Section 1: 8-K (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

(State or other jurisdiction of incorporation)

No. 1-303 (Commission File Number)

31-0345740 (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

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.

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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.

March 15, 2019

THE KROGER CO.

By: /s/ Christine S. Wheatley

Christine S. Wheatley

Group Vice President, Secretary and General Counsel

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The Kroger Company published this content on 15 March 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 15 March 2019 13:13:08 UTC