Kroger 2010 Annual Report Download - page 51

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49
No director or officer owned as much as 1% of the common shares of Kroger. The directors and
executive officers as a group beneficially owned 1% of the common shares of Kroger.
No director or officer owned Kroger common shares pledged as security.
As of February 16, 2011, the following reported beneficial ownership of Kroger common shares
based on reports on Schedule 13G filed with the Securities and Exchange Commission or other reliable
information as follows:
Name Address of Beneficial Owner
Amount and
Nature of
Ownership
Percentage
of Class
BlackRock, Inc.
The Kroger Co. Savings Plan
55 East 52nd Street
New York, NY 10055
1014 Vine Street
Cincinnati, OH 45202
44,647,374
32,322,323
(1)
7.0 %
5.2%
(1) Shares beneficially owned by plan trustees for the benefit of participants in employee benefit plan.
SE C T I O N 16(A) BE N E F I C I A L OW N E R S H I P RE P O R T I N G CO M P L I A N C E
Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors, and persons
who own more than 10% of a registered class of our equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Those officers, directors and
shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
Based solely on our review of the copies of forms received by Kroger, and any written representations
from certain reporting persons that no Forms 5 were required for those persons, we believe that during
fiscal year 2010 all filing requirements applicable to our officers, directors and 10% beneficial owners
were timely satisfied, with the following exceptions. In December 2010, Reuben Anderson, Robert Beyer,
Susan Kropf, John LaMacchia, David Lewis, Jorge Montoya, Clyde Moore, Susan Phillips, Steven Rogel,
James Runde, Ronald Sargent, and Bobby Shackouls were all one day late in the filing of Forms 4 to report
two equity awards received in connection with a long-term incentive plan due to the Company’s inadvertent
delay in furnishing details of the awards to the third party administrator. Also, in November 2010, Mr. Lewis
filed a delinquent Form 4 to report dividend reinvestments occurring in his private brokerage account
during 2008 and 2009 that inadvertently were not reported on two prior Forms 5.
RE L A T E D PE R S O N TR A N S A C T I O N S
Pursuant to our Statement of Policy with Respect to Related Person Transactions and the rules of
the SEC, Kroger has the following related person transactions, which were approved by Kroger’s Audit
Committee, to disclose:
•฀ During฀fiscal฀year฀2010,฀Kroger฀entered฀into฀a฀series฀of฀purchase฀transactions฀with฀Staples,฀Inc.,฀totaling฀
approximately $14.5 million. This amount represents substantially less than 2% of Staples’ annual
consolidated gross revenue. The vast majority of this amount, which Kroger awards from time to time
pursuant to a competitive bid process, represents purchases of office supplies and equipment that
previously had been made from Corporate Express until its acquisition by Staples in July 2008. Kroger’s
relationship with Corporate Express existed prior to its acquisition by Staples. Ronald L. Sargent, a
member of Kroger’s Board of Directors, is Chairman and Chief Executive Officer of Staples.