KROGER (KR)
Sector: Consumer Staples
2026 Annual Meeting Analysis
KROGER · Meeting: June 25, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2014 with strong retail and consumer experience; Kroger's 3-year price return of 44% is strongly positive, and no TSR underperformance trigger fires against the disclosed peer group; no overboarding, attendance, or independence concerns.
Director since 2021 with deep supply chain expertise relevant to Kroger's operations; joined within the last five years so his tenure aligns with Kroger's strong 3-year performance; no overboarding, attendance, or independence concerns.
New nominee with strong CEO and CFO background at Avery Dennison; no tenure overlap with any underperformance period; relevant financial, manufacturing, and operations experience for Kroger's board.
Joined as CEO and director in February 2026, well within the 24-month exemption period; brings extensive retail leadership experience from Walmart U.S. and Air New Zealand.
Director since 2015 with deep retail and financial expertise; serves as Audit Committee Chair and is designated an Audit Committee Financial Expert; Kroger's 3-year TSR of 44% is strongly positive with no underperformance trigger; no overboarding or attendance concerns.
Director since 2019 with extensive omnichannel retail and finance experience as former CFO of Macy's; serves as Audit Committee Financial Expert; Kroger's 3-year TSR of 44% is strongly positive with no underperformance trigger; no overboarding or attendance concerns.
Long-tenured director since 2006 and served as Interim CEO through February 2026; Kroger's 3-year TSR of 44% is strongly positive, and no TSR underperformance trigger fires against the disclosed peer group; holds 2 outside public board seats, within policy limits.
Director since 2021 with strong consumer goods and Compensation Committee experience; Kroger's 3-year TSR of 44% is strongly positive with no underperformance trigger; no overboarding or attendance concerns.
Director since 2017 and independent Lead Director with extensive CEO and governance experience; Kroger's 3-year TSR of 44% is strongly positive with no underperformance trigger; no overboarding or attendance concerns.
Director since 2019 with technology and CEO leadership experience; designated Audit Committee Financial Expert; Kroger's 3-year TSR of 44% is strongly positive with no underperformance trigger; no overboarding or attendance concerns.
All 10 director nominees pass policy screens: Kroger's 3-year price return of 44% is strongly positive and no TSR underperformance trigger fires against the disclosed compensation peer group, all directors attended at least 75% of meetings, no director is overboarded, audit committee members are properly qualified financial experts, and no independence or familial relationship concerns were identified.
Say on Pay
✓ FORCEO
Ronald L. Sargent
Total Comp
$14,037,608
Prior Support
93%%
The prior year Say on Pay vote received approximately 93% shareholder support, well above the 70% threshold, indicating broad shareholder approval. The CEO's total compensation of $14,037,608 reflects an unusual situation — Mr. Sargent served as Interim CEO for the majority of the fiscal year at a base salary of $4,350,000 and received a restricted stock grant rather than participation in long-term performance plans, which the Compensation Committee explicitly justified as appropriate for a transitional interim role. For the broader non-CEO executive group, the proxy discloses that 85% of compensation is at-risk and performance-based, the long-term performance award for 2023-2025 paid out at only 32.4% of target reflecting genuine performance discipline, the annual incentive paid at 93.84% of target reflecting slightly below-target results, and a robust clawback policy is in place — all consistent with a pay-for-performance structure that aligns with Kroger's 44% three-year total shareholder return.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$5,400,000
Non-Audit Fees
$27,156
Non-audit fees (audit-related fees of $25,000 plus all other fees of $2,156, totaling approximately $27,156) represent less than 1% of audit fees of $5,400,000, well below the 50% threshold that would raise independence concerns. Auditor tenure is not explicitly disclosed in the proxy so no tenure trigger fires. PwC is a Big 4 firm fully appropriate for a company of Kroger's size and complexity.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Shareholder Proposal
The full text of the stockholder proposal was not included in the provided filing excerpts, preventing a complete evaluation of the filer's identity, the specific ask, and prior-year vote history. The board recommends voting against this proposal. Without the ability to verify the filer type or assess the merits of the proposal under the policy framework, and given that the board opposes it, we defer to the board's recommendation and vote AGAINST; shareholders should read the full proxy before voting on this item.
Overall Assessment
Kroger's 2026 annual meeting presents a clean ballot: all 10 director nominees pass policy screens given Kroger's strong 44% three-year total shareholder return, PricewaterhouseCoopers' non-audit fee ratio is negligible at under 1% of audit fees, and the Say on Pay program reflects genuine pay-for-performance discipline with 85% of non-CEO pay at risk and a long-term plan that paid out at only 32.4% of target. The sole stockholder proposal is recommended against by the board and could not be fully evaluated due to incomplete filing text, resulting in a deferral to the board's recommendation.