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Kroger (NYSE: KR) shifts to non-exec chair and details 2026 shareholder vote outcomes

Filing Impact
(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

The Kroger Co. reported governance updates and voting results from its 2026 Annual Meeting. Effective July 1, 2026, Ronald L. Sargent will cease serving as an employee but will remain as Non-Executive Chairman of the Board. In this role, he will receive standard non-employee director compensation plus an additional annual grant of Kroger common shares valued at approximately $250,000.

Each non-employee director will receive total cash compensation of an annual retainer of $115,000 and an annual grant of incentive shares valued at about $215,000. Shareholders elected ten directors to serve until the 2027 annual meeting, approved executive compensation on an advisory basis, ratified PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026, and approved the Second Amended and Restated 2019 Long-Term Incentive Plan. A shareholder proposal requesting a report on GHG emissions reductions was rejected.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Non-employee director cash retainer $115,000 per year Annual retainer effective July 1, 2026
Non-employee director equity grant $215,000 value in shares Annual incentive share grant for each non-employee director
Non-Executive Chairman equity grant $250,000 value in shares Additional annual grant for service as Non-Executive Chairman
Say-on-pay votes for 438,059,369 votes Advisory vote approving executive compensation
Auditor ratification votes for 510,100,161 votes Ratification of PwC as independent auditor for fiscal 2026
GHG proposal votes for 85,776,050 votes Shareholder proposal on GHG emissions reductions, which was rejected
Example director election support 485,645,018 votes for Votes for director nominee Mitchell R. Butier
Non-Executive Chairman of the Board financial
"As Non-Executive Chairman of the Board, Mr. Sargent will be eligible..."
advisory vote approving executive compensation financial
"Advisory vote approving executive compensation | | 438,059,369 | | 54,634,483..."
broker non-votes financial
"Director Election Proposal | | For | | Against | | Broker Non-Votes..."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Second Amended and Restated 2019 Long-Term Incentive Plan financial
"approved the Second Amended and Restated 2019 Long-Term Incentive Plan..."
shareholder proposal regarding a report on GHG emissions financial
"Shareholder proposal regarding a report on GHG emissions | | 85,776,050..."
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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 : June 25, 2026

(Date of earliest event reported)

 

The Kroger Co.

(Exact name of registrant as specified in its charter)

 

Ohio   No. 1-303   31-0345740
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (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:

 

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of each class   Trading Symbol(s)   Name of each exchange on
which registered
Common Stock $1.00 par value per share   KR   New York Stock Exchange

 

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 ¨

 

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. ¨

 

 

 

 

 

Item 5.02               Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective July 1, 2026, Ronald L. Sargent, who has served as Chairman of the Board of Directors (the “Board”) of The Kroger Co. (the “Company”) since March 2025, will cease serving as an employee of the Company.  Mr. Sargent will continue serving as Chairman of the Board in a non-executive capacity.

 

As Non-Executive Chairman of the Board, Mr. Sargent will be eligible to receive the Company’s standard annual non-employee director compensation consistent with the compensation described in its most recent Proxy Statement filed with the Securities and Exchange Commission on May 13, 2026, under the heading “Director Compensation,” except that, effective July 1, 2026, each non-employee member of the Board will receive total cash compensation consisting of an annual retainer of $115,000 and an annual grant of incentive shares (Kroger common shares) with a value of approximately $215,000.  Additionally, Mr. Sargent will be eligible to receive an annual grant of incentive shares (Kroger common shares) with a value of approximately $250,000 for his service as Non-Executive Chairman of the Board.

 

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

 

On June 25, 2026, The Kroger Co. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders elected ten directors to serve until the annual meeting in 2027, 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 2026; approved the Second Amended and Restated 2019 Long-Term Incentive Plan; and rejected a shareholder proposal regarding a report on GHG emissions reductions.

 

The final results are as follows:

 

Director Election Proposal   For   Against   Broker Non-Votes
Nora A. Aufreiter   480,814,589   11,930,557   61,479,424
Kevin M. Brown   485,070,325   7,657,729   61,479,424
Mitchell R. Butier   485,645,018   7,055,241   61,479,424
Gregory S. Foran   485,443,184   7,150,096   61,479,424
Anne Gates   473,609,095   19,360,110   61,479,424
Karen M. Hoguet   485,312,166   7,448,287   61,479,424
Ronald L. Sargent   468,967,642   23,737,119   61,479,424
J. Amanda Sourry Knox   478,144,977   14,601,870   61,479,424
Mark S. Sutton   473,892,165   18,494,274   61,479,424
Ashok Vemuri   483,649,721   7,996,223   61,479,424

 

Other Proposals   For   Against   Abstain   Broker
Non-Votes
Advisory vote approving executive compensation   438,059,369   54,634,483   1,990,113   61,479,424
Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026   510,100,161   43,721,635   2,341,593    
Approval of the Second Amended and Restated 2019 Long-Term Incentive Plan   469,692,587   23,076,470   1,914,908   61,479,424
Shareholder proposal regarding a report on GHG emissions   85,776,050   404,190,678   4,717,237   61,479,424

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d)         Exhibits.

 

Exhibit No.  Description
    
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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.

 

  THE KROGER CO.
     
     
June 26, 2026 By: /s/ George H. Vincent
    George H. Vincent
    Executive Vice President, General Counsel and Secretary

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What leadership change did Kroger (KR) announce in this 8-K?

Kroger announced that Ronald L. Sargent will stop serving as an employee on July 1, 2026 but will continue as Non-Executive Chairman. This separates the chair role from management while preserving his board leadership.

How will Kroger (KR) compensate its non-employee directors going forward?

Each non-employee director will receive an annual cash retainer of $115,000 plus an annual grant of incentive shares valued at about $215,000. This mix combines cash with stock-based pay to align directors with shareholders.

What additional compensation will Kroger’s Non-Executive Chairman receive?

Ronald L. Sargent, as Non-Executive Chairman, will be eligible for an additional annual grant of Kroger common shares valued at approximately $250,000. This is on top of the standard non-employee director compensation program described in the filing.

Which key proposals did Kroger (KR) shareholders approve at the 2026 Annual Meeting?

Shareholders elected ten directors, approved executive compensation on an advisory basis, ratified PricewaterhouseCoopers LLP as independent auditor for fiscal 2026, and approved the Second Amended and Restated 2019 Long-Term Incentive Plan.

How did Kroger (KR) shareholders vote on the GHG emissions report proposal?

The shareholder proposal requesting a report on GHG emissions reductions was rejected, with 85,776,050 votes for, 404,190,678 against, and 4,717,237 abstentions, plus broker non-votes. This indicates limited support for that specific reporting request.

What were the results of Kroger’s (KR) say-on-pay advisory vote in 2026?

The advisory vote approving executive compensation received 438,059,369 votes for, 54,634,483 against, and 1,990,113 abstentions, with additional broker non-votes. This shows shareholders largely supported the company’s executive pay program.

Filing Exhibits & Attachments

3 documents

Other Documents