Independent
Tenure on this board
11.4 yrs
Also a director at
Luxexperience Bv (LUXE)
10 nominees · 5 ballot items.
Election of 10 directors; Advisory approval of named executive officer compensation; Ratification of independent auditors (PricewaterhouseCoopers LLP); Approval of the 2019 Second Amended and Restated Long-Term Incentive Plan (increase share reserve and extend term); Shareholder proposal requesting a report on GHG emissions reductions (recommended against by the Board).
Elect 10 director nominees to serve until the 2027 annual meeting; board recommends voting for all nominees.
Advisory (non-binding) vote to approve compensation of the company’s named executive officers as disclosed in the proxy; board recommends FOR.
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.
Ratify appointment of PricewaterhouseCoopers LLP as Kroger’s independent registered public accounting firm for fiscal year 2026; board recommends 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.
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.
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.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 5.95% | 36,423,947 | $2.6B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.17% | 31,655,062 | $2.3B |
| 3 | STATE STREET CORP | 4.97% | 30,450,904 | $2.2B |
| 4 | BERKSHIRE HATHAWAY INC | 4.45% | 27,257,260 | $2.0B |
| 5 | WELLINGTON MANAGEMENT GROUP LLP | 3.81% | 23,347,133 | $1.7B |
| 6 | BlackRock, Inc. | 3.72% | 22,775,812 | $1.6B |
| 7 | BERKSHIRE HATHAWAY INC | 2.63% | 16,107,090 | $1.2B |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.29% | 14,053,392 | $1.0B |
| 9 | BlackRock, Inc. | 2.15% | 13,160,375 | $952M |
| 10 | GQG Partners LLC | 2.08% | 12,737,042 | $922M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.