KROGER CO — Board/Management Information 2019

Mar 15, 2019

8-K 1 a19-6616_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: March 14, 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))

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

SEQ.=1,FOLIO='',FILE='C:\JMS\C905664\19-6616-1\task9258954\6616-1-ba.htm',USER='C905664',CD='Mar 15 00:37 2019'

*Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.*

*(b) Retirement of Directors***

On March 14, 2019, Robert D. Beyer informed the Board of Directors of The Kroger Co. (the “Company”) that he intends to retire from the Board in connection with the 2019 Annual Meeting of Shareholders (“2019 Annual Meeting”). Accordingly, he will serve the remainder of his term and will not seek re-election at the 2019 Annual Meeting. Mr. Beyer’s retirement follows almost 20 years of service on the Board and various Board Committees, with five years of service as Lead Independent Director of the Company.

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\C905664\19-6616-1\task9258954\6616-1-ba.htm',USER='C905664',CD='Mar 15 00:37 2019'

*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

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\C905664\19-6616-1\task9258954\6616-1-ba.htm',USER='C905664',CD='Mar 15 00:37 2019'