Kroger 2015 Annual Report Download - page 73

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Shareholder Proposals and Director Nominations – 2017 Annual Meeting
Shareholder proposals intended for inclusion in the proxy material relating to Kroger’s annual
meeting of shareholders in June 2017 should be addressed to Kroger’s Secretary and must be received
at our executive offices not later than January 12, 2017. These proposals must comply with Rule 14a-8
and the SEC’s proxy rules.
In addition, Kroger’s Regulations contain an advance notice of shareholder business and director
nominations requirement, which generally prescribes the procedures that a shareholder of Kroger
must follow if the shareholder intends, at an annual meeting, to nominate a person for election to
Kroger’s Board of Directors or to propose other business to be considered by shareholders. These
procedures include, among other things, that the shareholder give timely notice to Kroger’s Secretary
of the nomination or other proposed business, that the notice contain specified information, and that the
shareholder comply with certain other requirements. In order to be timely, this notice must be delivered
in writing to Kroger’s Secretary, at our principal executive offices, not later 45 calendar days prior to
the date on which our proxy statement for the prior year’s annual meeting of shareholders was mailed
to shareholders. If a shareholder’s nomination or proposal is not in compliance with the procedures set
forth in the Regulations, we may disregard such nomination or proposal. Accordingly, if a shareholder
intends, at the 2017 annual meeting, to nominate a person for election to the Board of Directors or to
propose other business, the shareholder must deliver a notice of such nomination or proposal to Kroger’s
Secretary not later March 28, 2017, and comply with the requirements of the Regulations. If a shareholder
submits a proposal outside of Rule 14a-8 for the 2017 annual meeting and such proposal is not delivered
within the time frame specified in the Regulations, Kroger’s proxy may confer discretionary authority on
persons being appointed as proxies on behalf of Kroger to vote on such proposal. Shareholder proposals,
director nominations and advance notices should be addressed in writing to: Secretary, The Kroger Co.,
1014 Vine Street, Cincinnati, Ohio 45202-1100.
2015 Annual Report
Attached to this Proxy Statement is our 2015 Annual Report which includes a brief description of
our business, including the general scope and nature thereof during fiscal year 2015, together with the
audited financial information contained in our 2015 Annual Report on Form 10-K filed with the SEC. A
copy of that report is available to shareholders on request without charge by writing to: Todd
A. Foley, Treasurer, The Kroger Co., 1014 Vine Street, Cincinnati, Ohio 45202-1100 or by calling
513-762-1220. Our SEC filings are available to the public on the SEC’s website at www.sec.gov.
Householding of Proxy Materials
We have adopted a procedure approved by the SEC called “householding.” Under this procedure,
shareholders of record who have the same address and last name will receive only one copy of the
Notice of Availability of Proxy Materials (or proxy materials in the case of shareholders who receive paper
copies of such materials) unless one or more of these shareholders notifies us that they wish to continue
receiving individual copies. This procedure will reduce our printing costs and postage fees. Householding
will not in any way affect dividend check mailings.
If you are eligible for householding, but you and other shareholders of record with whom you share an
address currently receive multiple copies of our Notice of Availability of Proxy Materials (or proxy materials
in the case of shareholders who receive paper copies of such materials), or if you hold in more than one
account, and in either case you wish to receive only a single copy for your household or if you prefer to
receive separate copies of our documents in the future, please contact your bank or broker, or contact
Kroger’s Secretary at 1014 Vine Street, Cincinnati, Ohio 45202-1100 or via telephone at 513-762-4000.
Beneficial shareholders can request information about householding from their banks, brokers or
other holders of record.
The management knows of no other matters that are to be presented at the meeting, but, if any
should be presented, the Proxy Committee expects to vote thereon according to its best judgment.
By order of the Board of Directors,
Christine S. Wheatley, Secretary