Item 5.02 Departure of Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On January 27, 2021, the Board of Directors of The Kroger Co. (the "Board")
elected Amanda Sourry (Judith Amanda Sourry Knox) and Kevin Brown to serve as
directors. Ms. Sourry has been appointed to serve on the Compensation and Talent
Development Committee of the Board and Mr. Brown has been appointed to the Audit
Committee of the Board. Neither Ms. Sourry nor Mr. Brown has any arrangement or
understanding with any other person pursuant to which either of them was elected
as a director. Additionally, neither Ms. Sourry nor Mr. Brown has engaged in any
transaction with Kroger during the last fiscal year, and neither proposes to
engage in any transactions, that would be reportable under Item 404(a) of
Regulation S-K.
Ms. Sourry and Mr. Brown are eligible to receive Kroger's standard annual
non-employee director compensation as described in our most recent Proxy
Statement filed with the Securities and Exchange Commission on May 12, 2020,
under the heading "Director Compensation".
On January 25, 2021, Bobby Shackouls notified the Board of his intention to
retire from the Board and its committees effective as of January 27, 2021.
Mr. Shackouls' retirement follows over 21 years of service on the Board and
various Board committees, with 5 years of service as Lead Independent Director
of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated January 27, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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