KROGER CO — Board/Management Information 2009

Jun 25, 2009

8-K 1 a09-17013_18k.htm 8-K

*UNITED STATES*

*SECURITIES AND EXCHANGE COMMISSION*

*Washington, DC 20549*

*FORM 8-K*

*CURRENT REPORT*

*Pursuant to Section 13 or 15(d) of the*

*Securities Exchange Act of 1934*

*Date of Report: June 24, 2009*

(Date of earliest event reported)

*THE KROGER CO.*

(Exact name of registrant as specified in its charter)

An Ohio Corporation	No. 1-303	31-0345740
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

*1014 Vine Street*

*Cincinnati, OH 45202*

(Address of principal executive offices)

Registrant’s telephone number: (513) 762-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Section 5 — Corporate Governance and Management

| Item
5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
| --- | --- |
| (b) | Effective
August 1, 2009, Don W. McGeorge, President and Chief Operating Officer,
will relinquish those responsibilities and will become Special Advisor to the
Chief Executive Officer. |
| | Effective
December 1, 2009, Don W. McGeorge will relinquish his responsibilities
as Special Advisor to the Chief Executive Officer, will no longer be an
officer of Kroger, and will resign and retire from Kroger’s Board of Directors. |
| (c) | Effective
August 1, 2009, W. Rodney McMullen, Vice Chairman, will relinquish those
responsibilities and will become President and Chief Operating Officer. The
information regarding Mr. McMullen required by Items 401(b), (d), and
(e) and Item 404(a) of Regulation S-K is incorporated by reference
to Kroger’s definitive proxy statement dated May 15, 2009. |
| (e) | On
June 24, 2009, Don W. McGeorge entered into an agreement with Kroger
whereby Mr. McGeorge, effective August 1, 2009, will serve as
Special Advisor to the Chief Executive Officer until December 1, 2009.
On December 1, 2009, he will relinquish those responsibilities and will
resign and retire from the Board of Directors. Beginning December 1,
2009, and through October 1, 2011, Mr. McGeorge will continue to
receive his salary as then in effect on August 1, 2009, and will be
eligible as an active employee to receive bonuses, equity awards, and other
employee benefits under applicable plans. During that period of time,
Mr. McGeorge will not engage in business activities that compete with
Kroger’s retail operations and will be reasonably available to consult with
the Chief Executive Officer or others as directed by the CEO. |

Section 8 — Other Events

| Item
8.01 |
| --- |
| On June 25, 2009, Kroger issued a
press release regarding officer changes. Attached hereto as Exhibit 99.1
is the text of that release. |

Section 9 — Financial Statements and Exhibits

| Item
9.01 | |
| --- | --- |
| (d) | Exhibits . |
| | 99.1 Press
release issued June 25, 2009. |

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

| /s/
Paul Heldman |
| --- |
| Paul
Heldman |
| Executive
Vice President, Secretary and General Counsel |

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EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Press
release.

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