Kroger 2010 Annual Report Download - page 11

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9
PR O P O S A L S T O SH A R E H O L D E R S
EL E C T I O N O F DI R E C T O R S
(IT E M NO. 1)
The Board of Directors, as now authorized, consists of fourteen members. All members are to be
elected at the annual meeting to serve until the annual meeting in 2012, or until their successors have
been elected by the shareholders or by the Board of Directors pursuant to Kroger’s Regulations, and
qualified. Krogers Articles of Incorporation provide that the vote required for election of a director by the
shareholders, except in a contested election or when cumulative voting is in effect, will be the affirmative
vote of a majority of the votes cast for or against the election of a nominee.
The experience, qualifications, attributes, and skills that led the Corporate Governance Committee
and the Board to conclude that the following individuals should serve as directors are set forth opposite
each individual’s name. The committee memberships stated below are those in effect as of the date of this
proxy statement. It is intended that, except to the extent that authority is withheld, proxies will be voted
for the election of the following persons:
Name
Professional
Occupation (1) Age
Director
Since
NO M I N E E S F O R DI R E C T O R F O R TE R M S O F OF F I C E
CO N T I N U I N G UN T I L 2012
Reuben V. Anderson Mr. Anderson is a Senior Partner in the Jackson, Mississippi office
of Phelps Dunbar, a regional law firm based in New Orleans.
Prior to joining this law firm, he was a justice of the Supreme
Court฀of฀Mississippi.฀Mr.฀Anderson฀is฀a฀director฀of฀AT&T฀Inc.,฀and฀
during the past five years was a director of BellSouth Corporation
and Trustmark Corporation. He is a member of the Corporate
Governance and Public Responsibilities Committees.
Mr. Anderson has extensive litigation experience, and he served
as the first African-American Justice on the Mississippi Supreme
Court. His knowledge and judgment gained through years
of legal practice are of great value to the Board. In addition, as
former Chairman of the Board of Trustees of Tougaloo College
and a resident of Mississippi, he brings to the Board his insights
into the African-American community and the southern region of
the United States. Mr. Anderson has served on numerous board
committees, including audit, public policy, finance, executive, and
nominating committees.
68 1991