Item 5.07 Submission of Matters to a Vote of Security Holders.






On June 24, 2021, The Kroger Co. (NYSE:KR) (the "Company") held its 2021 Annual
Meeting of Shareholders (the "Annual Meeting"). At the close of business on
April 26, 2021, the record date for determination of shareholders entitled to
vote at the Annual Meeting, there were 757,100,868 common shares of the Company
issued and outstanding. At the Annual Meeting, the shareholders elected ten
directors to serve until the annual meeting in 2022, or until their successors
have been elected and qualified; approved the Company's executive compensation
on an advisory basis; ratified the selection of PricewaterhouseCoopers LLP as
the Company's independent auditor for fiscal year 2021; and rejected a
shareholder proposal to issue a report assessing the environmental impacts of
continuing to use plastic packaging.

The final results are as follows:



                                                                                   Broker
Director Election Proposal        For            Against          Abstain        Non-Votes
Nora A. Aufreiter              566,447,992        8,496,860       3,557,987       64,925,832
Kevin M. Brown                 567,802,204        7,099,098       3,601,537       64,925,832
Anne Gates                     563,136,808       11,825,834       3,540,197       64,925,832
Karen M. Hoguet                566,634,111        8,263,637       3,605,091       64,925,832
W. Rodney McMullen             521,730,424       48,549,165       8,223,250       64,925,832
Clyde R. Moore                 529,768,879       45,144,356       3,589,604       64,925,832
Ronald L. Sargent              530,780,005       43,248,012       4,474,822       64,925,832
J. Amanda Sourry Knox
(Amanda Sourry)                561,544,841        9,269,951       3,436,196       64,925,832
Mark S. Sutton                 560,846,370       14,062,872       3,593,597       64,925,832
Ashok Vemuri                   566,034,979        8,800,762       3,667,098       64,925,832




                                                                                               Broker
Other Proposals                              For             Against          Abstain        Non-Votes
Advisory vote approving executive
compensation                              516,322,046        59,451,113       2,729,680       64,925,832
Ratification of
PricewaterhouseCoopers LLP as
independent auditor for fiscal year
2021                                      600,398,970        41,987,109       1,042,592       64,925,832
Recyclability of packaging                260,935,681       311,841,394

5,725,764 64,925,832

© Edgar Online, source Glimpses