NYSE: KR KROGER CO 8-K

Kroger Chairman Sargent transitions to non-executive role; shareholders approve pay plan

Filed June 26, 2026 · Period ending June 25, 2026 · ~1 min read

Key Changes

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Chairman Ronald Sargent will transition from executive employee to non-executive Chairman on July 1, 2026, remaining on the Board but no longer employed by the company—a shift to independent board leadership.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
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Shareholders approved executive compensation with 88.5% support (438M for, 54.6M against). The 11.5% opposition is elevated and may warrant board review of compensation design.

Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
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Shareholders approved the amended 2019 Long-Term Incentive Plan with 95.3% support (469.7M for, 23.1M against), allowing continued equity grants to executives and employees.

Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
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All ten directors were elected with 95.2%–98.6% support. Sargent received the lowest approval at 95.2% (469M for, 23.7M against), a routine level for uncontested elections.

Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
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Shareholders rejected a climate proposal on GHG emissions reporting with 82.5% opposition (85.8M for, 404.2M against), indicating satisfaction with current disclosures.

Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →

Summary

Kroger disclosed two governance developments from its June 25, 2026 annual meeting. Chairman Ronald Sargent, who assumed the role in March 2025, will transition from an executive employee position to a non-executive Chairman on July 1, 2026. He remains on the Board but ceases employment with the company, marking a shift to independent board leadership.

His compensation will consist of standard non-employee director pay ($115,000 cash plus ~$215,000 in shares) plus an additional ~$250,000 in shares for the Chairman role, totaling approximately $580,000 annually. At the annual meeting, shareholders approved all management proposals, including the election of all ten directors and ratification of PwC as auditor.

The say-on-pay vote passed with 88.5% support, but the 11.5% opposition (54.6 million votes against) is elevated compared to typical outcomes and may prompt the board to review compensation design or disclosure. Shareholders also approved the amended 2019 Long-Term Incentive Plan with 95.3% support, enabling continued equity-based compensation. A shareholder proposal on greenhouse gas emissions reporting was overwhelmingly rejected with 82.5% opposition, suggesting investors are satisfied with current climate disclosures. These are routine governance matters with no immediate concerns for retail holders.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

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Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

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Added Non-executive Chairman compensation low

Added in current filing · verify on EDGAR →

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.

Sargent's compensation as Non-Executive Chairman will include the standard non-employee director package ($115,000 cash retainer plus approximately $215,000 in Kroger shares annually) plus an additional approximately $250,000 in shares for the Chairman role. Total annual compensation will be approximately $580,000, primarily equity-based.

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~300 words

Kroger held its 2026 annual meeting, electing 10 directors, approving executive compensation and a stock plan, and rejecting a climate proposal.

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Added Director elections low

Added in current filing · verify on EDGAR →

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

All ten director nominees were elected to serve until the 2027 annual meeting. Support ranged from 95.2% to 98.6% of votes cast. Ronald L. Sargent received the lowest support at 95.2% (468,967,642 for vs. 23,737,119 against), while Mitchell R. Butier received the highest at 98.6% (485,645,018 for vs. 7,055,241 against). These are routine, healthy approval levels for uncontested director elections.

Added Auditor ratification low

Added in current filing · verify on EDGAR →

Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026 510,100,161 | 43,721,635 | 2,341,593

Shareholders ratified PricewaterhouseCoopers LLP as the independent auditor for fiscal 2026 with 92.1% support (510,100,161 for vs. 43,721,635 against, with 2,341,593 abstentions). This is a routine approval level for auditor ratification.

Added Climate shareholder proposal low

Added in current filing · verify on EDGAR →

Shareholder proposal regarding a report on GHG emissions 85,776,050 | 404,190,678 | 4,717,237 | 61,479,424

Shareholders rejected a proposal requesting a report on greenhouse gas emissions reductions, with only 17.5% support (85,776,050 for vs. 404,190,678 against, with 4,717,237 abstentions). The overwhelming 82.5% opposition indicates shareholders are satisfied with the company's current climate disclosures or do not view additional reporting as necessary.