Kroger 2015 Annual Report Download - page 58

Download and view the complete annual report

Please find page 58 of the 2015 Kroger annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 153

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153

56
Item 2. Advisory Vote on Executive Compensation
You are being asked to vote, on an advisory basis, to approve the compensation of our NEOs. The
Board of Directors recommends that you vote FOR the approval of compensation of our NEOs.
The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, requires
that we give our shareholders the right to approve, on a nonbinding, advisory basis, the compensation of
our NEOs as disclosed earlier in this proxy statement in accordance with the SEC’s rules.
As discussed earlier in the Compensation Discussion and Analysis, our compensation philosophy
is to attract and retain the best management talent and to motivate these employees to achieve our
business and financial goals. Our incentive plans are designed to reward the actions that lead to long-
term value creation. To achieve our objectives, we seek to ensure that compensation is competitive
and that there is a direct link between pay and performance. To do so, we are guided by the following
principles:
• A significant portion of pay should be performance-based, with the percentage of total pay tied to
performance increasing proportionally with an executive’s level of responsibility;
• Compensation should include incentive-based pay to drive performance, providing superior pay for
superior performance, including both a short- and long-term focus;
• Compensation policies should include an opportunity for, and a requirement of, equity ownership to
align the interests of executives and shareholders; and
• Components of compensation should be tied to an evaluation of business and individual
performance measured against metrics that directly drive our business strategy.
The vote on this resolution is not intended to address any specific element of compensation. Rather,
the vote relates to the compensation of our NEOs as described in this proxy statement. The vote is
advisory. This means that the vote is not binding on Kroger. The Compensation Committee of the Board
is responsible for establishing executive compensation. In so doing that Compensation Committee will
consider, along with all other relevant factors, the results of this vote.
We ask our shareholders to vote on the following resolution:
“RESOLVED, that the compensation paid to the Company’s NEOs, as disclosed pursuant to Item
402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables,
and the related narrative discussion, is hereby APPROVED.”
The next advisory vote will occur at our 2017 annual meeting.
The Board of Directors Recommends a Vote For This Proposal.