Kroger 2015 Annual Report Download - page 10

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8
Proxy Statement
May 12, 2016
We are providing this notice, proxy statement and annual report to the shareholders of The Kroger
Co. (“Kroger”) in connection with the solicitation of proxies by the Board of Directors for use at the Annual
Meeting of Shareholders to be held on June 23, 2016, at 11:00 a.m. eastern time, at the School for
Creative and Performing Arts, Corbett Theater, 108 W. Central Parkway, Cincinnati, Ohio 45202, and at
any adjournments thereof.
Our principal executive offices are located at 1014 Vine Street, Cincinnati, Ohio 45202-1100.
Our telephone number is 513-762-4000. This notice, proxy statement and annual report, and the
accompanying proxy card were first furnished to shareholders on May 12, 2016.
Who can vote?
You can vote if as of the close of business on April 27, 2016, you were a shareholder of record of
Kroger common shares.
Who is asking for my vote, and who pays for this proxy solicitation?
Your proxy is being solicited by Kroger’s Board of Directors. Kroger is paying the cost of solicitation.
We have hired D.F. King & Co., Inc., 48 Wall Street, New York, New York, a proxy solicitation firm to
assist us in soliciting proxies and we will pay them a fee estimated not to exceed $15,000.
We also will reimburse banks, brokers, nominees, and other fiduciaries for postage and reasonable
expenses incurred by them in forwarding the proxy material to beneficial owners of our common shares.
Proxies may be solicited personally, by telephone, electronically via the Internet, or by mail.
Who are the members of the Proxy Committee?
Robert D. Beyer, W. Rodney McMullen, and Ronald L. Sargent, all Kroger Directors, are the
members of the Proxy Committee for our 2016 Annual Meeting.
How do I vote my proxy?
You can vote your proxy in one of the following ways:
1. Via the internet, by visiting www.proxyvote.com.
2. By telephone, by calling the number on your proxy card, voting instruction form, or notice.
3. By mail, by marking, signing, dating and mailing your proxy card if you requested printed
materials, or your voting instruction form. No postage is required if mailed in the United States.
4. In person, by attending the meeting in Cincinnati.
What do I need to attend the meeting in person in Cincinnati?
If you plan to attend the meeting, you must bring either: (1) the notice of meeting that was separately
mailed to you or (2) the top portion of your proxy card, either of which will be your admission ticket.
You must also bring valid photo identification, such as a driver’s license or passport.
Can I change or revoke my proxy?
The common shares represented by each proxy will be voted in the manner you specified unless
your proxy is revoked before it is exercised. You may change or revoke your proxy by providing written
notice to Kroger’s Secretary at 1014 Vine Street, Cincinnati, Ohio 45202-1100, in person at the meeting
or by executing and sending us a subsequent proxy.
How many shares are outstanding?
As of the close of business on April 27, 2016, the record date, our outstanding voting securities
consisted of 953,786,557 common shares.