Kroger Co 8-K, filed Jan 27, 2021
Kroger Co (KR)
About this 8-K
Kroger Co filed this 8-K on January 27, 2021, reporting on events of January 25, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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:
(Date of earliest event reported)
THE
(Exact name of registrant as specified in its charter)
| No. |
||||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code: (
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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).
Emerging growth
company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02 | Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 27, 2021, the Board of Directors of The Kroger Co. (the “Board”) elected Amanda Sourry (Judith Amanda Sourry Knox) and Kevin Brown to serve as directors. Ms. Sourry has been appointed to serve on the Compensation and Talent Development Committee of the Board and Mr. Brown has been appointed to the Audit Committee of the Board. Neither Ms. Sourry nor Mr. Brown has any arrangement or understanding with any other person pursuant to which either of them was elected as a director. Additionally, neither Ms. Sourry nor Mr. Brown has engaged in any transaction with Kroger during the last fiscal year, and neither proposes to engage in any transactions, that would be reportable under Item 404(a) of Regulation S-K.
Ms. Sourry and Mr. Brown are eligible to receive Kroger’s standard annual non-employee director compensation as described in our most recent Proxy Statement filed with the Securities and Exchange Commission on May 12, 2020, under the heading “Director Compensation”.
On January 25, 2021, Bobby Shackouls notified the Board of his intention to retire from the Board and its committees effective as of January 27, 2021. Mr. Shackouls’ retirement follows over 21 years of service on the Board and various Board committees, with 5 years of service as Lead Independent Director of the Company.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated January 27, 2021 | |
| 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. | ||
| January 27, 2021 | By: | /s/ Christine S. Wheatley |
| Christine S. Wheatley | ||
| Group Vice President, Secretary and General Counsel | ||
Exhibit 99.1
Kroger Announces Kevin Brown and Amanda
Sourry
Elected to Kroger Board of Directors
Bobby Shackouls Announces Retirement from Board
CINCINNATI, January 27, 2021 -- The Kroger Co. (NYSE: KR) today announced that Kevin Brown and Amanda Sourry have been elected to the company's board of directors.
The company also announced that Bobby Shackouls is retiring from Kroger’s board after more than 21 years of service.
“We are grateful to Bobby for his more than two decades of service on the Kroger Board of Directors, including five years as lead independent director,” said Rodney McMullen, Kroger’s chairman and CEO. “The board and the entire Kroger family wish Bobby, his wife Judy, and their family all the best in retirement.”
Kevin Brown Elected to Kroger Board of Directors
Mr. Brown serves as executive vice president of global operations and chief supply chain officer for Dell Technologies, a leading global technology company. He spent two decades in progressive leadership positions at Dell, including chief procurement officer, where he has also established himself as an authority on sustainable business practices.
Mr. Brown earned a B.S. in Mechanical Engineering from the University of Massachusetts at Amherst and an M.S. in Engineering Management from George Washington University. He serves as a member of the National Committee of the Council on Foreign Relations, the Board of the Congressional Black Caucus Foundation, and the Executive Leadership Council.
Amanda Sourry Elected to Kroger Board of Directors
Ms. Sourry served as president of North America for Unilever until her retirement in December 2019. She held leadership roles of increasing responsibility during her more than 30 years at Unilever, both in the U.S. and Europe, including president of global foods, executive vice president of global hair care, and executive vice president of the firm’s UK and Ireland business.
Ms. Sourry earned a M.A. from Cambridge University. She currently serves on the Board of PVH Corp.
“We are delighted to welcome Kevin and Amanda to Kroger,” said McMullen. “Amanda brings to Kroger extensive global marketing and business experience in consumer packaged goods, including overseeing Unilever’s digital efforts. Kevin combines deep global supply chain and procurement expertise with a track record of sustainability and resilience leadership that will benefit our business and shareholders. They will both be tremendous assets to Kroger’s Board of Directors.”
Mr. Brown and Ms. Sourry are elected to serve until Kroger's annual meeting of shareholders in June 2021. At that time, they will stand for election by the shareholders.
At The Kroger Co. (NYSE: KR), we are Fresh for Everyone™ and dedicated to our Purpose: To Feed the Human Spirit®. We are, across our family of companies, nearly half a million associates who serve over 11 million customers daily through a seamless shopping experience under a variety of banner names. We are committed to creating #ZeroHungerZeroWaste communities by 2025. To learn more about us, visit our newsroom and investor relations site.
--30--
Contacts
Media: Kristal Howard (513) 762-1304
Investors: Rebekah Manis (513) 762-4969