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The Kroger Co. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and The Kroger Co.’s Form 8-K, filed June 26, 2026 (Item 5.07 on EDGAR). Page generated October 13, 2026.

  • 14Ballot items
  • 1,013Asset managers
  • 13,683Fund votes
  • June 25, 2026Meeting date

Results at a glance

Meeting of June 25, 2026: 14 items on The Kroger Co.’s Form 8-K, filed June 26, 2026: 14 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 · This season’s results screens

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

Explore The Kroger Co. in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by The Kroger Co.

These tallies are The Kroger Co.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 26, 2026 (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.

The Kroger Co. — official shareholder meeting results, meeting held June 25, 2026
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Nora A. Aufreiter 480,814,58911,930,557-- --61,479,424 98%Not verified—
Elect Director: Kevin M. Brown 485,070,3257,657,729-- --61,479,424 98%Not verified—
Elect Director: Mitchell R. Butier 485,645,0187,055,241-- --61,479,424 99%Not verified—
Elect Director: Gregory S. Foran 485,443,1847,150,096-- --61,479,424 99%Not verified—
Elect Director: Anne Gates 473,609,09519,360,110-- --61,479,424 96%Not verified—
Elect Director: Karen M. Hoguet 485,312,1667,448,287-- --61,479,424 98%Not verified—
Elect Director: Ronald L. Sargent 468,967,64223,737,119-- --61,479,424 95%Not verified—
Elect Director: J. Amanda Sourry Knox 478,144,97714,601,870-- --61,479,424 97%Not verified—
Elect Director: Mark S. Sutton 473,892,16518,494,274-- --61,479,424 96%Not verified—
Elect Director: Ashok Vemuri 483,649,7217,996,223-- --61,479,424 98%Not verified—
Advisory vote approving executive compensation 438,059,36954,634,4831,990,113 --61,479,424 89%Not verified—
Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026 510,100,16143,721,6352,341,593 ---- 92%Not verified—
Approval of the Second Amended and Restated 2019 Long-Term Incentive Plan 469,692,58723,076,4701,914,908 --61,479,424 95%Not verified—
Shareholder proposal regarding a report on GHG emissions 85,776,050404,190,6784,717,237 --61,479,424 18%Not verified—

Source: The Kroger Co., Form 8-K, filed with the SEC on June 26, 2026 — read the filing on EDGAR.

How asset managers voted at the The Kroger Co. 2025-2026 meeting

Each item below shows how the 1,013 asset managers that disclosed a The 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 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 480,814,589AGAINST: 11,930,557
Details: description as filed, official tally, votes by 154 asset managers

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

The Kroger Co.’s own tally for this item (“Elect Director: Nora A. Aufreiter”): 480,814,589 for, 11,930,557 against, per its Form 8-K filed June 26, 2026 (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 154 asset managers below reported 192,622,604 for, 121,682 against, 92,693 abstained, 751 not voted.

FOR
FOR: 192,622,604AGAINST: 121,682ABSTAIN: 92,693NOT VOTED: 751
Largest asset managers voting on “Election of Directors: Nora A. Aufreiter” at The Kroger Co., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard86,647,449219 400For
Fidelity23,473,3840 00For
BlackRock21,903,475115,593 00For
State Street8,176,7740 00For
Putnam7,264,0170 00For
Dimensional5,414,8330 00For
Invesco4,785,1510 00For
Charles Schwab4,688,4070 00For
American Century2,093,9270 00For
Advisors' Inner Circle Fund III1,945,9360 00For
Bridge Builder Trust1,944,1240 00For
Hartford1,863,1440 00For
SEI1,646,5840 00For
Russell Investments1,267,4160 00For
Jackson National1,212,9660 00For
TIAA1,125,5980 00For
Columbia Threadneedle960,0660 00For
MASTER INVESTMENT PORTFOLIO886,5490 00For
AQR729,0590 00For
Victory Capital705,1510 00For
Brighthouse544,9910 92,6530Mixed
Cardano Risk Management B.V.543,7860 00For
Equitable541,6730 00For
WisdomTree537,9080 00For
Lincoln Financial522,5360 00For

Showing the 25 largest of 154 asset managers. See all 154 in the interactive database.

2. Elect Director: Kevin M. Brown

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 485,070,325AGAINST: 7,657,729
Details: description as filed, official tally, votes by 154 asset managers

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

The Kroger Co.’s own tally for this item (“Elect Director: Kevin M. Brown”): 485,070,325 for, 7,657,729 against, per its Form 8-K filed June 26, 2026 (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 154 asset managers below reported 192,744,152 for, 132 against, 92,694 abstained, 751 not voted.

FOR
FOR: 192,744,152AGAINST: 132ABSTAIN: 92,694NOT VOTED: 751
Largest asset managers voting on “Election of Directors: Kevin M. Brown” at The Kroger Co., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard86,647,535132 410For
Fidelity23,473,3840 00For
BlackRock22,019,0680 00For
State Street8,176,7740 00For
Putnam7,264,0170 00For
Dimensional5,414,8330 00For
Invesco4,785,1510 00For
Charles Schwab4,688,4070 00For
American Century2,093,9270 00For
Advisors' Inner Circle Fund III1,945,9360 00For
Bridge Builder Trust1,944,1240 00For
Hartford1,863,1440 00For
SEI1,646,5840 00For
Russell Investments1,267,4160 00For
Jackson National1,212,9660 00For
TIAA1,125,5980 00For
Columbia Threadneedle960,0660 00For
MASTER INVESTMENT PORTFOLIO886,5490 00For
AQR729,0590 00For
Victory Capital705,1510 00For
Brighthouse544,9910 92,6530Mixed
Cardano Risk Management B.V.543,7860 00For
Equitable541,6730 00For
WisdomTree537,9080 00For
Lincoln Financial522,5360 00For

Showing the 25 largest of 154 asset managers. See all 154 in the interactive database.

3. Elect Director: Mitchell R. Butier

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 485,645,018AGAINST: 7,055,241
Details: description as filed, official tally, votes by 154 asset managers

Description as filed by funds: Election of Directors: Mitchell R. Butier

The Kroger Co.’s own tally for this item (“Elect Director: Mitchell R. Butier”): 485,645,018 for, 7,055,241 against, per its Form 8-K filed June 26, 2026 (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 154 asset managers below reported 192,744,137 for, 147 against, 92,694 abstained, 751 not voted.

FOR
FOR: 192,744,137AGAINST: 147ABSTAIN: 92,694NOT VOTED: 751
Largest asset managers voting on “Election of Directors: Mitchell R. Butier” at The Kroger Co., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard86,647,520147 410For
Fidelity23,473,3840 00For
BlackRock22,019,0680 00For
State Street8,176,7740 00For
Putnam7,264,0170 00For
Dimensional5,414,8330 00For
Invesco4,785,1510 00For
Charles Schwab4,688,4070 00For
American Century2,093,9270 00For
Advisors' Inner Circle Fund III1,945,9360 00For
Bridge Builder Trust1,944,1240 00For
Hartford1,863,1440 00For
SEI1,646,5840 00For
Russell Investments1,267,4160 00For
Jackson National1,212,9660 00For
TIAA1,125,5980 00For
Columbia Threadneedle960,0660 00For
MASTER INVESTMENT PORTFOLIO886,5490 00For
AQR729,0590 00For
Victory Capital705,1510 00For
Brighthouse544,9910 92,6530Mixed
Cardano Risk Management B.V.543,7860 00For
Equitable541,6730 00For
WisdomTree537,9080 00For
Lincoln Financial522,5360 00For

Showing the 25 largest of 154 asset managers. See all 154 in the interactive database.

4. Elect Director: Gregory S. Foran

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 485,443,184AGAINST: 7,150,096
Details: description as filed, official tally, votes by 154 asset managers

Description as filed by funds: Election of Directors: Gregory S. Foran

The Kroger Co.’s own tally for this item (“Elect Director: Gregory S. Foran”): 485,443,184 for, 7,150,096 against, per its Form 8-K filed June 26, 2026 (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 154 asset managers below reported 192,744,132 for, 150 against, 92,696 abstained, 751 not voted.

FOR
FOR: 192,744,132AGAINST: 150ABSTAIN: 92,696NOT VOTED: 751
Largest asset managers voting on “Election of Directors: Gregory S. Foran” at The Kroger Co., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard86,647,515150 430For
Fidelity23,473,3840 00For
BlackRock22,019,0680 00For
State Street8,176,7740 00For
Putnam7,264,0170 00For
Dimensional5,414,8330 00For
Invesco4,785,1510 00For
Charles Schwab4,688,4070 00For
American Century2,093,9270 00For
Advisors' Inner Circle Fund III1,945,9360 00For
Bridge Builder Trust1,944,1240 00For
Hartford1,863,1440 00For
SEI1,646,5840 00For
Russell Investments1,267,4160 00For
Jackson National1,212,9660 00For
TIAA1,125,5980 00For
Columbia Threadneedle960,0660 00For
MASTER INVESTMENT PORTFOLIO886,5490 00For
AQR729,0590 00For
Victory Capital705,1510 00For
Brighthouse544,9910 92,6530Mixed
Cardano Risk Management B.V.543,7860 00For
Equitable541,6730 00For
WisdomTree537,9080 00For
Lincoln Financial522,5360 00For

Showing the 25 largest of 154 asset managers. See all 154 in the interactive database.

5. Elect Director: Anne Gates

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 473,609,095AGAINST: 19,360,110
Details: description as filed, official tally, votes by 154 asset managers

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

The Kroger Co.’s own tally for this item (“Elect Director: Anne Gates”): 473,609,095 for, 19,360,110 against, per its Form 8-K filed June 26, 2026 (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 154 asset managers below reported 192,115,874 for, 628,414 against, 92,689 abstained, 751 not voted.

FOR
FOR: 192,115,874AGAINST: 628,414ABSTAIN: 92,689NOT VOTED: 751
Largest asset managers voting on “Election of Directors: Anne Gates” at The Kroger Co., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard86,647,292379 360For
Fidelity23,473,3840 00For
BlackRock22,019,0680 00For
State Street8,176,7740 00For
Putnam7,264,0170 00For
Dimensional5,414,8330 00For
Invesco4,785,1510 00For
Charles Schwab4,688,4070 00For
American Century2,093,9270 00For
Advisors' Inner Circle Fund III1,907,24438,692 00For
Bridge Builder Trust1,944,1240 00For
Hartford1,863,1440 00For
SEI1,646,5840 00For
Russell Investments1,267,4160 00For
Jackson National1,212,9660 00For
TIAA1,125,5980 00For
Columbia Threadneedle960,0660 00For
MASTER INVESTMENT PORTFOLIO886,5490 00For
AQR729,0590 00For
Victory Capital705,1510 00For
Brighthouse544,9910 92,6530Mixed
Cardano Risk Management B.V.543,7860 00For
Equitable541,6730 00For
WisdomTree537,9080 00For
Lincoln Financial522,5360 00For

Showing the 25 largest of 154 asset managers. See all 154 in the interactive database.

6. Elect Director: Karen M. Hoguet

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 485,312,166AGAINST: 7,448,287
Details: description as filed, official tally, votes by 154 asset managers

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

The Kroger Co.’s own tally for this item (“Elect Director: Karen M. Hoguet”): 485,312,166 for, 7,448,287 against, per its Form 8-K filed June 26, 2026 (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 154 asset managers below reported 192,744,134 for, 150 against, 92,693 abstained, 751 not voted.

FOR
FOR: 192,744,134AGAINST: 150ABSTAIN: 92,693NOT VOTED: 751
Largest asset managers voting on “Election of Directors: Karen M. Hoguet” at The Kroger Co., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard86,647,517150 400For
Fidelity23,473,3840 00For
BlackRock22,019,0680 00For
State Street8,176,7740 00For
Putnam7,264,0170 00For
Dimensional5,414,8330 00For
Invesco4,785,1510 00For
Charles Schwab4,688,4070 00For
American Century2,093,9270 00For
Advisors' Inner Circle Fund III1,945,9360 00For
Bridge Builder Trust1,944,1240 00For
Hartford1,863,1440 00For
SEI1,646,5840 00For
Russell Investments1,267,4160 00For
Jackson National1,212,9660 00For
TIAA1,125,5980 00For
Columbia Threadneedle960,0660 00For
MASTER INVESTMENT PORTFOLIO886,5490 00For
AQR729,0590 00For
Victory Capital705,1510 00For
Brighthouse544,9910 92,6530Mixed
Cardano Risk Management B.V.543,7860 00For
Equitable541,6730 00For
WisdomTree537,9080 00For
Lincoln Financial522,5360 00For

Showing the 25 largest of 154 asset managers. See all 154 in the interactive database.

7. Elect Director: Ronald L. Sargent

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 468,967,642AGAINST: 23,737,119
Details: description as filed, official tally, votes by 154 asset managers

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

The Kroger Co.’s own tally for this item (“Elect Director: Ronald L. Sargent”): 468,967,642 for, 23,737,119 against, per its Form 8-K filed June 26, 2026 (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 154 asset managers below reported 191,785,228 for, 953,185 against, 98,562 abstained, 751 not voted.

FOR
FOR: 191,785,228AGAINST: 953,185ABSTAIN: 98,562NOT VOTED: 751
Largest asset managers voting on “Election of Directors: Ronald L. Sargent” at The Kroger Co., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard86,647,218448 390For
Fidelity23,473,3840 00For
BlackRock22,019,0680 00For
State Street8,176,73044 00For
Putnam7,264,0170 00For
Dimensional5,414,8330 00For
Invesco4,785,1510 00For
Charles Schwab4,688,4070 00For
American Century2,093,9270 00For
Advisors' Inner Circle Fund III1,907,24438,692 00For
Bridge Builder Trust1,944,1240 00For
Hartford1,863,1440 00For
SEI1,628,97417,610 00For
Russell Investments1,267,4160 00For
Jackson National1,212,9660 00For
TIAA1,125,5980 00For
Columbia Threadneedle960,0660 00For
MASTER INVESTMENT PORTFOLIO886,5490 00For
AQR729,0590 00For
Victory Capital705,1510 00For
Brighthouse544,9910 92,6530Mixed
Cardano Risk Management B.V.0543,786 00Against
Equitable541,6730 00For
WisdomTree537,9080 00For
Lincoln Financial522,5360 00For

Showing the 25 largest of 154 asset managers. See all 154 in the interactive database.

8. Elect Director: Mark S. Sutton

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 473,892,165AGAINST: 18,494,274
Details: description as filed, official tally, votes by 154 asset managers

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

The Kroger Co.’s own tally for this item (“Elect Director: Mark S. Sutton”): 473,892,165 for, 18,494,274 against, per its Form 8-K filed June 26, 2026 (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 154 asset managers below reported 192,335,035 for, 409,245 against, 92,699 abstained, 751 not voted.

FOR
FOR: 192,335,035AGAINST: 409,245ABSTAIN: 92,699NOT VOTED: 751
Largest asset managers voting on “Election of Directors: Mark S. Sutton” at The Kroger Co., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard86,647,288375 460For
Fidelity23,473,3840 00For
BlackRock22,019,0680 00For
State Street8,176,7740 00For
Putnam7,264,0170 00For
Dimensional5,414,8330 00For
Invesco4,785,1510 00For
Charles Schwab4,688,4070 00For
American Century2,093,9270 00For
Advisors' Inner Circle Fund III1,945,9360 00For
Bridge Builder Trust1,935,4128,712 00For
Hartford1,842,10021,044 00For
SEI1,646,5840 00For
Russell Investments1,267,4160 00For
Jackson National1,212,9660 00For
TIAA1,125,5980 00For
Columbia Threadneedle960,0660 00For
MASTER INVESTMENT PORTFOLIO886,5490 00For
AQR729,0590 00For
Victory Capital705,1510 00For
Brighthouse544,580411 92,6530Mixed
Cardano Risk Management B.V.543,7860 00For
Equitable541,6730 00For
WisdomTree537,9080 00For
Lincoln Financial522,5360 00For

Showing the 25 largest of 154 asset managers. See all 154 in the interactive database.

9. Elect Director: Ashok Vemuri

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 483,649,721AGAINST: 7,996,223
Details: description as filed, official tally, votes by 154 asset managers

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

The Kroger Co.’s own tally for this item (“Elect Director: Ashok Vemuri”): 483,649,721 for, 7,996,223 against, per its Form 8-K filed June 26, 2026 (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 154 asset managers below reported 192,744,100 for, 162 against, 92,717 abstained, 751 not voted.

FOR
FOR: 192,744,100AGAINST: 162ABSTAIN: 92,717NOT VOTED: 751
Largest asset managers voting on “Election of Directors: Ashok Vemuri” at The Kroger Co., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard86,647,483162 640For
Fidelity23,473,3840 00For
BlackRock22,019,0680 00For
State Street8,176,7740 00For
Putnam7,264,0170 00For
Dimensional5,414,8330 00For
Invesco4,785,1510 00For
Charles Schwab4,688,4070 00For
American Century2,093,9270 00For
Advisors' Inner Circle Fund III1,945,9360 00For
Bridge Builder Trust1,944,1240 00For
Hartford1,863,1440 00For
SEI1,646,5840 00For
Russell Investments1,267,4160 00For
Jackson National1,212,9660 00For
TIAA1,125,5980 00For
Columbia Threadneedle960,0660 00For
MASTER INVESTMENT PORTFOLIO886,5490 00For
AQR729,0590 00For
Victory Capital705,1510 00For
Brighthouse544,9910 92,6530Mixed
Cardano Risk Management B.V.543,7860 00For
Equitable541,6730 00For
WisdomTree537,9080 00For
Lincoln Financial522,5360 00For

Showing the 25 largest of 154 asset managers. See all 154 in the interactive database.

10. Elect Director: J. Amanda Sourry Knox

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 478,144,977AGAINST: 14,601,870
Details: description as filed, official tally, votes by 153 asset managers

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

The Kroger Co.’s own tally for this item (“Elect Director: J. Amanda Sourry Knox”): 478,144,977 for, 14,601,870 against, per its Form 8-K filed June 26, 2026 (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: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 153 asset managers below reported 192,719,965 for, 293 against, 92,693 abstained, 751 not voted.

FOR
FOR: 192,719,965AGAINST: 293ABSTAIN: 92,693NOT VOTED: 751
Largest asset managers voting on “Election of Directors: J. Amanda Sourry Knox” at The Kroger Co., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard86,647,375293 400For
Fidelity23,473,3840 00For
BlackRock22,019,0680 00For
State Street8,176,7740 00For
Putnam7,264,0170 00For
Dimensional5,414,8330 00For
Invesco4,785,1510 00For
Charles Schwab4,688,4070 00For
American Century2,093,9270 00For
Advisors' Inner Circle Fund III1,945,9360 00For
Bridge Builder Trust1,944,1240 00For
Hartford1,863,1440 00For
SEI1,646,5840 00For
Russell Investments1,267,4160 00For
Jackson National1,212,9660 00For
TIAA1,125,5980 00For
Columbia Threadneedle960,0660 00For
MASTER INVESTMENT PORTFOLIO886,5490 00For
AQR729,0590 00For
Victory Capital705,1510 00For
Brighthouse544,9910 92,6530Mixed
Cardano Risk Management B.V.543,7860 00For
Equitable541,6730 00For
WisdomTree537,9080 00For
Lincoln Financial522,5360 00For

Showing the 25 largest of 153 asset managers. See all 153 in the interactive database.

11. Approval of the Second Amended and Restated 2019 Long-Term Incentive Plan

Outcome not verifiedCOMPENSATIONReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 469,692,587AGAINST: 23,076,470
Details: description as filed, official tally, votes by 161 asset managers

Description as filed by funds: Approval of the 2019 Second Amended and Restated Long-Term Incentive Plan.

The Kroger Co.’s own tally for this item (“Approval of the Second Amended and Restated 2019 Long-Term Incentive Plan”): 469,692,587 for, 23,076,470 against, per its Form 8-K filed June 26, 2026 (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.

Also reported under other wordings, matched to the same row of The 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: “Amend Omnibus Stock Plan” (9 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).

The 161 asset managers below reported 192,348,575 for, 311,641 against, 98,292 abstained, 751 not voted.

FOR
FOR: 192,348,575AGAINST: 311,641ABSTAIN: 98,292NOT VOTED: 751
Largest asset managers voting on “Approval of the 2019 Second Amended and Restated Long-Term Incentive Plan.” at The Kroger Co., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard86,647,194476 390For
Fidelity23,339,321134,063 00For
BlackRock22,019,0680 00For
State Street8,176,68985 00For
Putnam7,264,0170 00For
Dimensional5,414,8330 00For
Invesco4,785,1510 00For
Charles Schwab4,688,4070 00For
American Century2,093,9270 00For
Advisors' Inner Circle Fund III1,945,9360 00For
Bridge Builder Trust1,944,1240 00For
Hartford1,863,1440 00For
SEI1,613,37733,207 00For
Russell Investments1,267,4160 00For
Jackson National1,212,9660 00For
TIAA1,125,5980 00For
Columbia Threadneedle960,0660 00For
MASTER INVESTMENT PORTFOLIO886,5490 00For
AQR729,0590 00For
Victory Capital705,1510 00For
Brighthouse544,9910 92,6530Mixed
Cardano Risk Management B.V.543,7860 00For
Equitable541,6730 00For
WisdomTree537,9080 00For
Lincoln Financial471,8250 00For

Showing the 25 largest of 161 asset managers. See all 161 in the interactive database.

12. Advisory vote approving executive compensation

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

Combines 26 wordings of this item as funds reported it.

89% Majority: yes · of votes cast

FOR 89%
FOR: 438,059,369AGAINST: 54,634,483
Details: description as filed, official tally, votes by 1,013 asset managers

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

The Kroger Co.’s own tally for this item (“Advisory vote approving executive compensation”): 438,059,369 for, 54,634,483 against, per its Form 8-K filed June 26, 2026 (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: 89% 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: 148 asset managers voting on “Approval, on an advisory basis, of Kroger's executive compensation.” at The Kroger Co., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard86,646,6111,058 420For
Fidelity23,473,3840 00For
BlackRock22,015,1403,928 00For
State Street16,9948,159,780 00Against
Putnam7,264,0170 00For
Dimensional5,414,8330 00For
Invesco4,785,1510 00For
Charles Schwab4,688,4070 00For
American Century2,093,9270 00For
Advisors' Inner Circle Fund III1,945,9360 00For
Bridge Builder Trust1,944,1240 00For
Hartford1,863,1440 00For
SEI1,646,5840 00For
Russell Investments1,267,4160 00For
Jackson National1,212,9660 00For
TIAA1,125,5980 00For
Columbia Threadneedle960,0660 00For
MASTER INVESTMENT PORTFOLIO886,5490 00For
AQR729,0590 00For
Victory Capital705,1510 00For
Brighthouse544,9910 92,6530Mixed
Equitable541,6730 00For
WisdomTree537,9080 00For
Lincoln Financial400,990121,546 00Mixed
John Hancock471,6970 00For

Fund voting reports, all 148 managers: 183,825,337 for, 8,363,302 against, 92,695 abstained, 751 not voted, 197 mixed. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 903 asset managers voting on “Approval, on an advisory basis, of Kroger's executive compensation.” at The Kroger Co., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Wellington23,302,6420 00For
BlackRock20,081,4076,145 00For
GEODE CAPITAL MANAGEMENT, LLC16,024,5660 00For
State Street485,38510,426,098 40,2490Against
Putnam10,743,4180 00For
Fidelity10,725,9990 00For
GQG Partners LLC10,115,0870 00For
Vanguard6,319,2120 00For
Invesco5,668,7100 00For
NORDEA INVESTMENT MANAGEMENT AB505,656,610 00Against
Northern Trust5,049,8500 00For
Charles Schwab4,791,0050 00For
LSV ASSET MANAGEMENT3,672,285132,300 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC3,634,9570 00For
UBS3,549,14112,378 00For
SEI3,502,6520 00For
MELLON INVESTMENTS Corp2,629,6910 00For
Amundi02,559,701 00Against
Brandywine Global Investment Management, LLC2,395,9250 00For
STATE OF MICHIGAN RETIREMENT SYSTEM2,285,0870 00For
CAPTRUST FINANCIAL ADVISORS2,231,6590 00For
Legal & General Investment Management Ltd40,4302,168,127 00Against
American Century2,169,9350 00For
Goldman Sachs2,117,3260 00For
AQR2,020,7380 00For

Institutional-manager reports, all 903 managers: 208,037,644 for, 33,309,050 against, 66,908 abstained, 70,816 not voted, 609,116 mixed, 99,882 unknown. Showing the 25 largest; see all in the interactive database.

13. Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%
FOR: 510,100,161AGAINST: 43,721,635
Details: description as filed, official tally, votes by 155 asset managers

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

The Kroger Co.’s own tally for this item (“Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026”): 510,100,161 for, 43,721,635 against, per its Form 8-K filed June 26, 2026 (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 155 asset managers below reported 191,584,975 for, 1,164,922 against, 92,681 abstained, 751 not voted.

FOR
FOR: 191,584,975AGAINST: 1,164,922ABSTAIN: 92,681NOT VOTED: 751
Largest asset managers voting on “Ratification of PricewaterhouseCoopers LLP, as auditors.” at The Kroger Co., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard86,548,37099,310 280For
Fidelity23,473,3840 00For
BlackRock22,015,1403,928 00For
State Street8,176,68985 00For
Putnam7,264,0170 00For
Dimensional5,414,8330 00For
Invesco4,785,1510 00For
Charles Schwab4,688,4070 00For
American Century2,093,9270 00For
Advisors' Inner Circle Fund III1,907,24438,692 00For
Bridge Builder Trust1,944,1240 00For
Hartford1,842,10021,044 00For
SEI1,613,37733,207 00For
Russell Investments1,267,4160 00For
Jackson National1,212,9660 00For
TIAA1,125,5980 00For
Columbia Threadneedle960,0660 00For
MASTER INVESTMENT PORTFOLIO886,5490 00For
AQR729,0590 00For
Victory Capital705,1510 00For
Brighthouse544,580411 92,6530Mixed
Cardano Risk Management B.V.0543,786 00Against
Equitable541,6730 00For
WisdomTree537,9080 00For
Lincoln Financial522,5360 00For

Showing the 25 largest of 155 asset managers. See all 155 in the interactive database.

14. Shareholder proposal regarding a report on GHG emissions

Outcome not verifiedENVIRONMENT OR CLIMATEReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

18% Majority: no · of votes cast

FOR 18%AGAINST
FOR: 85,776,050AGAINST: 404,190,678
Details: description as filed, official tally, votes by 153 asset managers

Description as filed by funds: Report on GHG emissions reductions.

The Kroger Co.’s own tally for this item (“Shareholder proposal regarding a report on GHG emissions”): 85,776,050 for, 404,190,678 against, per its Form 8-K filed June 26, 2026 (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: 18% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of The 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: “Shareholder Proposal Regarding GHG Reduction Efforts” (4 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).

The 153 asset managers below reported 2,574,570 for, 189,074,171 against, 569,255 abstained, 14,945 not voted.

AGAINST
FOR: 2,574,570AGAINST: 189,074,171ABSTAIN: 569,255NOT VOTED: 14,945
Largest asset managers voting on “Report on GHG emissions reductions.” at The Kroger Co., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard100,12486,547,488 950Against
Fidelity6123,473,323 00Against
BlackRock127,63321,891,435 00Against
State Street1,8168,174,958 00Against
Putnam07,264,017 00Against
Dimensional05,414,833 00Against
Invesco04,785,151 00Against
Charles Schwab04,688,407 00Against
American Century02,093,927 00Against
Advisors' Inner Circle Fund III38,6921,907,244 00Against
Bridge Builder Trust01,944,124 00Against
Hartford21,0441,842,100 00Against
SEI50,8171,595,767 00Against
Russell Investments1,267,4160 00For
Jackson National01,212,966 00Against
TIAA01,125,598 00Against
Columbia Threadneedle0960,066 00Against
MASTER INVESTMENT PORTFOLIO0886,549 00Against
AQR0729,059 00Against
Victory Capital0705,151 00Against
Brighthouse411538,936 98,2970Mixed
Equitable0541,673 00Against
WisdomTree0537,908 00Against
Lincoln Financial121,800400,736 00Mixed
John Hancock282,807188,890 00Mixed

Showing the 25 largest of 153 asset managers. See all 153 in the interactive database.

Not shown here: this season’s fund filings also report 1 item from the meeting of June 26, 2025, which belongs to the 2024-2025 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 The Kroger Co. shareholders voting in 2025-2026

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 612,647,282 shares outstanding at the time of that meeting.

Fund voting reports: top The Kroger Co. shareholders by shares voted on “Approval, on an advisory basis, of Kroger's executive compensation.”, 2025-2026
#Asset manager % of shares outstanding
1Vanguard 14.14%
2Fidelity 3.83%
3BlackRock 3.59%
4State Street 1.33%
5Putnam 1.19%
6Dimensional 0.88%
7Invesco 0.78%
8Charles Schwab 0.77%
9American Century 0.34%
10Advisors' Inner Circle Fund III 0.32%
Institutional-manager reports: top The Kroger Co. shareholders by shares voted on “Approval, on an advisory basis, of Kroger's executive compensation.”, 2025-2026
#Asset manager % of shares outstanding
1Wellington 3.80%
2BlackRock 3.28%
3GEODE CAPITAL MANAGEMENT, LLC 2.62%
4State Street 1.89%
5Putnam 1.75%
6Fidelity 1.75%
7GQG Partners LLC 1.65%
8Vanguard 1.03%
9Invesco 0.93%
10NORDEA INVESTMENT MANAGEMENT AB 0.92%

Reported The 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.

The Kroger Co. holdings and ownership disclosed for the 2025-2026 proxy season
Holder % outstanding Disclosure
Vanguard Group 12.60% 13F
BlackRock 8.67% 13F
Berkshire Hathaway 8.16% 13F
State Street 4.97% 13F
Wellington Management 3.83% 13F
Geode Capital 2.61% 13F
Franklin Templeton 2.48% 13F
FMR (Fidelity) 2.26% 13F
Dimensional Fund Advisors 2.01% 13F
Morgan Stanley 1.65% 13F

Percentages above are of 612,647,282 shares outstanding, as reported by The Kroger Co. on its Form 10-Q dated June 24, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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 The Kroger Co.’s 10-Q dated June 24, 2026. This page is a static snapshot rebuilt weekly on October 13, 2026; a live search always shows the current data.

At The Kroger Co.'s shareholder meeting held June 25, 2026, in the 2025-2026 proxy season, 1,013 asset managers reported how they voted on 14 ballot items in their SEC Form N-PX filings, covering 13,683 separate fund positions. On the most widely held item on that ballot — Approval, on an advisory basis, of Kroger's executive compensation. — FOR was 89% 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: The Kroger Co.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 26, 2026.

The Kroger Co. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).

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