Kroger 2025 AGM: All Directors Retained, ESG Proposals Rejected
Rhea-AI Filing Summary
Kroger (NYSE: KR) filed a Form 8-K reporting the results of its 2025 Annual Meeting of Shareholders held on June 26, 2025.
Key outcomes: all ten director nominees were re-elected (votes for ranged from 455.5 M to 512.9 M); the advisory say-on-pay resolution passed with 479.4 M votes for versus 37.7 M against; and shareholders ratified PricewaterhouseCoopers LLP as independent auditor with 538.0 M votes for. Three shareholder proposals—discarded-cigarette pollution, third-party framework on U.S. farmers, and consumer health-data privacy—were each rejected, receiving only 47–77 M votes for.
Under Item 7.01, the company disclosed an audio outage during the virtual meeting’s final Q&A. Exhibit 99.1 furnishes the missed question and Kroger’s response.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report :
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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:
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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).
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 26, 2025, The Kroger Co. (the “Company”) held its 2025 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders elected ten directors to serve until the annual meeting in 2026, 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 2025; rejected a shareholder proposal regarding a report on discarded cigarette pollution; rejected a shareholder proposal regarding a report on adopting a third-party mandated framework on U.S. farmers; and rejected a shareholder proposal reading a report on safeguarding the privacy of consumer health data.
The final results are as follows:
| Director Election Proposal |
For |
Against |
Broker Non-Votes | ||
| Nora A. Aufreiter | 510,182,068 | 8,015,249 | 66,809,063 | ||
| Kevin M. Brown | 510,572,737 | 7,776,405 | 66,809,063 | ||
| Elaine L. Chao | 491,861,666 | 25,982,845 | 66,809,063 | ||
| Anne Gates | 487,929,744 | 29,026,344 | 66,809,063 | ||
| Karen M. Hoguet | 511,588,822 | 6,428,356 | 66,809,063 | ||
| Clyde R. Moore | 469,534,947 | 48,330,540 | 66,809,063 | ||
| Ronald L. Sargent | 455,468,280 | 63,106,723 | 66,809,063 | ||
| J. Amanda Sourry Knox | 512,945,377 | 4,998,351 | 66,809,063 | ||
| Mark S. Sutton | 495,099,132 | 23,225,073 | 66,809,063 | ||
| Ashok Vemuri | 511,101,255 | 6,678,991 | 66,809,063 |
| Other Proposals |
For |
Against |
Abstain |
Broker Non-Votes |
| Advisory vote approving executive compensation | 479,422,891 | 37,724,712 | 2,810,153 | 66,809,063 |
| Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2025 | 538,041,379 | 46,621,553 | 2,103,887 | |
| Shareholder proposal regarding a Report on discarded cigarette pollution | 47,449,866 | 466,884,167 | 5,623,723 | 66,809,063 |
| Shareholder proposal regarding a report on adopting a third-party mandated framework on U.S. farmers | 77,187,990 | 437,610,482 | 5,159,284 | 66,809,063 |
| Shareholder proposal regarding report on safeguarding the privacy of consumer health data | 72,180,021 | 441,445,598 | 6,332,137 | 66,809,063 |
Item 7.01 Regulation FD Disclosure
During the Company’s 2025 virtual Annual Meeting of Shareholders, the audio webcast experienced technical difficulties which caused the audio on the webcast to cut out during the final question of the Q&A portion of the meeting. As a result, no one heard the Company’s response to the final question. Attached to this Form 8-K as Exhibit 99.1, is the final shareholder question submitted during the meeting along with the response from the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 99.1 | Question asked during 2025 Annual Meeting of Shareholders |
| 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 27, 2025 | By: | /s/ Christine S. Wheatley |
| Christine S. Wheatley | ||
| Executive Vice President, Secretary and General Counsel | ||
FAQ
How did Kroger shareholders vote on the 2025 say-on-pay resolution (KR)?
Was PricewaterhouseCoopers LLP re-appointed as Kroger's auditor in 2025 (KR)?
Which ESG shareholder proposals were on Kroger's 2025 ballot and what were the results (KR)?
Why did Kroger include Exhibit 99.1 in its June 27 2025 Form 8-K (KR)?
