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8
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 2013, or until their successors have been elected
by the shareholders or by the Board of Directors pursuant to Kroger’s Regulations, and qualified. Kroger’s
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 2013
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 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.
69 1991