---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-074287"
form_type: "8-K"
ticker: "KR"
cik: "0000056873"
company_name: "KROGER CO"
filed_at: "2023-06-23T23:59:59+00:00"
generated_at: "2026-06-13T18:34:05.517026+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Kroger shareholders approve racial/gender pay gap report, reject four other proposals at 2023 annual meeting

## Summary
- Eleven directors elected, including CEO W. Rodney McMullen with ~93% support (excluding broker non-votes).
- Advisory vote on executive compensation approved with ~91% of votes cast.
- Shareholder proposal on racial/gender pay gaps passed with ~52% of votes cast.
- Shareholder proposals on tobacco health costs, charitable contributions, packaging recyclability, and EEO risks all rejected.
- PricewaterhouseCoopers ratified as independent auditor for fiscal 2023 with ~91% of votes cast.

## SEC filing metadata
- accession: 0001104659-23-074287
- form_type: 8-K
- ticker: KR
- cik: 0000056873
- company_name: KROGER CO
- filed_at: 2023-06-23T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/56873/000110465923074287/0001104659-23-074287-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/56873/000110465923074287/tm2319563d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-074287
- JSON: https://secwatch.observer/filing/0001104659-23-074287.json
- Plain text: https://secwatch.observer/filing/0001104659-23-074287.txt

## Key facts
- Shareholder Votes
  KROGER CO shareholders rejected Shareholder proposal regarding the Report on Public Health Costs from the Sale of Tobacco Products at the 2023-06-22 meeting.
  - Outcome: failed
  - Meeting: 2023-06-22
  source text: On June 22, 2023, the Company held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/56873/000110465923074287/0001104659-23-074287-index.htm
- Shareholder Votes
  KROGER CO shareholders rejected Shareholder proposal regarding EEO Policy Risks at the 2023-06-22 meeting.
  - Outcome: failed
  - Meeting: 2023-06-22
  source text: On June 22, 2023, the Company held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/56873/000110465923074287/0001104659-23-074287-index.htm
- Shareholder Votes
  KROGER CO shareholders approved Advisory vote on Frequency of Future Votes on Executive Compensation at the 2023-06-22 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-06-22
  source text: On June 22, 2023, the Company held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/56873/000110465923074287/0001104659-23-074287-index.htm
- Shareholder Votes
  KROGER CO shareholders rejected Shareholder proposal regarding a Report on Recyclability of Packaging at the 2023-06-22 meeting.
  - Outcome: failed
  - Meeting: 2023-06-22
  source text: On June 22, 2023, the Company held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/56873/000110465923074287/0001104659-23-074287-index.htm
- Shareholder Votes
  KROGER CO shareholders approved Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2023 at the 2023-06-22 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-22
  source text: On June 22, 2023, the Company held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/56873/000110465923074287/0001104659-23-074287-index.htm
- Shareholder Votes
  KROGER CO shareholders approved Election of Directors at the 2023-06-22 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-22
  source text: On June 22, 2023, the Company held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/56873/000110465923074287/0001104659-23-074287-index.htm
- Shareholder Votes
  KROGER CO shareholders rejected Shareholder proposal regarding Listing of Charitable Contributions of $10,000 or More at the 2023-06-22 meeting.
  - Outcome: failed
  - Meeting: 2023-06-22
  source text: On June 22, 2023, the Company held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/56873/000110465923074287/0001104659-23-074287-index.htm
- Shareholder Votes
  KROGER CO shareholders approved Shareholder proposal regarding a Report on Racial and Gender Pay Gaps at the 2023-06-22 meeting.
  - Outcome: passed
  - Meeting: 2023-06-22
  source text: On June 22, 2023, the Company held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/56873/000110465923074287/0001104659-23-074287-index.htm
- Shareholder Votes
  KROGER CO shareholders approved Advisory vote approving executive compensation at the 2023-06-22 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-22
  source text: On June 22, 2023, the Company held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/56873/000110465923074287/0001104659-23-074287-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.