KROGER CO — Board/Management Information 2019

Jun 27, 2019

8-K 1 a19-12207_18k.htm 8-K

*UNITED STATES*

*SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

*FORM 8-K*

*CURRENT REPORT*

*Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934*

Date of Report: June 27, 2019

(Date of earliest event reported)

*The Kroger Co.*

(Exact name of registrant as specified in its charter)

Ohio	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, including zip code)

Registrant’s telephone number, including area code: (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))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $1.00 par value per share	KR	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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*Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.*

On June 27, 2019, the shareholders of The Kroger Co. (the “Company”) approved an amendment to the Company’s Regulations to permit the Board of Directors to amend our Regulations in the future to the extent permitted and in accordance with Ohio law. The amendment to the Regulations was previously disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the Securities & Exchange Commission on May 14, 2019 and is set forth in the Company’s Regulations which are attached hereto as Exhibit 3.1 and incorporated herein by reference. The foregoing description of the amendment to the Company’s Regulations is qualified in its entirety by reference to the Company’s Regulations.

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*Item 9.01 Financial Statements and Exhibits.*

(d) Exhibits.

Exhibit No.	Description
3.1	Regulations of The Kroger Co., as amended June 27, 2019

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*SIGNATURE*

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/ Christine S. Wheatley
Christine S. Wheatley
Group Vice President, Secretary and General Counsel

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