Additional Proxy Soliciting Materials (definitive) (defa14a)
20 Maio 2022 - 6:17PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the
Registrant þ Filed
by a Party other than the Registrant ¨
Check the
appropriate box:
| ¨ | Preliminary
Proxy Statement |
| ¨ | Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive
Proxy Statement |
| þ | Definitive
Additional Materials |
| ¨ | Soliciting
Material Under Rule 14a-12 |
THE
KROGER CO.
(Name
of Registrant as Specified in Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of
Filing Fee (Check the appropriate box):
| þ | No
fee required. |
| ¨ | Fee computed on
table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(4) and 0-11. |
SUPPLEMENT TO DEFINITIVE PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 23, 2022
On May 2, 2022, The Kroger Co. (“Kroger”
or the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement
on Schedule 14A (the “Proxy Statement”) relating to the Company’s 2022 Annual Meeting of Shareholders to be
held virtually on June 23, 2022 at 11:00 a.m. eastern time (the “Annual Meeting”). As previously disclosed, holders of
Kroger common shares at the close of business on the record date are entitled to notice of and to vote at the meeting.
The Company is providing this proxy
statement supplement (this “Supplement”) solely to correct the number of common shares outstanding as of the record
date, which appears on pages 14 and 51 of the Proxy Statement.
The Company hereby replaces in its entirety the
subsection under “Questions and Answers about the Annual Meeting” entitled “How many shares are outstanding?”
on page 14 of the Proxy Statement as follows:
How many shares are outstanding?
As of the close of business on April
25, 2022, the record date, our outstanding voting securities consisted of 727,752,631 common shares.
The Company hereby replaces in its entirety the
introductory paragraph to the table in the section entitled “Beneficial Ownership of Common Stock” on page 51 of the Proxy
Statement as follows:
Beneficial Ownership of Common Stock
The following table sets forth the common
shares beneficially owned as of April 25, 2022 by Kroger’s directors, the NEOs, and the directors and executive officers as a group.
The percentage of ownership is based on 727,752,631 of Kroger common shares outstanding on April 25, 2022. Shares reported as beneficially
owned include shares held indirectly through Kroger’s defined contribution plans and other shares held indirectly, as well as shares
subject to stock options exercisable on or before June 24, 2022. Except as otherwise noted, each beneficial owner listed in the table
has sole voting and investment power with regard to the common shares beneficially owned by such owner.
This Supplement does not change the proposals to
be acted upon at the Annual Meeting, which are described in the Proxy Statement. Except as specifically supplemented by the information
contained in this Supplement, the information set forth in the Proxy Statement continues to apply and should be considered in voting your
shares. If you have already submitted your proxy, you do not need to take any action.
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