Kroger 2010 Annual Report Download - page 62

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We ask our shareholders to vote on the following resolution:
“RESOLVED, that the compensation paid to the company’s named executive officers, as disclosed
pursuant to Item 402 of Regulation S-K, including Compensation Discussion and Analysis, compensation
tables, and narrative discussion, is hereby APPROVED.”
TH E BO A R D O F DI R E C T O R S RE C O M M E N D S A VO T E F O R TH I S PR O P O S A L .
AD V I S O R Y VO T E O N TH E FR E Q U E N C Y O F A N
AD V I S O R Y VO T E O N EX E C U T I V E CO M P E N S A T I O N
(IT E M NO. 4)
The Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Securities
Exchange Act also require that shareholders be given the right to vote, again on a nonbinding, advisory
basis, for their preference as to how frequently we should seek future advisory votes on the compensation
of our named executive officers. You may indicate whether you prefer future advisory votes every one,
two, or three years. You also may, if you prefer, abstain from casting a vote on this proposal.
Our Board of Directors believes that an advisory vote on executive compensation that occurs once
every three years is the most appropriate alternative for Kroger and it therefore recommends that you
vote for the three-year alternative. Because a large portion of total potential compensation for our named
executive officers is based on performance of our long-term strategic goals, measured over three-year
periods, it is appropriate for our shareholders to consider executive compensation over a longer timeframe.
Providing a vote on an annual basis, we believe, will result in shareholders placing a greater emphasis on
short-term performance over long-term business results consistent with our strategy.
The vote is advisory. This means that the vote is not binding on Kroger. Our Board of Directors will
determine the actual voting frequency for approval of executive compensation. In so doing the Board will
consider, along with all other relevant factors, the results of this vote. The Board may decide to hold an
advisory vote on executive compensation more or less frequently than the frequency receiving the most
votes cast by shareholders.
The proxy card provides shareholders the opportunity to choose among four options for the frequency
of the advisory vote; every one, two, or three years, or abstaining from casting a vote. Shareholders will not
be voting to approve or to disapprove the recommendation of the Board of Directors. The option receiving
the most affirmative votes will be the outcome of the advisory vote. Broker non-votes and abstentions will
have no effect on the outcome of this vote.
TH E BO A R D O F DI R E C T O R S RE C O M M E N D S TH A T YO U VO T E F O R T H E OP T I O N O F
ON C E EV E R Y TH R E E YE A R S A S T H E PR E F E R R E D FR E Q U E N C Y F O R AD V I S O R Y VO T E S O N
EX E C U T I V E CO M P E N S A T I O N .
SE L E C T I O N O F AU D I T O R S
(IT E M NO. 5)
The Audit Committee of the Board of Directors is responsible for the appointment, compensation
and retention of Kroger’s independent auditor, as required by law and by applicable NYSE rules. On
March 9, 2011, the Audit Committee appointed PricewaterhouseCoopers LLP as Kroger’s independent
public accountants for the fiscal year ending January 28, 2012. While shareholder ratification of the selection
of PricewaterhouseCoopers LLP as Kroger’s independent public accountants is not required by Kroger’s
Regulations or otherwise, the Board of Directors is submitting the selection of PricewaterhouseCoopers
LLP to shareholders for ratification, as it has in past years, as a good corporate governance practice. If