a detailed analysis should consider the projected share usage, overhang increase to ~10.2% if approved, and potential long-term dilution impact on shareholders versus benefits of continued equity incentives.

5. 5

   Shareholder Proposal — Report on GHG emissions reductions

   Shareholder — Friends Fiduciary (or appointed representativeBoard: AGAINST

   Shareholder proposal (from Friends Fiduciary) requesting an annual report describing whether and how Kroger will increase scale and pace of GHG emissions reduction efforts, including Scope 3 plans and supplier engagement; Board recommends AGAINST.

Upcoming shareholder meetings at Kroger Co’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Kroger Co 2026 annual meeting?

Kroger Co (KR) holds its 2026 annual shareholder meeting on Thursday, June 25, 2026.

What is the record date for the Kroger Co 2026 meeting?

The record date for the Kroger Co 2026 meeting is Tuesday, April 28, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Kroger Co's 2026 meeting?

The board is presenting 10 director nominees at the Kroger Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Kroger Co 2026 meeting?

Shareholders will vote on 5 proposals at the Kroger Co 2026 meeting, each tagged with who proposed it and the board's recommendation.