Kroger 2015 Annual Report Download - page 11

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9
How many votes per share?
Each common share outstanding on the record date will be entitled to one vote on each of the 11
director nominees and one vote on each other proposal. Shareholders may not cumulate votes in the
election of directors.
What voting instructions can I provide?
You may instruct the proxies to vote “For” or “Against” each proposal. Or you may instruct the
proxies to “Abstain” from voting.
What happens if proxy cards or voting instruction forms are returned without instructions?
If you are a registered shareholder and you return your proxy card without instructions, the
Proxy Committee will vote in accordance with the recommendations of the Board of Directors.
If you hold shares in street name and do not provide your broker with specific voting instructions
on proposals 1, 2, 4, 5, 6 or 7, which are considered non-routine matters, your broker does not have the
authority to vote on those proposals. This is generally referred to as a “broker non-vote.” Proposal 3,
ratification of auditors, is considered a routine matter and, therefore, your broker may vote your shares
according to your broker’s discretion.
The vote required, including the effect of broker non-votes and abstentions for each of the matters
presented for shareholder vote, is set forth below.
What are the voting requirements for each of the proposals?
Proposal No. 1, Election of Directors – An affirmative vote of the majority of the total number of
votes cast “For” or “Against” a director nominee is required for the election of a director in an uncontested
election. A majority of votes cast means that the number of shares voted “For” a director nominee must
exceed the number of votes “Against” such director. Broker non-votes and abstentions will have no effect on
this proposal.
Proposal No. 2, Advisory Vote to Approve Executive Compensation – Advisory approval
by shareholders of executive compensation requires the affirmative vote of the majority of shares
participating in the voting. Broker non-votes and abstentions will have no effect on this proposal.
Proposal No. 3, Ratification of Independent Auditors – Ratification by shareholders of the
selection of independent public accountants requires the affirmative vote of the majority of shares
participating in the voting. Abstentions will have no effect on this proposal.
Proposal Nos. 4, 5, 6 and 7, Shareholder Proposals – The affirmative vote of the majority of shares
participating in the voting on a shareholder proposal is required for such proposal to pass. Accordingly,
broker non-votes and abstentions will have no effect on these proposals. Proxies will be voted against these
proposals unless the Proxy Committee is otherwise instructed on a proxy properly executed and returned.
How does the Board of Directors recommend that I vote?
Proposal Board Recommendation
Item No. 1, Election of Directors
See pages 11-14
FOR
Item No. 2, Advisory Vote to Approve Executive Compensation
See page 56
FOR
Item No. 3, Ratification of Independent Auditors
See pages 61-62
FOR
Item Nos. 4, 5, 6 and 7, Shareholder Proposals
See pages 64-70
AGAINST
Important Notice Regarding the Availability of Proxy Materials for the Shareholder
Meeting to be Held on June 23, 2016
The Notice of 2016 Annual Meeting, Proxy Statement and 2015 Annual Report and the means to
vote by internet are available at www.proxyvote.com.