KROGER CO — Proxy Solicitation & Information Statement 2014

May 14, 2014

DEFA14A 1 kroger_defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

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| [ ] | Preliminary Proxy
Statement | [ ] | Soliciting Material Under Rule
14a-12 |
| [ ] | Confidential, For Use of
the Commission Only (as permitted by Rule 14a-6(e)(2)) | | |
| [ ] | Definitive Proxy
Statement | | |
| [X] | Definitive Additional
Materials | | |

| The Kroger
Co. |
| --- |
| (Name of Registrant as
Specified In Its Charter) |
| (Name
of Person(s) Filing Proxy Statement, if Other Than the
Registrant) |

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* Exercise Your Right to Vote *Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on June 26, 2014.

THE KROGER CO.

THE KROGER CO. 1014 VINE STREET CINCINNATI, OH 45202

Meeting Information

| Meeting
Type: | Annual
Meeting |
| --- | --- |
| For
holders as of: | April 29,
2014 |

Date: June 26, 2014 Time: 11:00 AM EDT

Location:
Music
Hall
1241 Elm
Street
Cincinnati, OH
45202

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

— Before You Vote — How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

COMBINED NOTICE, PROXY STATEMENT, AND ANNUAL REPORT

How to View Online: Have the information that is printed in the box marked by the arrow à XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

| 1) | BY
INTERNET : | www.proxyvote.com |
| --- | --- | --- |
| 2) | BY
TELEPHONE : | 1-800-579-1639 |
| 3) | BY
E-MAIL* : | sendmaterial@proxyvote.com |

• If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow à XXXX XXXX XXXX (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before June 12, 2014 to facilitate timely delivery.

— How To Vote — Please Choose One of the Following Voting Methods

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow à XXXX XXXX XXXX (located on the following page) available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Voting Items

The Board of Directors recommends you vote FOR the following:

1.
Nominees:
1a.	Reuben V. Anderson
1b.	Robert D.
Beyer
1c.	David B.
Dillon
1d.	Susan J.
Kropf
1e.	David B.
Lewis
1f.	W. Rodney
McMullen
1g.	Jorge P.
Montoya
1h.	Clyde R.
Moore
1i.	Susan M.
Phillips
1j.	Steven R.
Rogel
1k.	James A.
Runde
1l.	Ronald L.
Sargent
1m.	Bobby S.
Shackouls

The Board of Directors recommends that you vote FOR proposals 2, 3, and 4.

| 2. | Approval of 2014
Long-Term Incentive and Cash Bonus Plan. |
| --- | --- |
| 3. | Advisory vote to
approve executive compensation. |
| 4. | Approval
of PricewaterhouseCoopers LLP, as
auditors. |

The Board of Directors recommends that you vote AGAINST proposals 5 and 6.

| 5. | A shareholder
proposal, if properly presented, to publish a report on human rights risks
of operations and supply chain. |
| --- | --- |
| 6. | A shareholder
proposal, if properly presented, to issue a report regarding
responsibility for post-consumer package recycling of private label
brands. |

NOTE: Holders of common shares of record at the close of business on April 29, 2014, will be entitled to vote at the meeting. To receive directions to the annual meeting please call 513-762-1220.

ADMISSION TICKET – if you plan to attend the annual meeting of shareholders, please bring this notice with you as it serves as your admission ticket. This ticket admits only the shareholder(s) listed on this notice and is not transferable.