Kroger 2015 Annual Report Download - page 13

11
Proposals to Shareholders
Item 1. Election of Directors
You are being asked to elect 11 director nominees for a one-year term. The Board of Directors
recommends that you vote FOR the election of all director nominees.
As of the date of this proxy statement, the Kroger Board of Directors consists of twelve members.
David B. Lewis will be retiring from the Board of Directors immediately prior to the 2016 annual meeting,
in accordance with Kroger’s director retirement policy, and will not be standing for re-election. The
number of directors will be reduced to eleven by the Board. All nominees, if elected at the 2016 annual
meeting,will serve until the annual meeting in 2017, or until their successors have been elected by the
shareholders or by the Board pursuant to Kroger’s Regulations, and qualified.
Kroger’s Articles of Incorporation provide that the vote required for election of a director nominee by
the shareholders, except in a contested election or when cumulative voting is in effect, is 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. Except as noted, each nominee has been employed by his or her present employer
(or a subsidiary thereof) in an executive capacity for at least five years.
Nominees for Directors for Terms of Office Continuing until 2017
Nora A. Aufreiter
Age 56
Director Since 2014
Committees:
Financial Policy
Public
Responsibilities
Ms. Aufreiter is a Director Emeritus of McKinsey & Company, a global
management consulting firm. She retired in June 2014 after more than 27 years
with McKinsey, most recently as a director and senior partner. During that time,
she worked extensively in the U.S., Canada, and internationally with major
retailers, financial institutions and other consumer-facing companies. Before
joining McKinsey, Ms. Aufreiter spent three years in financial services working
in corporate finance and investment banking. She is a member of the Board of
Directors of The Bank of Nova Scotia, The Neiman Marcus Group, and Cadillac
Fairview, one of North America’s largest owners, operators and developers of
commercial real estate. Ms. Aufreiter also serves on the boards of St. Michael’s
Hospital and the Canadian Opera Company, and is a member of the Dean’s
Advisory Board for the Ivey Business School in Ontario, Canada.
Ms. Aufreiter has over 30 years of broad business experience in a variety of
retail sectors. Her vast experience in leading McKinsey’s North American Retail
Practice, North American Branding service line and the Consumer Digital and
Omnichannel service line is of particular value to the Board. She also brings to
the Board valuable insight on commercial real estate.