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KROGER CO. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and KROGER CO.’s Form 8-K, filed June 27, 2025 (Item 5.07 on EDGAR). Page generated October 25, 2026.

15Ballot items
1,008Asset managers
15,347Fund votes
June 26, 2025Meeting date

Results at a glance

Meeting of June 26, 2025: 15 items on KROGER CO.’s Form 8-K, filed June 27, 2025: 15 without a stated outcome.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore KROGER CO. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by KROGER CO.

These tallies are KROGER CO.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 27, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

KROGER CO. — official shareholder meeting results, meeting held June 26, 2025
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Nora A. Aufreiter	510,182,068	8,015,249	--	--	66,809,063	98%	Not verified	—
Elect Director: Kevin M. Brown	510,572,737	7,776,405	--	--	66,809,063	98%	Not verified	—
Elect Director: Elaine L. Chao	491,861,666	25,982,845	--	--	66,809,063	95%	Not verified	—
Elect Director: Anne Gates	487,929,744	29,026,344	--	--	66,809,063	94%	Not verified	—
Elect Director: Karen M. Hoguet	511,588,822	6,428,356	--	--	66,809,063	99%	Not verified	—
Elect Director: Clyde R. Moore	469,534,947	48,330,540	--	--	66,809,063	91%	Not verified	—
Elect Director: Ronald L. Sargent	455,468,280	63,106,723	--	--	66,809,063	88%	Not verified	—
Elect Director: J. Amanda Sourry Knox	512,945,377	4,998,351	--	--	66,809,063	99.0%	Not verified	—
Elect Director: Mark S. Sutton	495,099,132	23,225,073	--	--	66,809,063	96%	Not verified	—
Elect Director: Ashok Vemuri	511,101,255	6,678,991	--	--	66,809,063	99%	Not verified	—
Advisory vote approving executive compensation	479,422,891	37,724,712	2,810,153	--	66,809,063	93%	Not verified	—
Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2025	538,041,379	46,621,553	2,103,887	--	--	92%	Not verified	—
Shareholder proposal regarding a Report on discarded cigarette pollution	47,449,866	466,884,167	5,623,723	--	66,809,063	9%	Not verified	—
Shareholder proposal regarding a report on adopting a third-party mandated framework on U.S. farmers	77,187,990	437,610,482	5,159,284	--	66,809,063	15%	Not verified	—
Shareholder proposal regarding report on safeguarding the privacy of consumer health data	72,180,021	441,445,598	6,332,137	--	66,809,063	14%	Not verified	—

Source: KROGER CO., Form 8-K, filed with the SEC on June 27, 2025 — read the filing on EDGAR.

How asset managers voted at the KROGER CO. 2024-2025 meeting

Each item below shows how the 1,008 asset managers that disclosed a KROGER CO. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Nora A. Aufreiter

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 510,182,068AGAINST: 8,015,249

Details: description as filed, official tally, votes by 170 asset managers

Description as filed by funds: Election of Directors: Nora A. Aufreiter

KROGER CO.’s own tally for this item (“Elect Director: Nora A. Aufreiter”): 510,182,068 for, 8,015,249 against, per its Form 8-K filed June 27, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 170 asset managers below reported 198,949,946 for, 35,666 against, 1 withheld, 121,335 abstained, 328 not voted.

FOR

FOR: 198,949,946AGAINST: 35,666ABSTAIN: 121,335WITHHOLD: 1NOT VOTED: 328

Largest asset managers voting on “Election of Directors: Nora A. Aufreiter” at KROGER CO., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	87,376,286	14	3	For
BlackRock	22,701,684	0	0	For
Fidelity	21,877,108	0	0	For
Capital Group	10,274,152	0	0	For
State Street	8,700,115	0	0	For
Charles Schwab	5,037,887	0	0	For
Invesco	3,830,517	0	0	For
JPMorgan	3,332,995	0	0	For
Dimensional	3,191,805	0	0	For
Putnam	2,222,654	0	0	For
SEI	2,151,281	0	0	For
Neuberger Berman	1,969,005	0	0	For
Advisors' Inner Circle Fund III	1,952,689	0	0	For
Russell Investments	1,367,810	0	0	For
TIAA	1,350,691	0	0	For
American Century	1,212,718	0	0	For
MASTER INVESTMENT PORTFOLIO	1,006,475	0	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	965,300	0	0	For
Jackson National	950,931	0	0	For
First Trust	897,592	0	0	For
AQR	819,170	0	0	For
Bridge Builder Trust	795,932	0	0	For
Equitable	625,356	0	0	For
Lincoln Financial	579,970	0	0	For
PIMCO	511,937	0	0	For

Showing the 25 largest of 170 asset managers. See all 170 in the interactive database.

2. Elect Director: Kevin M. Brown

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 510,572,737AGAINST: 7,776,405

Details: description as filed, official tally, votes by 170 asset managers

Description as filed by funds: Election of Directors: Kevin M. Brown

KROGER CO.’s own tally for this item (“Elect Director: Kevin M. Brown”): 510,572,737 for, 7,776,405 against, per its Form 8-K filed June 27, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 170 asset managers below reported 198,818,196 for, 18,422 against, 1 withheld, 121,335 abstained, 328 not voted, 148,993 unknown.

FOR

FOR: 198,818,196AGAINST: 18,422ABSTAIN: 121,335WITHHOLD: 1UNKNOWN: 148,993NOT VOTED: 328

Largest asset managers voting on “Election of Directors: Kevin M. Brown” at KROGER CO., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	87,376,287	13	3	For
BlackRock	22,701,684	0	0	For
Fidelity	21,877,108	0	0	For
Capital Group	10,274,152	0	0	For
State Street	8,700,115	0	0	For
Charles Schwab	5,037,887	0	0	For
Invesco	3,830,517	0	0	For
JPMorgan	3,332,995	0	0	For
Dimensional	3,191,805	0	0	For
Putnam	2,222,654	0	0	For
SEI	2,151,281	0	0	For
Neuberger Berman	1,969,005	0	0	For
Advisors' Inner Circle Fund III	1,952,689	0	0	For
Russell Investments	1,367,810	0	0	For
TIAA	1,350,691	0	0	For
American Century	1,212,718	0	0	For
MASTER INVESTMENT PORTFOLIO	1,006,475	0	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	965,300	0	0	For
Jackson National	950,931	0	0	For
First Trust	897,592	0	0	For
AQR	819,170	0	0	For
Bridge Builder Trust	795,932	0	0	For
Equitable	625,356	0	0	For
Lincoln Financial	579,970	0	0	For
PIMCO	511,937	0	0	For

Showing the 25 largest of 170 asset managers. See all 170 in the interactive database.

3. Elect Director: Elaine L. Chao

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 491,861,666AGAINST: 25,982,845

Details: description as filed, official tally, votes by 170 asset managers

Description as filed by funds: Election of Directors: Elaine L. Chao

KROGER CO.’s own tally for this item (“Elect Director: Elaine L. Chao”): 491,861,666 for, 25,982,845 against, per its Form 8-K filed June 27, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 170 asset managers below reported 190,093,061 for, 8,892,550 against, 1 withheld, 121,336 abstained, 328 not voted.

FOR

FOR: 190,093,061AGAINST: 8,892,550ABSTAIN: 121,336WITHHOLD: 1NOT VOTED: 328

Largest asset managers voting on “Election of Directors: Elaine L. Chao” at KROGER CO., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	79,894,791	7,481,509	4	Mixed
BlackRock	22,701,684	0	0	For
Fidelity	21,664,799	212,309	0	For
Capital Group	10,274,152	0	0	For
State Street	8,700,115	0	0	For
Charles Schwab	5,037,887	0	0	For
Invesco	3,830,517	0	0	For
JPMorgan	3,332,995	0	0	For
Dimensional	3,191,805	0	0	For
Putnam	2,222,654	0	0	For
SEI	2,151,281	0	0	For
Neuberger Berman	1,969,005	0	0	For
Advisors' Inner Circle Fund III	1,952,689	0	0	For
Russell Investments	1,367,810	0	0	For
TIAA	1,350,691	0	0	For
American Century	1,212,718	0	0	For
MASTER INVESTMENT PORTFOLIO	1,006,475	0	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	965,300	0	0	For
Jackson National	599,168	351,763	0	Mixed
First Trust	897,592	0	0	For
AQR	819,170	0	0	For
Bridge Builder Trust	795,932	0	0	For
Equitable	625,356	0	0	For
Lincoln Financial	579,970	0	0	For
PIMCO	511,937	0	0	For

Showing the 25 largest of 170 asset managers. See all 170 in the interactive database.

4. Elect Director: Anne Gates

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%

FOR: 487,929,744AGAINST: 29,026,344

Details: description as filed, official tally, votes by 170 asset managers

Description as filed by funds: Election of Directors: Anne Gates

KROGER CO.’s own tally for this item (“Elect Director: Anne Gates”): 487,929,744 for, 29,026,344 against, per its Form 8-K filed June 27, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 170 asset managers below reported 190,007,919 for, 8,977,689 against, 1 withheld, 121,337 abstained, 328 not voted.

FOR

FOR: 190,007,919AGAINST: 8,977,689ABSTAIN: 121,337WITHHOLD: 1NOT VOTED: 328

Largest asset managers voting on “Election of Directors: Anne Gates” at KROGER CO., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	79,870,408	7,505,890	5	Mixed
BlackRock	22,701,684	0	0	For
Fidelity	21,664,799	212,309	0	For
Capital Group	10,274,152	0	0	For
State Street	8,700,115	0	0	For
Charles Schwab	5,037,887	0	0	For
Invesco	3,830,517	0	0	For
JPMorgan	3,332,995	0	0	For
Dimensional	3,191,805	0	0	For
Putnam	2,222,654	0	0	For
SEI	2,123,415	27,866	0	For
Neuberger Berman	1,969,005	0	0	For
Advisors' Inner Circle Fund III	1,952,689	0	0	For
Russell Investments	1,367,810	0	0	For
TIAA	1,350,691	0	0	For
American Century	1,212,718	0	0	For
MASTER INVESTMENT PORTFOLIO	1,006,475	0	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	965,300	0	0	For
Jackson National	599,168	351,763	0	Mixed
First Trust	897,592	0	0	For
AQR	819,170	0	0	For
Bridge Builder Trust	795,932	0	0	For
Equitable	625,356	0	0	For
Lincoln Financial	579,970	0	0	For
PIMCO	511,937	0	0	For

Showing the 25 largest of 170 asset managers. See all 170 in the interactive database.

5. Elect Director: Karen M. Hoguet

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 511,588,822AGAINST: 6,428,356

Details: description as filed, official tally, votes by 170 asset managers

Description as filed by funds: Election of Directors: Karen M. Hoguet

KROGER CO.’s own tally for this item (“Elect Director: Karen M. Hoguet”): 511,588,822 for, 6,428,356 against, per its Form 8-K filed June 27, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 170 asset managers below reported 198,967,682 for, 17,928 against, 1 withheld, 121,335 abstained, 328 not voted.

FOR

FOR: 198,967,682AGAINST: 17,928ABSTAIN: 121,335WITHHOLD: 1NOT VOTED: 328

Largest asset managers voting on “Election of Directors: Karen M. Hoguet” at KROGER CO., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	87,376,289	11	3	For
BlackRock	22,701,684	0	0	For
Fidelity	21,877,108	0	0	For
Capital Group	10,274,152	0	0	For
State Street	8,700,115	0	0	For
Charles Schwab	5,037,887	0	0	For
Invesco	3,830,517	0	0	For
JPMorgan	3,332,995	0	0	For
Dimensional	3,191,805	0	0	For
Putnam	2,222,654	0	0	For
SEI	2,151,281	0	0	For
Neuberger Berman	1,969,005	0	0	For
Advisors' Inner Circle Fund III	1,952,689	0	0	For
Russell Investments	1,367,810	0	0	For
TIAA	1,350,691	0	0	For
American Century	1,212,718	0	0	For
MASTER INVESTMENT PORTFOLIO	1,006,475	0	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	965,300	0	0	For
Jackson National	950,931	0	0	For
First Trust	897,592	0	0	For
AQR	819,170	0	0	For
Bridge Builder Trust	795,932	0	0	For
Equitable	625,356	0	0	For
Lincoln Financial	579,970	0	0	For
PIMCO	511,937	0	0	For

Showing the 25 largest of 170 asset managers. See all 170 in the interactive database.

6. Elect Director: Clyde R. Moore

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%

FOR: 469,534,947AGAINST: 48,330,540

Details: description as filed, official tally, votes by 170 asset managers

Description as filed by funds: Election of Directors: Clyde R. Moore

KROGER CO.’s own tally for this item (“Elect Director: Clyde R. Moore”): 469,534,947 for, 48,330,540 against, per its Form 8-K filed June 27, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 170 asset managers below reported 189,376,988 for, 9,459,629 against, 1 withheld, 121,336 abstained, 328 not voted, 148,993 unknown.

FOR

FOR: 189,376,988AGAINST: 9,459,629ABSTAIN: 121,336WITHHOLD: 1UNKNOWN: 148,993NOT VOTED: 328

Largest asset managers voting on “Election of Directors: Clyde R. Moore” at KROGER CO., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	79,894,754	7,481,546	4	Mixed
BlackRock	22,701,684	0	0	For
Fidelity	21,664,799	212,309	0	For
Capital Group	10,274,152	0	0	For
State Street	8,699,988	127	0	For
Charles Schwab	5,037,887	0	0	For
Invesco	3,830,517	0	0	For
JPMorgan	3,332,995	0	0	For
Dimensional	3,191,805	0	0	For
Putnam	2,222,654	0	0	For
SEI	2,151,281	0	0	For
Neuberger Berman	1,969,005	0	0	For
Advisors' Inner Circle Fund III	1,949,838	2,851	0	For
Russell Investments	1,367,810	0	0	For
TIAA	1,350,691	0	0	For
American Century	1,212,718	0	0	For
MASTER INVESTMENT PORTFOLIO	1,006,475	0	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	965,300	0	0	For
Jackson National	599,168	351,763	0	Mixed
First Trust	897,592	0	0	For
AQR	819,170	0	0	For
Bridge Builder Trust	787,220	8,712	0	For
Equitable	625,356	0	0	For
Lincoln Financial	579,970	0	0	For
PIMCO	511,937	0	0	For

Showing the 25 largest of 170 asset managers. See all 170 in the interactive database.

7. Elect Director: Ronald L. Sargent

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

88% Majority: yes · of votes cast

FOR 88%

FOR: 455,468,280AGAINST: 63,106,723

Details: description as filed, official tally, votes by 170 asset managers

Description as filed by funds: Election of Directors: Ronald L. Sargent

KROGER CO.’s own tally for this item (“Elect Director: Ronald L. Sargent”): 455,468,280 for, 63,106,723 against, per its Form 8-K filed June 27, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 88% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 170 asset managers below reported 196,439,073 for, 2,397,545 against, 1 withheld, 121,334 abstained, 328 not voted, 148,993 unknown.

FOR

FOR: 196,439,073AGAINST: 2,397,545ABSTAIN: 121,334WITHHOLD: 1UNKNOWN: 148,993NOT VOTED: 328

Largest asset managers voting on “Election of Directors: Ronald L. Sargent” at KROGER CO., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	87,351,823	24,477	2	For
BlackRock	22,683,950	17,734	0	For
Fidelity	21,877,108	0	0	For
Capital Group	10,274,152	0	0	For
State Street	8,698,183	1,932	0	For
Charles Schwab	5,037,887	0	0	For
Invesco	3,830,517	0	0	For
JPMorgan	3,332,995	0	0	For
Dimensional	3,191,805	0	0	For
Putnam	2,222,654	0	0	For
SEI	2,151,281	0	0	For
Neuberger Berman	1,969,005	0	0	For
Advisors' Inner Circle Fund III	1,949,838	2,851	0	For
Russell Investments	1,367,810	0	0	For
TIAA	1,350,691	0	0	For
American Century	1,212,718	0	0	For
MASTER INVESTMENT PORTFOLIO	1,006,475	0	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	965,300	0	0	For
Jackson National	950,931	0	0	For
First Trust	897,592	0	0	For
AQR	0	819,170	0	Against
Bridge Builder Trust	787,220	8,712	0	For
Equitable	625,356	0	0	For
Lincoln Financial	579,970	0	0	For
PIMCO	511,937	0	0	For

Showing the 25 largest of 170 asset managers. See all 170 in the interactive database.

8. Elect Director: J. Amanda Sourry Knox

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99.0% Majority: yes · of votes cast

FOR 99.0%

FOR: 512,945,377AGAINST: 4,998,351

Details: description as filed, official tally, votes by 170 asset managers

Description as filed by funds: Election of Directors: J. Amanda Sourry Knox

KROGER CO.’s own tally for this item (“Elect Director: J. Amanda Sourry Knox”): 512,945,377 for, 4,998,351 against, per its Form 8-K filed June 27, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 170 asset managers below reported 198,804,110 for, 32,507 against, 1 withheld, 121,335 abstained, 328 not voted, 148,993 unknown.

FOR

FOR: 198,804,110AGAINST: 32,507ABSTAIN: 121,335WITHHOLD: 1UNKNOWN: 148,993NOT VOTED: 328

Largest asset managers voting on “Election of Directors: J. Amanda Sourry Knox” at KROGER CO., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	87,376,291	8	3	For
BlackRock	22,701,684	0	0	For
Fidelity	21,877,108	0	0	For
Capital Group	10,274,152	0	0	For
State Street	8,700,115	0	0	For
Charles Schwab	5,037,887	0	0	For
Invesco	3,830,517	0	0	For
JPMorgan	3,332,995	0	0	For
Dimensional	3,191,805	0	0	For
Putnam	2,222,654	0	0	For
SEI	2,151,281	0	0	For
Neuberger Berman	1,969,005	0	0	For
Advisors' Inner Circle Fund III	1,952,689	0	0	For
Russell Investments	1,367,810	0	0	For
TIAA	1,350,691	0	0	For
American Century	1,212,718	0	0	For
MASTER INVESTMENT PORTFOLIO	1,006,475	0	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	965,300	0	0	For
Jackson National	950,931	0	0	For
First Trust	897,592	0	0	For
AQR	819,170	0	0	For
Bridge Builder Trust	795,932	0	0	For
Equitable	625,356	0	0	For
Lincoln Financial	579,970	0	0	For
PIMCO	511,937	0	0	For

Showing the 25 largest of 170 asset managers. See all 170 in the interactive database.

9. Elect Director: Mark S. Sutton

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 495,099,132AGAINST: 23,225,073

Details: description as filed, official tally, votes by 170 asset managers

Description as filed by funds: Election of Directors: Mark S. Sutton

KROGER CO.’s own tally for this item (“Elect Director: Mark S. Sutton”): 495,099,132 for, 23,225,073 against, per its Form 8-K filed June 27, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 170 asset managers below reported 189,905,955 for, 8,930,663 against, 1 withheld, 121,335 abstained, 328 not voted, 148,993 unknown.

FOR

FOR: 189,905,955AGAINST: 8,930,663ABSTAIN: 121,335WITHHOLD: 1UNKNOWN: 148,993NOT VOTED: 328

Largest asset managers voting on “Election of Directors: Mark S. Sutton” at KROGER CO., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	79,894,799	7,481,501	3	Mixed
BlackRock	22,701,684	0	0	For
Fidelity	21,664,799	212,309	0	For
Capital Group	10,274,152	0	0	For
State Street	8,700,115	0	0	For
Charles Schwab	5,037,887	0	0	For
Invesco	3,830,517	0	0	For
JPMorgan	3,332,995	0	0	For
Dimensional	3,191,805	0	0	For
Putnam	2,222,654	0	0	For
SEI	2,151,281	0	0	For
Neuberger Berman	1,969,005	0	0	For
Advisors' Inner Circle Fund III	1,952,689	0	0	For
Russell Investments	1,367,810	0	0	For
TIAA	1,350,691	0	0	For
American Century	1,212,718	0	0	For
MASTER INVESTMENT PORTFOLIO	1,006,475	0	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	965,300	0	0	For
Jackson National	599,168	351,763	0	Mixed
First Trust	897,592	0	0	For
AQR	819,170	0	0	For
Bridge Builder Trust	795,932	0	0	For
Equitable	625,356	0	0	For
Lincoln Financial	579,970	0	0	For
PIMCO	511,937	0	0	For

Showing the 25 largest of 170 asset managers. See all 170 in the interactive database.

10. Elect Director: Ashok Vemuri

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 511,101,255AGAINST: 6,678,991

Details: description as filed, official tally, votes by 170 asset managers

Description as filed by funds: Election of Directors: Ashok Vemuri

KROGER CO.’s own tally for this item (“Elect Director: Ashok Vemuri”): 511,101,255 for, 6,678,991 against, per its Form 8-K filed June 27, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 170 asset managers below reported 198,967,681 for, 17,928 against, 1 withheld, 121,336 abstained, 328 not voted.

FOR

FOR: 198,967,681AGAINST: 17,928ABSTAIN: 121,336WITHHOLD: 1NOT VOTED: 328

Largest asset managers voting on “Election of Directors: Ashok Vemuri” at KROGER CO., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	87,376,288	11	4	For
BlackRock	22,701,684	0	0	For
Fidelity	21,877,108	0	0	For
Capital Group	10,274,152	0	0	For
State Street	8,700,115	0	0	For
Charles Schwab	5,037,887	0	0	For
Invesco	3,830,517	0	0	For
JPMorgan	3,332,995	0	0	For
Dimensional	3,191,805	0	0	For
Putnam	2,222,654	0	0	For
SEI	2,151,281	0	0	For
Neuberger Berman	1,969,005	0	0	For
Advisors' Inner Circle Fund III	1,952,689	0	0	For
Russell Investments	1,367,810	0	0	For
TIAA	1,350,691	0	0	For
American Century	1,212,718	0	0	For
MASTER INVESTMENT PORTFOLIO	1,006,475	0	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	965,300	0	0	For
Jackson National	950,931	0	0	For
First Trust	897,592	0	0	For
AQR	819,170	0	0	For
Bridge Builder Trust	795,932	0	0	For
Equitable	625,356	0	0	For
Lincoln Financial	579,970	0	0	For
PIMCO	511,937	0	0	For

Showing the 25 largest of 170 asset managers. See all 170 in the interactive database.

11. Advisory vote approving executive compensation

Outcome not verified Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Not verified

Combines 33 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%

FOR: 479,422,891AGAINST: 37,724,712

Details: description as filed, official tally, votes by 1,008 asset managers

Description as filed by funds: Approval, on an advisory basis, of Kroger's executive compensation.

KROGER CO.’s own tally for this item (“Advisory vote approving executive compensation”): 479,422,891 for, 37,724,712 against, per its Form 8-K filed June 27, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 167 asset managers voting on “Approval, on an advisory basis, of Kroger's executive compensation.” at KROGER CO., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	87,376,236	62	5	For
BlackRock	22,697,362	4,322	0	For
Fidelity	21,877,108	0	0	For
Capital Group	10,274,152	0	0	For
State Street	8,700,115	0	0	For
Charles Schwab	5,037,887	0	0	For
Invesco	3,830,517	0	0	For
JPMorgan	3,332,995	0	0	For
Dimensional	3,191,805	0	0	For
Putnam	2,222,654	0	0	For
SEI	2,151,281	0	0	For
Neuberger Berman	1,969,005	0	0	For
Advisors' Inner Circle Fund III	1,952,689	0	0	For
Russell Investments	1,367,810	0	0	For
TIAA	1,350,691	0	0	For
American Century	1,212,718	0	0	For
MASTER INVESTMENT PORTFOLIO	1,006,475	0	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	965,300	0	0	For
Jackson National	950,931	0	0	For
First Trust	897,592	0	0	For
AQR	819,170	0	0	For
Bridge Builder Trust	795,932	0	0	For
Equitable	617,256	8,100	0	For
Lincoln Financial	579,970	0	0	For
PIMCO	511,937	0	0	For

Fund voting reports, all 167 managers: 198,501,638 for, 125,771 against, 1 withheld, 223,837 abstained, 328 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 874 asset managers voting on “Approval, on an advisory basis, of Kroger's executive compensation.” at KROGER CO., 2024-2025
Asset manager	For	Against	Vote
State Street	19,907,707	0	For
GEODE CAPITAL MANAGEMENT, LLC	17,049,378	0	For
Wellington	13,655,170	0	For
Capital Group	10,565,534	0	For
Fidelity	8,857,178	0	For
GQG Partners LLC	8,337,873	0	For
Charles Schwab	5,119,976	0	For
Northern Trust	5,048,231	0	For
Invesco	5,046,715	0	For
Vanguard	4,624,765	0	For
LSV ASSET MANAGEMENT	4,330,925	191,500	For
JPMorgan	4,151,483	0	For
NORDEA INVESTMENT MANAGEMENT AB	0	3,629,031	Against
UBS	3,588,465	34,530	For
PARAMETRIC PORTFOLIO ASSOCIATES LLC	3,555,014	0	For
SEI	3,532,371	0	For
Legal & General Investment Management Ltd	45,766	3,335,212	Against
Alyeska Investment Group, L.P.	3,048,556	0	For
Neuberger Berman	2,750,555	0	For
MELLON INVESTMENTS Corp	2,532,190	0	For
Putnam	2,523,385	0	For
Amundi	0	2,395,421	Against
AQR	2,327,210	0	For
CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM	2,181,935	0	For
HARRIS ASSOCIATES L P	2,105,703	0	For

Institutional-manager reports, all 874 managers: 216,429,186 for, 20,019,631 against, 28,192 abstained, 42,625 not voted, 162,270 unknown. Showing the 25 largest; see all in the interactive database.

12. Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2025

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%

FOR: 538,041,379AGAINST: 46,621,553

Details: description as filed, official tally, votes by 176 asset managers

Description as filed by funds: Ratification of PricewaterhouseCoopers LLP, as auditors.

KROGER CO.’s own tally for this item (“Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2025”): 538,041,379 for, 46,621,553 against, per its Form 8-K filed June 27, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 176 asset managers below reported 198,286,511 for, 970,869 against, 1 withheld, 121,334 abstained, 328 not voted.

FOR

FOR: 198,286,511AGAINST: 970,869ABSTAIN: 121,334WITHHOLD: 1NOT VOTED: 328

Largest asset managers voting on “Ratification of PricewaterhouseCoopers LLP, as auditors.” at KROGER CO., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	87,351,853	24,448	2	For
BlackRock	22,701,684	0	0	For
Fidelity	21,877,108	0	0	For
Capital Group	10,274,152	0	0	For
State Street	8,699,988	127	0	For
Charles Schwab	5,037,887	0	0	For
Invesco	3,830,517	0	0	For
JPMorgan	3,332,995	0	0	For
Dimensional	3,191,805	0	0	For
Putnam	2,222,654	0	0	For
SEI	2,151,281	0	0	For
Neuberger Berman	1,969,005	0	0	For
Advisors' Inner Circle Fund III	1,949,838	2,851	0	For
Russell Investments	1,367,810	0	0	For
TIAA	1,350,691	0	0	For
American Century	1,212,718	0	0	For
MASTER INVESTMENT PORTFOLIO	1,006,475	0	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	965,300	0	0	For
Jackson National	950,931	0	0	For
First Trust	897,592	0	0	For
AQR	819,170	0	0	For
Bridge Builder Trust	795,932	0	0	For
Equitable	617,256	8,100	0	For
Lincoln Financial	579,970	0	0	For
PIMCO	511,937	0	0	For

Showing the 25 largest of 176 asset managers. See all 176 in the interactive database.

13. Shareholder proposal regarding a Report on discarded cigarette pollution

Outcome not verifiedENVIRONMENT OR CLIMATEReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

9% Majority: no · of votes cast

9%AGAINST

FOR: 47,449,866AGAINST: 466,884,167

Details: description as filed, official tally, votes by 168 asset managers

Description as filed by funds: Report on discarded cigarette pollution.

KROGER CO.’s own tally for this item (“Shareholder proposal regarding a Report on discarded cigarette pollution”): 47,449,866 for, 466,884,167 against, per its Form 8-K filed June 27, 2025 (Item 5.07). FOR was not more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 168 asset managers below reported 1,132,110 for, 197,258,231 against, 3 withheld, 799,661 abstained, 328 not voted.

AGAINST

FOR: 1,132,110AGAINST: 197,258,231ABSTAIN: 799,661WITHHOLD: 3NOT VOTED: 328

Largest asset managers voting on “Report on discarded cigarette pollution.” at KROGER CO., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	24,455	87,351,838	10	Against
BlackRock	13,412	22,688,272	0	Against
Fidelity	13,794	21,863,314	0	Against
Capital Group	0	10,274,152	0	Against
State Street	998	8,699,117	0	Against
Charles Schwab	0	5,037,887	0	Against
Invesco	0	3,830,517	0	Against
JPMorgan	0	3,332,995	0	Against
Dimensional	0	3,191,805	0	Against
Putnam	0	2,222,654	0	Against
SEI	27,866	2,123,415	0	Against
Neuberger Berman	0	1,969,005	0	Against
Advisors' Inner Circle Fund III	2,851	1,949,838	0	Against
Russell Investments	0	1,367,810	0	Against
TIAA	0	1,350,691	0	Against
American Century	0	1,212,718	0	Against
MASTER INVESTMENT PORTFOLIO	0	1,006,475	0	Against
HARRIS ASSOCIATES INVESTMENT TRUST	0	965,300	0	Against
Jackson National	0	950,931	0	Against
First Trust	0	897,592	0	Against
AQR	0	819,170	0	Against
Bridge Builder Trust	0	795,932	0	Against
Equitable	0	625,356	0	Against
Lincoln Financial	0	579,970	0	Against
PIMCO	0	511,937	0	Against

Showing the 25 largest of 168 asset managers. See all 168 in the interactive database.

14. Shareholder proposal regarding a report on adopting a third-party mandated framework on U.S. farmers

Outcome not verifiedENVIRONMENT OR CLIMATEReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

15% Majority: no · of votes cast

FOR 15%AGAINST

FOR: 77,187,990AGAINST: 437,610,482

Details: description as filed, official tally, votes by 167 asset managers

Description as filed by funds: Report on adopting a third-party mandated framework on U.S. Farmers.

KROGER CO.’s own tally for this item (“Shareholder proposal regarding a report on adopting a third-party mandated framework on U.S. farmers”): 77,187,990 for, 437,610,482 against, per its Form 8-K filed June 27, 2025 (Item 5.07). FOR was not more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 15% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 167 asset managers below reported 2,365,076 for, 195,646,355 against, 2 withheld, 799,660 abstained, 328 not voted.

AGAINST

FOR: 2,365,076AGAINST: 195,646,355ABSTAIN: 799,660WITHHOLD: 2NOT VOTED: 328

Largest asset managers voting on “Report on adopting a third-party mandated framework on U.S. Farmers.” at KROGER CO., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	24,503	87,351,791	9	Against
BlackRock	17,734	22,683,950	0	Against
Fidelity	0	21,877,108	0	Against
Capital Group	0	10,274,152	0	Against
State Street	1,932	8,698,183	0	Against
Charles Schwab	0	5,037,887	0	Against
Invesco	0	3,830,517	0	Against
JPMorgan	0	3,332,995	0	Against
Dimensional	0	3,191,805	0	Against
Putnam	0	2,222,654	0	Against
SEI	27,866	2,123,415	0	Against
Neuberger Berman	0	1,969,005	0	Against
Advisors' Inner Circle Fund III	2,851	1,949,838	0	Against
Russell Investments	0	1,367,810	0	Against
TIAA	0	1,350,691	0	Against
American Century	0	1,212,718	0	Against
MASTER INVESTMENT PORTFOLIO	0	1,006,475	0	Against
HARRIS ASSOCIATES INVESTMENT TRUST	0	965,300	0	Against
Jackson National	0	950,931	0	Against
First Trust	0	897,592	0	Against
AQR	819,170	0	0	For
Bridge Builder Trust	0	795,932	0	Against
Equitable	0	625,356	0	Against
Lincoln Financial	0	579,970	0	Against
PIMCO	0	511,937	0	Against

Showing the 25 largest of 167 asset managers. See all 167 in the interactive database.

15. Shareholder proposal regarding report on safeguarding the privacy of consumer health data

Outcome not verifiedOTHER SOCIAL ISSUESReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

14% Majority: no · of votes cast

FOR 14%AGAINST

FOR: 72,180,021AGAINST: 441,445,598

Details: description as filed, official tally, votes by 167 asset managers

Description as filed by funds: Report on safeguarding the privacy of consumer health data.

KROGER CO.’s own tally for this item (“Shareholder proposal regarding report on safeguarding the privacy of consumer health data”): 72,180,021 for, 441,445,598 against, per its Form 8-K filed June 27, 2025 (Item 5.07). FOR was not more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 14% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of KROGER CO.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “S/H Proposal - Health Issues” (3 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).

The 167 asset managers below reported 1,971,608 for, 195,603,746 against, 3 withheld, 1,235,736 abstained, 328 not voted.

AGAINST

FOR: 1,971,608AGAINST: 195,603,746ABSTAIN: 1,235,736WITHHOLD: 3NOT VOTED: 328

Largest asset managers voting on “Report on safeguarding the privacy of consumer health data.” at KROGER CO., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	24,496	87,351,796	11	Against
BlackRock	13,412	22,688,272	0	Against
Fidelity	0	21,877,108	0	Against
Capital Group	0	10,274,152	0	Against
State Street	1,932	8,698,183	0	Against
Charles Schwab	0	5,037,887	0	Against
Invesco	0	3,830,517	0	Against
JPMorgan	0	3,332,995	0	Against
Dimensional	0	3,191,805	0	Against
Putnam	0	2,222,654	0	Against
SEI	0	2,151,281	0	Against
Neuberger Berman	0	1,969,005	0	Against
Advisors' Inner Circle Fund III	0	1,952,689	0	Against
Russell Investments	0	1,367,810	0	Against
TIAA	0	1,350,691	0	Against
American Century	0	1,212,718	0	Against
MASTER INVESTMENT PORTFOLIO	0	1,006,475	0	Against
HARRIS ASSOCIATES INVESTMENT TRUST	0	965,300	0	Against
Jackson National	0	950,931	0	Against
First Trust	0	897,592	0	Against
AQR	819,170	0	0	For
Bridge Builder Trust	0	795,932	0	Against
Equitable	0	277,586	347,770	Mixed
Lincoln Financial	0	579,970	0	Against
PIMCO	0	511,937	0	Against

Showing the 25 largest of 167 asset managers. See all 167 in the interactive database.

Not shown here: this season’s fund filings also report 1 item from the meeting of June 27, 2024, which belongs to the 2023-2024 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.

Largest KROGER CO. shareholders voting in 2024-2025

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 661,155,838 shares outstanding at the time of that meeting.

Fund voting reports: top KROGER CO. shareholders by shares voted on “Approval, on an advisory basis, of Kroger's executive compensation.”, 2024-2025
#	Asset manager	% of shares outstanding
1	Vanguard	13.22%
2	BlackRock	3.43%
3	Fidelity	3.31%
4	Capital Group	1.55%
5	State Street	1.32%
6	Charles Schwab	0.76%
7	Invesco	0.58%
8	JPMorgan	0.50%
9	Dimensional	0.48%
10	Putnam	0.34%

Institutional-manager reports: top KROGER CO. shareholders by shares voted on “Approval, on an advisory basis, of Kroger's executive compensation.”, 2024-2025
#	Asset manager	% of shares outstanding
1	State Street	3.01%
2	GEODE CAPITAL MANAGEMENT, LLC	2.58%
3	Wellington	2.07%
4	Capital Group	1.60%
5	Fidelity	1.34%
6	GQG Partners LLC	1.26%
7	Charles Schwab	0.78%
8	Northern Trust	0.76%
9	Invesco	0.76%
10	Vanguard	0.70%

Reported KROGER CO. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

KROGER CO. holdings and ownership disclosed for the 2024-2025 proxy season
Holder	% outstanding	Disclosure
Vanguard Group	12.44%	13F
BlackRock	8.78%	13F
Berkshire Hathaway	7.56%	13F
State Street	5.04%	13F
Wellington Management Group LLP	3.04%	13G
Geode Capital	2.58%	13F
Dimensional Fund Advisors	2.16%	13F
Citadel Advisors	1.53%	13F
Morgan Stanley	1.48%	13F
FMR (Fidelity)	1.37%	13F

Percentages above are of 661,155,838 shares outstanding, as reported by KROGER CO. on its Form 10-Q dated June 24, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from KROGER CO.’s 10-Q dated June 24, 2025. This page is a static snapshot rebuilt weekly on October 25, 2026; a live search always shows the current data.

At KROGER CO.'s shareholder meeting held June 26, 2025, in the 2024-2025 proxy season, 1,008 asset managers reported how they voted on 15 ballot items in their SEC Form N-PX filings, covering 15,347 separate fund positions. On the most widely held item on that ballot — Approval, on an advisory basis, of Kroger's executive compensation. — FOR was 93% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: KROGER CO.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 27, 2025.

KROGER CO. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.