Kroger 2010 Annual Report Download - page 10

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8
PR O X Y ST A T E M E N T
Cincinnati, Ohio, May 13, 2011
Your proxy is solicited by the Board of Directors of The Kroger Co., and the cost of solicitation will
be borne by Kroger. We will reimburse banks, brokers, nominees, and other fiduciaries for postage and
reasonable expenses incurred by them in forwarding the proxy material to their principals. Kroger has
retained฀D.F.฀King฀&฀Co.,฀Inc.,฀48฀Wall฀Street,฀New฀York,฀New฀York,฀to฀assist฀in฀the฀solicitation฀of฀proxies฀
and will pay that firm a fee estimated at present not to exceed $15,000. Proxies may be solicited personally,
by telephone, electronically via the Internet, or by mail.
David B. Dillon, John T. LaMacchia, and Bobby S. Shackouls, all of whom are Kroger directors, have
been named members of the Proxy Committee.
The principal executive offices of The Kroger Co. are located at 1014 Vine Street, Cincinnati, Ohio
45202-1100. Our telephone number is 513-762-4000. This Proxy Statement and Annual Report, and the
accompanying proxy, were first furnished to shareholders on May 13, 2011.
As of the close of business on April 25, 2011, our outstanding voting securities consisted of 606,471,857
common shares, the holders of which will be entitled to one vote per share at the annual meeting. The shares
represented by each proxy will be voted unless the proxy is revoked before it is exercised. Revocation may
be in writing to Kroger’s Secretary, or in person at the meeting, or by appointment of a subsequent proxy.
Shareholders may not cumulate votes in the election of directors.
The effect of broker non-votes and abstentions on matters presented for shareholder vote is as
follows:
Item No. 1, Election of Directors – An affirmative majority of the total number of votes cast “for”
or “against” a director nominee is required for election. Accordingly, broker non-votes and abstentions will
have no effect on this proposal.
Item No. 2, Approval of 2011 Long-Term Incentive and Cash Bonus Plan – Approval by
shareholders of the Plan requires the affirmative vote of the majority of shares participating in the voting.
Accordingly, broker non-votes and abstentions will have no effect on this proposal.
Item No. 3, Advisory vote on executive compensation – Approval by shareholders of executive
compensation requires the affirmative vote of the majority of shares participating in the voting. Accordingly,
broker non-votes and abstentions will have no effect on this proposal.
Item No. 4, Advisory vote on the frequency of the advisory vote on executive compensation –
The option, be it every one, two, or three years, that receives the highest number of votes cast by shareholders
will represent the vote on frequency of the advisory vote on executive compensation. Accordingly, broker
non-votes and abstentions will have no effect on this proposal.
Item No. 5, Selection of Auditors – Ratification by shareholders of the selection of independent
public accountants requires the affirmative vote of the majority of shares participating in the voting.
Accordingly, abstentions will have no effect on this proposal.
Item No. 6, Shareholder Proposal – The affirmative vote of a majority of shares participating in the
voting on a shareholder proposal is required for its adoption. Proxies will be voted AGAINST this proposal
unless the Proxy Committee is otherwise instructed on a proxy properly executed and returned. Broker
non-votes and abstentions will have no effect on this proposal.