KROGER CO — Remuneration Information 2010

May 14, 2010

DEFA14A 1 kroger_defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS kroger_defa14a.htm Licensed to: DG3 I Docs, Inc. Document Created using EDGARizerAgent 5.1.5.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

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. )

Filed by the Registrant [x] Filed by a Party other than the Registrant [] Check the appropriate box: [] Preliminary Proxy Statement [] Soliciting Material Under Rule [] Confidential, For Use of the 14a-12 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)

Payment of Filing Fee (Check the appropriate box): [x] No fee required. [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies: ____________ 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: ____________ 5) Total fee paid: [] Fee paid previously with preliminary materials: [] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. ____________ 1) Amount previously paid: ____________ 2) Form, Schedule or Registration Statement No.: ____________ 3) Filing Party: ____________ 4) Date Filed:

The Kroger Co.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on Thursday, June 24, 2010

| The Proxy Statement, Annual Report and
other proxy materials are available at: |
| --- |
| http://www.proxyvoting.com/kr |

This communication is not a form for voting and presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

●
TO REQUEST PAPER
COPIES OF PROXY MATERIALS:
(please reference your
11-digit control number when requesting materials) By opting out to
receive printed materials, your preference for future proxy mailings will
be kept on our file.
Telephone:	1-888-313-0164 (outside of the U.S. and
Canada call 201-680-6688).
Email:	shrrelations@bnymellon.com (you must reference your
11-digit control number in your email)
Internet:	http://www.proxyvoting.com/kr

| TO VOTE YOUR SHARES SEE INSTRUCTIONS ON
REVERSE SIDE |
| --- |
| This is not a proxy
card. You cannot use this notice to vote your
shares. |

Dear Shareholder of The Kroger Co.:

The 2010 annual meeting of shareholders of The Kroger Co. will be held at the DUKE ENERGY CONVENTION CENTER, Junior Ballroom, 3rd Floor, 525 Elm Street, Cincinnati, Ohio 45202, on June 24, 2010, at 11 A.M., E.T., for the following purposes:

| (1) | To elect the
directors for the ensuing year; |
| --- | --- |
| (2) | To consider and
act upon a proposal to amend the Amended Articles of Incorporation to
require a majority vote for election of directors; |
| (3) | To consider and
act upon a proposal to ratify the selection of independent auditors for
the year 2010; |
| (4) | To act upon a
shareholder proposal regarding a report on climate change, if properly
presented at the annual meeting; and |
| (5) | To transact such
other business as may properly be brought before the
meeting. |

The Board recommends a vote “FOR” items 1, 2 and 3. The Board recommends a vote “AGAINST” item 4.

The Board of Directors has fixed the close of business on April 26, 2010 as the record date for the determination of shareholders entitled to receive notice and to vote at the annual meeting or any adjournment(s) thereof.

To receive directions to the annual meeting please call 513-762-1220.

	ê
YOU MUST REFERENCE
YOUR 11-DIGIT CONTROL NUMBER WHEN YOU REQUEST A PAPER COPY OF THE PROXY
MATERIALS OR TO VOTE YOUR PROXY ELECTRONICALLY.	è
	74536

Shareholders of record as of the Record Date are encouraged and cordially invited to attend the Annual Meeting.

| Meeting
Location: |
| --- |
| DUKE ENERGY CONVENTION
CENTER |
| Junior Ballroom, 3rd Floor
525 |
| Elm Street Cincinnati, Ohio
45202 |

| The
following Proxy Materials are available for you to review
online: |
| --- |
| the Company’s 2010 Proxy
Statement (including all attachments thereto); the Company’s Annual Report
for the year ended January 30, 2010; and any amendments to the
foregoing materials that are required to be furnished to
shareholders. |

| To request a paper
copy of the Proxy Materials: | |
| --- | --- |
| (you must
reference your 11-digit control number located on the reverse side of this
form) | |
| Telephone: | 1-888-313-0164 (outside of the U.S. and
Canada call 201-680-6688) |
| Email: | shrrelations@bnymellon.com (you must reference your 11-digit
control number in your email) |
| Internet: | http://www.proxyvoting.com/kr |

The Proxy Materials for The Kroger Co. are available to review at:

http://www.proxyvoting.com/kr

Have this notice available when you request a PAPER copy of the Proxy Materials, when you want to view your proxy materials online OR WHEN YOU WANT TO VOTE YOUR PROXY ELECTRONICALLY.

HOW TO VOTE BY INTERNET We encourage you to review the proxy materials online before voting. Use the Internet to vote your shares. On the landing page of the above website in the box labeled “To Vote Your Shares by Internet” click on “Vote Now” to access the electronic proxy card and vote your shares. Have this notice in hand when you access the website. You will need to reference the 11-digit control number located on the reverse side.

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 the reverse side and is not transferable.

74536