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KROGER CO. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and KROGER CO.’s Form 8-K (Item 5.07 on EDGAR). Page generated 02 October 2026.

29Reported items
936Asset managers
14,679Fund votes
2024-06-27Meeting date

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

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

Official 2023-2024 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 (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 2024-06-27
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Nora A. Aufreiter	557,735,203	11,795,735	--	--	63,566,975	Majority: yes
Elect Director: Kevin M. Brown	558,316,954	11,367,644	--	--	63,566,975	Majority: yes
Elect Director: Elaine L. Chao	556,235,083	13,382,554	--	--	63,566,975	Majority: yes
Elect Director: Anne Gates	547,864,674	21,625,894	--	--	63,566,975	Majority: yes
Elect Director: Karen M. Hoguet	563,558,844	6,092,356	--	--	63,566,975	Majority: yes
Elect Director: W. Rodney McMullen	525,875,276	43,889,043	--	--	63,566,975	Majority: yes
Elect Director: Clyde R. Moore	518,502,769	51,141,407	--	--	63,566,975	Majority: yes
Elect Director: Ronald L. Sargent	530,145,539	39,311,771	--	--	63,566,975	Majority: yes
Elect Director: J. Amanda Sourry Knox	561,469,251	8,054,016	--	--	63,566,975	Majority: yes
Elect Director: Mark S. Sutton	560,426,657	9,081,022	--	--	63,566,975	Majority: yes
Elect Director: Ashok Vemuri	562,733,597	6,758,385	--	--	63,566,975	Majority: yes
Elect Director: Advisory vote approving executive compensation	518,273,327	49,641,585	3,353,838	--	63,566,975	Majority: yes
Elect Director: Shareholder proposal regarding the Report on Public Health Costs from the Sale of Tobacco Products	64,117,589	499,568,269	7,582,892	--	63,566,975	Majority: no
Elect Director: Shareholder proposal regarding a living wage policy	94,120,669	472,435,303	4,712,778	--	63,566,975	Majority: no

Source: KROGER CO., Form 8-K — read the filing on EDGAR.

How asset managers voted at the KROGER CO. 2023-2024 meeting

Each item below shows how the 936 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. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of KROGER CO.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Approval, on an advisory basis, of Kroger's executive compensation.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2024-06-27.

Combines 30 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%9%

FOR: 518,273,327AGAINST: 49,641,585

KROGER CO.’s own tally for this item (“Elect Director: Advisory vote approving executive compensation”): 518,273,327 for, 49,641,585 against, per its Form 8-K (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. Of all 721,790,829 outstanding shares: 72% for, 7% against (79% of the company cast a for/against vote).

The 888 asset managers below cast 95% of the shares they voted on this item FOR (456,656,455 for, 24,962,554 against).

FOR 95%

FOR: 456,656,455 (94.7%)AGAINST: 24,962,554 (5.2%)ABSTAIN: 478,979 (0.1%)UNKNOWN: 73,588 (0.0%)NOT VOTED: 40,750 (0.0%)

Largest asset managers voting on “Approval, on an advisory basis, of Kroger's executive compensation.” at KROGER CO., 2023-2024
Asset manager	For	Against	Vote
Vanguard	85,627,667	0	For
BlackRock	44,279,240	17,231	For
Capital Group	27,351,726	687	For
State Street	24,878,852	0	For
Fidelity	19,905,406	0	For
HARRIS ASSOCIATES L P	18,152,042	0	For
GEODE CAPITAL MANAGEMENT, LLC	15,506,030	0	For
Sanders Capital, LLC	12,954,616	0	For
Dimensional	12,508,354	0	For
Invesco	11,720,922	673,825	For
HARRIS ASSOCIATES INVESTMENT TRUST	10,960,600	0	For
Charles Schwab	9,454,023	0	For
National Pension Service	8,652,764	0	For
Neuberger Berman	8,453,805	0	For
SEI	6,892,290	104,837	For
Northern Trust	6,693,126	28,763	For
JPMorgan	5,657,088	0	For
LSV ASSET MANAGEMENT	5,352,297	231,610	For
AustralianSuper Pty Ltd	0	4,430,945	Against
Legal & General Investment Management Ltd	0	3,614,649	Against
MELLON INVESTMENTS Corp	3,550,009	0	For
AQR	3,393,144	0	For
PARAMETRIC PORTFOLIO ASSOCIATES LLC	3,236,014	0	For
CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM	3,209,685	0	For
Renaissance	3,011,837	0	For

Showing the 25 largest of 888 asset managers. See all 888 in the interactive database.

2. Election of Directors: Anne Gates

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-06-27.

Combines 4 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 547,864,674AGAINST: 21,625,894

KROGER CO.’s own tally for this item (“Elect Director: Anne Gates”): 547,864,674 for, 21,625,894 against, per its Form 8-K (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. Of all 721,790,829 outstanding shares: 76% for, 3% against (79% of the company cast a for/against vote).

The 157 asset managers below cast 99.9% of the shares they voted on this item FOR (212,347,484 for, 64,199 against).

FOR 99.8%

FOR: 212,347,484 (99.8%)AGAINST: 64,199 (0.0%)ABSTAIN: 327,349 (0.2%)

Largest asset managers voting on “Election of Directors: Anne Gates” at KROGER CO., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	82,545,090	0	For
BlackRock	22,191,282	0	For
Fidelity	16,933,448	0	For
Capital Group	12,822,067	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	10,960,600	0	For
Dimensional	10,768,548	0	For
State Street	6,159,493	0	For
Invesco	5,997,750	0	For
JPMorgan	5,338,139	0	For
Charles Schwab	4,710,474	0	For
Neuberger Berman	3,154,158	0	For
SEI	2,837,800	0	For
TIAA	1,891,776	0	For
NEW ECONOMY FUND	1,473,450	0	For
Russell Investments	1,455,072	0	For
First Trust	1,299,050	0	For
Victory Capital	1,158,077	0	For
MASTER INVESTMENT PORTFOLIO	1,033,058	0	For
Putnam	1,027,903	0	For
Jackson National	992,569	0	For
AQR	883,143	0	For
Brighthouse	445,282	318,642	For
Natixis	725,472	0	For
American Century	719,688	0	For
Equitable	622,422	0	For

Showing the 25 largest of 157 asset managers. See all 157 in the interactive database.

3. Election of Directors: Ashok Vemuri

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-06-27.

Combines 4 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 562,733,597AGAINST: 6,758,385

KROGER CO.’s own tally for this item (“Elect Director: Ashok Vemuri”): 562,733,597 for, 6,758,385 against, per its Form 8-K (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. Of all 721,790,829 outstanding shares: 78% for, 1.0% against (79% of the company cast a for/against vote).

The 157 asset managers below cast 99.9% of the shares they voted on this item FOR (212,411,681 for, 2 against).

FOR 99.8%

FOR: 212,411,681 (99.8%)AGAINST: 2 (0.0%)ABSTAIN: 327,349 (0.2%)

Largest asset managers voting on “Election of Directors: Ashok Vemuri” at KROGER CO., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	82,545,090	0	For
BlackRock	22,191,282	0	For
Fidelity	16,933,448	0	For
Capital Group	12,822,067	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	10,960,600	0	For
Dimensional	10,768,548	0	For
State Street	6,159,493	0	For
Invesco	5,997,750	0	For
JPMorgan	5,338,139	0	For
Charles Schwab	4,710,474	0	For
Neuberger Berman	3,154,158	0	For
SEI	2,837,800	0	For
TIAA	1,891,776	0	For
NEW ECONOMY FUND	1,473,450	0	For
Russell Investments	1,455,072	0	For
First Trust	1,299,050	0	For
Victory Capital	1,158,077	0	For
MASTER INVESTMENT PORTFOLIO	1,033,058	0	For
Putnam	1,027,903	0	For
Jackson National	992,569	0	For
AQR	883,143	0	For
Brighthouse	445,282	318,642	For
Natixis	725,472	0	For
American Century	719,688	0	For
Equitable	622,422	0	For

Showing the 25 largest of 157 asset managers. See all 157 in the interactive database.

4. Election of Directors: Clyde R. Moore

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-06-27.

Combines 4 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%9%

FOR: 518,502,769AGAINST: 51,141,407

KROGER CO.’s own tally for this item (“Elect Director: Clyde R. Moore”): 518,502,769 for, 51,141,407 against, per its Form 8-K (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. Of all 721,790,829 outstanding shares: 72% for, 7% against (79% of the company cast a for/against vote).

The 157 asset managers below cast 99.5% of the shares they voted on this item FOR (211,372,410 for, 1,039,273 against).

FOR 99.3%

FOR: 211,372,410 (99.4%)AGAINST: 1,039,273 (0.5%)ABSTAIN: 327,349 (0.2%)

Largest asset managers voting on “Election of Directors: Clyde R. Moore” at KROGER CO., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	82,545,090	0	0	For
BlackRock	22,191,282	0	0	For
Fidelity	16,933,448	0	0	For
Capital Group	12,822,067	0	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	10,960,600	0	0	For
Dimensional	10,768,548	0	0	For
State Street	6,159,091	402	0	For
Invesco	5,997,750	0	0	For
JPMorgan	5,338,139	0	0	For
Charles Schwab	4,710,474	0	0	For
Neuberger Berman	3,154,158	0	0	For
SEI	2,837,800	0	0	For
TIAA	1,891,776	0	0	For
NEW ECONOMY FUND	1,473,450	0	0	For
Russell Investments	1,455,072	0	0	For
First Trust	1,299,050	0	0	For
Victory Capital	1,158,077	0	0	For
MASTER INVESTMENT PORTFOLIO	1,033,058	0	0	For
Putnam	1,027,903	0	0	For
Jackson National	992,569	0	0	For
AQR	883,143	0	0	For
Brighthouse	445,282	0	318,642	For
Natixis	725,472	0	0	For
American Century	719,688	0	0	For
Equitable	622,422	0	0	For

Showing the 25 largest of 157 asset managers. See all 157 in the interactive database.

5. Election of Directors: Elaine L. Chao

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-06-27.

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 556,235,083AGAINST: 13,382,554

KROGER CO.’s own tally for this item (“Elect Director: Elaine L. Chao”): 556,235,083 for, 13,382,554 against, per its Form 8-K (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. Of all 721,790,829 outstanding shares: 77% for, 2% against (79% of the company cast a for/against vote).

The 157 asset managers below cast 99.9% of the shares they voted on this item FOR (212,389,513 for, 22,170 against).

FOR 99.8%

FOR: 212,389,513 (99.8%)AGAINST: 22,170 (0.0%)ABSTAIN: 327,349 (0.2%)

Largest asset managers voting on “Election of Directors: Elaine L. Chao” at KROGER CO., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	82,545,090	0	For
BlackRock	22,191,282	0	For
Fidelity	16,933,448	0	For
Capital Group	12,822,067	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	10,960,600	0	For
Dimensional	10,768,548	0	For
State Street	6,159,493	0	For
Invesco	5,997,750	0	For
JPMorgan	5,338,139	0	For
Charles Schwab	4,710,474	0	For
Neuberger Berman	3,154,158	0	For
SEI	2,837,800	0	For
TIAA	1,891,776	0	For
NEW ECONOMY FUND	1,473,450	0	For
Russell Investments	1,455,072	0	For
First Trust	1,299,050	0	For
Victory Capital	1,158,077	0	For
MASTER INVESTMENT PORTFOLIO	1,033,058	0	For
Putnam	1,027,903	0	For
Jackson National	992,569	0	For
AQR	883,143	0	For
Brighthouse	445,282	318,642	For
Natixis	725,472	0	For
American Century	719,688	0	For
Equitable	622,422	0	For

Showing the 25 largest of 157 asset managers. See all 157 in the interactive database.

6. Election of Directors: J. Amanda Sourry Knox

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-06-27.

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 561,469,251AGAINST: 8,054,016

KROGER CO.’s own tally for this item (“Elect Director: J. Amanda Sourry Knox”): 561,469,251 for, 8,054,016 against, per its Form 8-K (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. Of all 721,790,829 outstanding shares: 78% for, 1% against (79% of the company cast a for/against vote).

The 157 asset managers below cast 99.9% of the shares they voted on this item FOR (212,401,590 for, 10,093 against).

FOR 99.8%

FOR: 212,401,590 (99.8%)AGAINST: 10,093 (0.0%)ABSTAIN: 327,349 (0.2%)

Largest asset managers voting on “Election of Directors: J. Amanda Sourry Knox” at KROGER CO., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	82,545,090	0	For
BlackRock	22,191,282	0	For
Fidelity	16,933,448	0	For
Capital Group	12,822,067	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	10,960,600	0	For
Dimensional	10,768,548	0	For
State Street	6,159,493	0	For
Invesco	5,997,750	0	For
JPMorgan	5,338,139	0	For
Charles Schwab	4,710,474	0	For
Neuberger Berman	3,154,158	0	For
SEI	2,837,800	0	For
TIAA	1,891,776	0	For
NEW ECONOMY FUND	1,473,450	0	For
Russell Investments	1,455,072	0	For
First Trust	1,299,050	0	For
Victory Capital	1,158,077	0	For
MASTER INVESTMENT PORTFOLIO	1,033,058	0	For
Putnam	1,027,903	0	For
Jackson National	992,569	0	For
AQR	883,143	0	For
Brighthouse	445,282	318,642	For
Natixis	725,472	0	For
American Century	719,688	0	For
Equitable	622,422	0	For

Showing the 25 largest of 157 asset managers. See all 157 in the interactive database.

7. Election of Directors: Kevin M. Brown

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-06-27.

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 558,316,954AGAINST: 11,367,644

KROGER CO.’s own tally for this item (“Elect Director: Kevin M. Brown”): 558,316,954 for, 11,367,644 against, per its Form 8-K (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. Of all 721,790,829 outstanding shares: 77% for, 2% against (79% of the company cast a for/against vote).

The 157 asset managers below cast 99.9% of the shares they voted on this item FOR (212,411,048 for, 635 against).

FOR 99.8%

FOR: 212,411,048 (99.8%)AGAINST: 635 (0.0%)ABSTAIN: 327,349 (0.2%)

Largest asset managers voting on “Election of Directors: Kevin M. Brown” at KROGER CO., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	82,545,090	0	For
BlackRock	22,191,282	0	For
Fidelity	16,933,448	0	For
Capital Group	12,822,067	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	10,960,600	0	For
Dimensional	10,768,548	0	For
State Street	6,159,493	0	For
Invesco	5,997,750	0	For
JPMorgan	5,338,139	0	For
Charles Schwab	4,710,474	0	For
Neuberger Berman	3,154,158	0	For
SEI	2,837,800	0	For
TIAA	1,891,776	0	For
NEW ECONOMY FUND	1,473,450	0	For
Russell Investments	1,455,072	0	For
First Trust	1,299,050	0	For
Victory Capital	1,158,077	0	For
MASTER INVESTMENT PORTFOLIO	1,033,058	0	For
Putnam	1,027,903	0	For
Jackson National	992,569	0	For
AQR	883,143	0	For
Brighthouse	445,282	318,642	For
Natixis	725,472	0	For
American Century	719,688	0	For
Equitable	622,422	0	For

Showing the 25 largest of 157 asset managers. See all 157 in the interactive database.

8. Election of Directors: Mark S. Sutton

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-06-27.

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 560,426,657AGAINST: 9,081,022

KROGER CO.’s own tally for this item (“Elect Director: Mark S. Sutton”): 560,426,657 for, 9,081,022 against, per its Form 8-K (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. Of all 721,790,829 outstanding shares: 78% for, 1% against (79% of the company cast a for/against vote).

The 157 asset managers below cast 99.9% of the shares they voted on this item FOR (212,401,590 for, 10,093 against).

FOR 99.8%

FOR: 212,401,590 (99.8%)AGAINST: 10,093 (0.0%)ABSTAIN: 327,349 (0.2%)

Largest asset managers voting on “Election of Directors: Mark S. Sutton” at KROGER CO., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	82,545,090	0	For
BlackRock	22,191,282	0	For
Fidelity	16,933,448	0	For
Capital Group	12,822,067	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	10,960,600	0	For
Dimensional	10,768,548	0	For
State Street	6,159,493	0	For
Invesco	5,997,750	0	For
JPMorgan	5,338,139	0	For
Charles Schwab	4,710,474	0	For
Neuberger Berman	3,154,158	0	For
SEI	2,837,800	0	For
TIAA	1,891,776	0	For
NEW ECONOMY FUND	1,473,450	0	For
Russell Investments	1,455,072	0	For
First Trust	1,299,050	0	For
Victory Capital	1,158,077	0	For
MASTER INVESTMENT PORTFOLIO	1,033,058	0	For
Putnam	1,027,903	0	For
Jackson National	992,569	0	For
AQR	883,143	0	For
Brighthouse	445,282	318,642	For
Natixis	725,472	0	For
American Century	719,688	0	For
Equitable	622,422	0	For

Showing the 25 largest of 157 asset managers. See all 157 in the interactive database.

9. Election of Directors: Nora A. Aufreiter

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-06-27.

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 557,735,203AGAINST: 11,795,735

KROGER CO.’s own tally for this item (“Elect Director: Nora A. Aufreiter”): 557,735,203 for, 11,795,735 against, per its Form 8-K (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. Of all 721,790,829 outstanding shares: 77% for, 2% against (79% of the company cast a for/against vote).

The 157 asset managers below cast 99.9% of the shares they voted on this item FOR (212,401,745 for, 9,938 against).

FOR 99.8%

FOR: 212,401,745 (99.8%)AGAINST: 9,938 (0.0%)ABSTAIN: 327,349 (0.2%)

Largest asset managers voting on “Election of Directors: Nora A. Aufreiter” at KROGER CO., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	82,545,090	0	For
BlackRock	22,191,282	0	For
Fidelity	16,933,448	0	For
Capital Group	12,822,067	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	10,960,600	0	For
Dimensional	10,768,548	0	For
State Street	6,159,493	0	For
Invesco	5,997,750	0	For
JPMorgan	5,338,139	0	For
Charles Schwab	4,710,474	0	For
Neuberger Berman	3,154,158	0	For
SEI	2,837,800	0	For
TIAA	1,891,776	0	For
NEW ECONOMY FUND	1,473,450	0	For
Russell Investments	1,455,072	0	For
First Trust	1,299,050	0	For
Victory Capital	1,158,077	0	For
MASTER INVESTMENT PORTFOLIO	1,033,058	0	For
Putnam	1,027,903	0	For
Jackson National	992,569	0	For
AQR	883,143	0	For
Brighthouse	445,282	318,642	For
Natixis	725,472	0	For
American Century	719,688	0	For
Equitable	622,422	0	For

Showing the 25 largest of 157 asset managers. See all 157 in the interactive database.

10. Election of Directors: Ronald L. Sargent

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-06-27.

Combines 4 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%

FOR: 530,145,539AGAINST: 39,311,771

KROGER CO.’s own tally for this item (“Elect Director: Ronald L. Sargent”): 530,145,539 for, 39,311,771 against, per its Form 8-K (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. Of all 721,790,829 outstanding shares: 73% for, 5% against (79% of the company cast a for/against vote).

The 157 asset managers below cast 99.4% of the shares they voted on this item FOR (211,323,744 for, 1,087,939 against).

FOR 99.3%

FOR: 211,323,744 (99.3%)AGAINST: 1,087,939 (0.5%)ABSTAIN: 327,349 (0.2%)

Largest asset managers voting on “Election of Directors: Ronald L. Sargent” at KROGER CO., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	82,545,090	0	0	For
BlackRock	22,191,282	0	0	For
Fidelity	16,933,448	0	0	For
Capital Group	12,822,067	0	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	10,960,600	0	0	For
Dimensional	10,768,548	0	0	For
State Street	6,159,091	402	0	For
Invesco	5,997,750	0	0	For
JPMorgan	5,338,139	0	0	For
Charles Schwab	4,710,474	0	0	For
Neuberger Berman	3,154,158	0	0	For
SEI	2,837,800	0	0	For
TIAA	1,891,776	0	0	For
NEW ECONOMY FUND	1,473,450	0	0	For
Russell Investments	1,455,072	0	0	For
First Trust	1,299,050	0	0	For
Victory Capital	1,158,077	0	0	For
MASTER INVESTMENT PORTFOLIO	1,033,058	0	0	For
Putnam	1,027,903	0	0	For
Jackson National	992,569	0	0	For
AQR	883,143	0	0	For
Brighthouse	445,282	0	318,642	For
Natixis	725,472	0	0	For
American Century	719,688	0	0	For
Equitable	622,422	0	0	For

Showing the 25 largest of 157 asset managers. See all 157 in the interactive database.

11. Election of Directors: W. Rodney McMullen

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-06-27.

Combines 5 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%8%

FOR: 525,875,276AGAINST: 43,889,043

KROGER CO.’s own tally for this item (“Elect Director: W. Rodney McMullen”): 525,875,276 for, 43,889,043 against, per its Form 8-K (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. Of all 721,790,829 outstanding shares: 73% for, 6% against (79% of the company cast a for/against vote).

The 157 asset managers below cast 99.5% of the shares they voted on this item FOR (211,479,580 for, 932,103 against).

FOR 99.4%

FOR: 211,479,580 (99.4%)AGAINST: 932,103 (0.4%)ABSTAIN: 327,349 (0.2%)

Largest asset managers voting on “Election of Directors: W. Rodney McMullen” at KROGER CO., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	82,545,090	0	0	For
BlackRock	22,191,282	0	0	For
Fidelity	16,933,448	0	0	For
Capital Group	12,822,067	0	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	10,960,600	0	0	For
Dimensional	10,768,548	0	0	For
State Street	6,159,407	86	0	For
Invesco	5,997,750	0	0	For
JPMorgan	5,338,139	0	0	For
Charles Schwab	4,710,474	0	0	For
Neuberger Berman	3,154,158	0	0	For
SEI	2,837,800	0	0	For
TIAA	1,891,776	0	0	For
NEW ECONOMY FUND	1,473,450	0	0	For
Russell Investments	1,455,072	0	0	For
First Trust	1,299,050	0	0	For
Victory Capital	1,158,077	0	0	For
MASTER INVESTMENT PORTFOLIO	1,033,058	0	0	For
Putnam	1,027,903	0	0	For
Jackson National	992,569	0	0	For
AQR	883,143	0	0	For
Brighthouse	445,282	0	318,642	For
Natixis	725,472	0	0	For
American Century	719,688	0	0	For
Equitable	614,322	8,100	0	For

Showing the 25 largest of 157 asset managers. See all 157 in the interactive database.

12. Election of Directors: Karen M. Hoguet

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-06-27.

Combines 4 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 563,558,844AGAINST: 6,092,356

KROGER CO.’s own tally for this item (“Elect Director: Karen M. Hoguet”): 563,558,844 for, 6,092,356 against, per its Form 8-K (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. Of all 721,790,829 outstanding shares: 78% for, 0.9% against (79% of the company cast a for/against vote).

The 156 asset managers below cast 99.9% of the shares they voted on this item FOR (212,411,681 for, 2 against).

FOR 99.8%

FOR: 212,411,681 (99.8%)AGAINST: 2 (0.0%)ABSTAIN: 327,349 (0.2%)

Largest asset managers voting on “Election of Directors: Karen M. Hoguet” at KROGER CO., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	82,545,090	0	For
BlackRock	22,191,282	0	For
Fidelity	16,933,448	0	For
Capital Group	12,822,067	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	10,960,600	0	For
Dimensional	10,768,548	0	For
State Street	6,159,493	0	For
Invesco	5,997,750	0	For
JPMorgan	5,338,139	0	For
Charles Schwab	4,710,474	0	For
Neuberger Berman	3,154,158	0	For
SEI	2,837,800	0	For
TIAA	1,891,776	0	For
NEW ECONOMY FUND	1,473,450	0	For
Russell Investments	1,455,072	0	For
First Trust	1,299,050	0	For
Victory Capital	1,158,077	0	For
MASTER INVESTMENT PORTFOLIO	1,033,058	0	For
Putnam	1,027,903	0	For
Jackson National	992,569	0	For
AQR	883,143	0	For
Brighthouse	445,282	318,642	For
Natixis	725,472	0	For
American Century	719,688	0	For
Equitable	622,422	0	For

Showing the 25 largest of 156 asset managers. See all 156 in the interactive database.

13. Ratification of PricewaterhouseCoopers LLP, as auditors.

AUDIT-RELATED

Meeting held 2024-06-27.

Combines 5 wordings of this item as funds reported it.

97% fund support · no official result

FOR 97%

The 155 asset managers below cast 97% of the shares they voted on this item FOR (207,260,098 for, 5,467,977 against).

FOR: 207,260,098 (97.3%)AGAINST: 5,467,977 (2.6%)ABSTAIN: 318,643 (0.1%)

Largest asset managers voting on “Ratification of PricewaterhouseCoopers LLP, as auditors.” at KROGER CO., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	78,204,267	4,340,823	0	For
BlackRock	22,191,282	0	0	For
Fidelity	16,933,448	0	0	For
Capital Group	12,822,067	0	0	For
HARRIS ASSOCIATES INVESTMENT TRUST	10,960,600	0	0	For
Dimensional	10,768,548	0	0	For
State Street	6,159,091	402	0	For
Invesco	5,997,750	0	0	For
JPMorgan	5,338,139	0	0	For
Charles Schwab	4,710,474	0	0	For
Neuberger Berman	3,154,158	0	0	For
SEI	2,837,800	0	0	For
TIAA	1,891,776	0	0	For
NEW ECONOMY FUND	1,473,450	0	0	For
Russell Investments	1,455,072	0	0	For
First Trust	1,299,050	0	0	For
Victory Capital	1,158,077	0	0	For
MASTER INVESTMENT PORTFOLIO	1,033,058	0	0	For
Putnam	1,027,903	0	0	For
Jackson National	992,569	0	0	For
AQR	883,143	0	0	For
Brighthouse	424,830	10,138	318,642	For
Natixis	725,472	0	0	For
American Century	719,688	0	0	For
Equitable	614,322	8,100	0	For

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

14. Just Transition Report.

ENVIRONMENT OR CLIMATE

Meeting held 2024-06-27.

Combines 2 wordings of this item as funds reported it.

3% fund support · no official result

AGAINST 97%

The 153 asset managers below cast 3% of the shares they voted on this item FOR (5,697,656 for, 183,209,972 against).

FOR: 5,697,656 (3.0%)AGAINST: 183,209,972 (96.5%)ABSTAIN: 910,588 (0.5%)

Largest asset managers voting on “Just Transition Report.” at KROGER CO., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	0	82,545,090	0	Against
Fidelity	0	16,933,448	0	Against
Capital Group	0	12,822,067	0	Against
HARRIS ASSOCIATES INVESTMENT TRUST	0	10,960,600	0	Against
Dimensional	0	10,768,548	0	Against
State Street	3,041	6,156,452	0	Against
Invesco	0	5,997,750	0	Against
JPMorgan	0	5,338,139	0	Against
Charles Schwab	0	4,710,474	0	Against
Neuberger Berman	0	3,154,158	0	Against
SEI	27,866	2,809,934	0	Against
TIAA	0	1,891,776	0	Against
NEW ECONOMY FUND	0	1,473,450	0	Against
Russell Investments	0	1,455,072	0	Against
First Trust	0	1,299,050	0	Against
Victory Capital	1,150,204	0	7,873	For
Putnam	0	1,027,903	0	Against
Jackson National	0	992,569	0	Against
AQR	883,143	0	0	For
Brighthouse	10,138	413,959	329,513	Against
Natixis	0	725,472	0	Against
American Century	0	719,688	0	Against
Equitable	8,100	614,322	0	Against
Bridge Builder Trust	8,712	586,982	0	Against
Lincoln Financial	186,859	378,986	0	Against

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

15. Listing of Charitable Contributions of $10,000 or More.

OTHER SOCIAL ISSUES

Meeting held 2024-06-27.

Combines 2 wordings of this item as funds reported it.

0.1% fund support · no official result

AGAINST 99.4%

The 153 asset managers below cast 0.1% of the shares they voted on this item FOR (159,085 for, 188,865,813 against).

FOR: 159,085 (0.1%)AGAINST: 188,865,813 (99.5%)ABSTAIN: 793,318 (0.4%)

Largest asset managers voting on “Listing of Charitable Contributions of $10,000 or More.” at KROGER CO., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	0	82,545,090	0	Against
Fidelity	0	16,933,448	0	Against
Capital Group	0	12,822,067	0	Against
HARRIS ASSOCIATES INVESTMENT TRUST	0	10,960,600	0	Against
Dimensional	0	10,768,548	0	Against
State Street	0	6,159,493	0	Against
Invesco	0	5,997,750	0	Against
JPMorgan	0	5,338,139	0	Against
Charles Schwab	0	4,710,474	0	Against
Neuberger Berman	0	3,154,158	0	Against
SEI	27,866	2,809,934	0	Against
TIAA	0	1,891,776	0	Against
NEW ECONOMY FUND	0	1,473,450	0	Against
Russell Investments	0	1,455,072	0	Against
First Trust	0	1,299,050	0	Against
Victory Capital	0	1,158,077	0	Against
Putnam	0	1,027,903	0	Against
Jackson National	0	992,569	0	Against
AQR	0	883,143	0	Against
Brighthouse	0	424,097	329,513	Against
Natixis	0	725,472	0	Against
American Century	0	719,688	0	Against
Equitable	0	622,422	0	Against
Bridge Builder Trust	0	595,694	0	Against
Lincoln Financial	0	565,845	0	Against

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

16. Living Wage Policy.

OTHERMajority of the votes cast: no

Meeting held 2024-06-27.

Combines 2 wordings of this item as funds reported it.

17% Majority: no · of votes cast

FOR 17%AGAINST 83%

FOR: 94,120,669AGAINST: 472,435,303

KROGER CO.’s own tally for this item (“Elect Director: Shareholder proposal regarding a living wage policy”): 94,120,669 for, 472,435,303 against, per its Form 8-K (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. Of all 721,790,829 outstanding shares: 13% for, 65% against (78% of the company cast a for/against vote).

The 153 asset managers below cast 3% of the shares they voted on this item FOR (5,727,301 for, 183,280,498 against).

AGAINST 97%

FOR: 5,727,301 (3.0%)AGAINST: 183,280,498 (96.6%)ABSTAIN: 812,092 (0.4%)

Largest asset managers voting on “Living Wage Policy.” at KROGER CO., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	0	82,545,090	0	Against
Fidelity	0	16,933,448	0	Against
Capital Group	0	12,822,067	0	Against
HARRIS ASSOCIATES INVESTMENT TRUST	0	10,960,600	0	Against
Dimensional	0	10,768,548	0	Against
State Street	3,041	6,156,452	0	Against
Invesco	0	5,997,750	0	Against
JPMorgan	0	5,338,139	0	Against
Charles Schwab	0	4,710,474	0	Against
Neuberger Berman	0	3,154,158	0	Against
SEI	0	2,837,800	0	Against
TIAA	0	1,891,776	0	Against
NEW ECONOMY FUND	0	1,473,450	0	Against
Russell Investments	0	1,455,072	0	Against
First Trust	0	1,299,050	0	Against
Victory Capital	1,150,204	7,873	0	For
Putnam	0	1,027,903	0	Against
Jackson National	0	992,569	0	Against
AQR	883,143	0	0	For
Brighthouse	10,138	413,959	329,513	Against
Natixis	0	725,472	0	Against
American Century	0	719,688	0	Against
Equitable	9,053	613,369	0	Against
Bridge Builder Trust	8,712	586,982	0	Against
Lincoln Financial	202,859	362,986	0	Against

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

17. Report on Public Health Costs from Sale of Tobacco Products.

OTHER SOCIAL ISSUESMajority of the votes cast: no

Meeting held 2024-06-27.

Combines 3 wordings of this item as funds reported it.

11% Majority: no · of votes cast

11%AGAINST 89%

FOR: 64,117,589AGAINST: 499,568,269

KROGER CO.’s own tally for this item (“Elect Director: Shareholder proposal regarding the Report on Public Health Costs from the Sale of Tobacco Products”): 64,117,589 for, 499,568,269 against, per its Form 8-K (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. Of all 721,790,829 outstanding shares: 9% for, 69% against (78% of the company cast a for/against vote).

The 153 asset managers below cast 0.9% of the shares they voted on this item FOR (1,589,467 for, 187,437,104 against).

AGAINST 99%

FOR: 1,589,467 (0.8%)AGAINST: 187,437,104 (98.7%)ABSTAIN: 793,319 (0.4%)

Largest asset managers voting on “Report on Public Health Costs from Sale of Tobacco Products.” at KROGER CO., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	0	82,545,090	0	Against
Fidelity	0	16,933,448	0	Against
Capital Group	0	12,822,067	0	Against
HARRIS ASSOCIATES INVESTMENT TRUST	0	10,960,600	0	Against
Dimensional	0	10,768,548	0	Against
State Street	1,750	6,157,743	0	Against
Invesco	0	5,997,750	0	Against
JPMorgan	0	5,338,139	0	Against
Charles Schwab	0	4,710,474	0	Against
Neuberger Berman	0	3,154,158	0	Against
SEI	27,866	2,809,934	0	Against
TIAA	0	1,891,776	0	Against
NEW ECONOMY FUND	0	1,473,450	0	Against
Russell Investments	0	1,455,072	0	Against
First Trust	0	1,299,050	0	Against
Victory Capital	0	1,158,077	0	Against
Putnam	0	1,027,903	0	Against
Jackson National	0	992,569	0	Against
AQR	0	883,143	0	Against
Brighthouse	10,138	413,959	329,513	Against
Natixis	0	725,472	0	Against
American Century	23,018	696,670	0	Against
Equitable	8,100	614,322	0	Against
Bridge Builder Trust	8,712	586,982	0	Against
Lincoln Financial	0	565,845	0	Against

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

18. Advisory Vote to Ratify Named Executive Officers' Compensation

SECTION 14A SAY-ON-PAY VOTESCOMPENSATIONMajority of the votes cast: yes

Meeting held 2024-06-27.

91% Majority: yes · of votes cast

FOR 91%9%

FOR: 518,273,327AGAINST: 49,641,585

The 34 asset managers below cast 83% of the shares they voted on this item FOR (13,222,980 for, 2,693,591 against).

FOR 83%AGAINST 17%

FOR: 13,222,980 (83.0%)AGAINST: 2,693,591 (16.9%)ABSTAIN: 8,706 (0.1%)

Largest asset managers voting on “Advisory Vote to Ratify Named Executive Officers' Compensation” at KROGER CO., 2023-2024
Asset manager	For	Against	Abstain	Vote
Maj Invest Holding A/S	3,418,431	0	0	For
JPMorgan	3,368,282	0	0	For
APG Asset Management US Inc.	2,048,055	0	0	For
NORDEA INVESTMENT MANAGEMENT AB	0	1,919,106	0	Against
Ninety One UK Ltd	1,054,874	0	0	For
ADAGE CAPITAL PARTNERS GP, L.L.C.	865,707	0	0	For
Arjuna Capital	604,387	0	0	For
TD ASSET MANAGEMENT INC	470,736	0	0	For
TOBAM	437,272	0	0	For
Desjardins Global Asset Management Inc.	0	406,305	0	Against
FJARDE AP-FONDEN /FOURTH SWEDISH NATIONAL PENSION FUND	299,883	0	0	For
Cardano Risk Management B.V.	0	287,125	0	Against
STOREBRAND ASSET MANAGEMENT AS	159,898	0	0	For
Swiss Life Asset Management Ltd	144,145	0	0	For
Empower	106,691	0	0	For
Regime de rentes du Mouvement Desjardins	0	73,166	0	Against
OSSIAM	58,798	0	0	For
Empirical Financial Services, LLC d.b.a. Empirical Wealth Ma	47,178	0	0	For
iA Global Asset Management Inc.	41,639	0	0	For
Vinva Investment Management Ltd	28,909	0	0	For
OARSMAN CAPITAL, INC.	27,866	0	0	For
Symmetry Panoramic Trust	6,365	0	8,706	Abstain
CIDEL ASSET MANAGEMENT INC	11,955	0	0	For
Brighthouse	10,314	0	0	For
Qtron Investments LLC	4,699	0	0	For

Showing the 25 largest of 34 asset managers. See all 34 in the interactive database.

19. Establish a Company Compensation Policy of Paying a Living Wage

OTHER SOCIAL ISSUESMajority of the votes cast: no

Meeting held 2024-06-27.

17% Majority: no · of votes cast

FOR 17%AGAINST 83%

FOR: 94,120,669AGAINST: 472,435,303

The 10 asset managers below cast 0.4% of the shares they voted on this item FOR (79,492 for, 23,287,605 against).

AGAINST 99.6%

FOR: 79,492 (0.3%)AGAINST: 23,287,605 (99.6%)ABSTAIN: 8,706 (0.0%)

Largest asset managers voting on “Establish a Company Compensation Policy of Paying a Living Wage” at KROGER CO., 2023-2024
Asset manager	For	Against	Abstain	Vote
BlackRock	0	22,191,282	0	Against
MASTER INVESTMENT PORTFOLIO	0	1,033,058	0	Against
Empower	79,069	27,622	0	For
Symmetry Panoramic Trust	0	6,365	8,706	Abstain
CIDEL ASSET MANAGEMENT INC	0	11,955	0	Against
Brighthouse	0	10,314	0	Against
Managed Account Series	0	4,293	0	Against
Capitol Series Trust	0	2,580	0	Against
Warren Street Wealth Advisors, LLC	423	0	0	For
Douglass Winthrop Advisors, LLC	0	136	0	Against

20. Report on Charitable Contributions

OTHER SOCIAL ISSUES

Meeting held 2024-06-27.

Combines 2 wordings of this item as funds reported it.

0.1% fund support · no official result

AGAINST 99.9%

The 10 asset managers below cast 0.1% of the shares they voted on this item FOR (423 for, 23,355,244 against).

FOR: 423 (0.0%)AGAINST: 23,355,244 (100.0%)ABSTAIN: 8,706 (0.0%)

Largest asset managers voting on “Report on Charitable Contributions” at KROGER CO., 2023-2024
Asset manager	For	Against	Abstain	Vote
BlackRock	0	22,191,282	0	Against
MASTER INVESTMENT PORTFOLIO	0	1,033,058	0	Against
Empower	0	106,691	0	Against
Symmetry Panoramic Trust	0	6,365	8,706	Abstain
Brighthouse	0	10,314	0	Against
Managed Account Series	0	4,293	0	Against
Capitol Series Trust	0	2,580	0	Against
Simplify Exchange Traded Funds	0	426	0	Against
Warren Street Wealth Advisors, LLC	423	0	0	For
ZIMMERMANN INVESTMENT MANAGEMENT & PLANNING LLC	0	235	0	Against

21. Report on "Just Transition"

ENVIRONMENT OR CLIMATEOTHER SOCIAL ISSUES

Meeting held 2024-06-27.

0.4% fund support · no official result

AGAINST 99.6%

The 8 asset managers below cast 0.4% of the shares they voted on this item FOR (79,492 for, 23,275,514 against).

FOR: 79,492 (0.3%)AGAINST: 23,275,514 (99.6%)ABSTAIN: 8,706 (0.0%)

Largest asset managers voting on “Report on "Just Transition"” at KROGER CO., 2023-2024
Asset manager	For	Against	Abstain	Vote
BlackRock	0	22,191,282	0	Against
MASTER INVESTMENT PORTFOLIO	0	1,033,058	0	Against
Empower	79,069	27,622	0	For
Symmetry Panoramic Trust	0	6,365	8,706	Abstain
Brighthouse	0	10,314	0	Against
Managed Account Series	0	4,293	0	Against
Capitol Series Trust	0	2,580	0	Against
Warren Street Wealth Advisors, LLC	423	0	0	For

22. Report on Public Health Costs Due to Tobacco Product Sales and the Impact on Overall Market

OTHER SOCIAL ISSUES

Meeting held 2024-06-27.

0.4% fund support · no official result

AGAINST 99.6%

The 8 asset managers below cast 0.4% of the shares they voted on this item FOR (79,492 for, 23,275,514 against).

FOR: 79,492 (0.3%)AGAINST: 23,275,514 (99.6%)ABSTAIN: 8,706 (0.0%)

Largest asset managers voting on “Report on Public Health Costs Due to Tobacco Product Sales and the Impact on Overall Market” at KROGER CO., 2023-2024
Asset manager	For	Against	Abstain	Vote
BlackRock	0	22,191,282	0	Against
MASTER INVESTMENT PORTFOLIO	0	1,033,058	0	Against
Empower	79,069	27,622	0	For
Symmetry Panoramic Trust	0	6,365	8,706	Abstain
Brighthouse	0	10,314	0	Against
Managed Account Series	0	4,293	0	Against
Capitol Series Trust	0	2,580	0	Against
Warren Street Wealth Advisors, LLC	423	0	0	For

23. Ratify PricewaterhouseCoopers LLP as Auditors

AUDIT-RELATED

Meeting held 2024-06-27.

100% fund support · no official result

FOR 94%

The 5 asset managers below cast 100% of the shares they voted on this item FOR (126,373 for, 0 against).

FOR: 126,373 (93.6%)ABSTAIN: 8,706 (6.4%)

Largest asset managers voting on “Ratify PricewaterhouseCoopers LLP as Auditors” at KROGER CO., 2023-2024
Asset manager	For	Abstain	Vote
Empower	106,691	0	For
Symmetry Panoramic Trust	6,365	8,706	Abstain
Brighthouse	10,314	0	For
Capitol Series Trust	2,580	0	For
Warren Street Wealth Advisors, LLC	423	0	For

24. Approval, on an advisory basis, of Kroger's executive compensation.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2025-06-26 (outside the 2023-2024 season's 1 July to 30 June window; reported in this season's filings).

93% Majority: yes · of votes cast

FOR 93%7%

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

KROGER CO.’s own tally for this item (“Elect Director: Advisory vote approving executive compensation”): 479,422,891 for, 37,724,712 against, per its Form 8-K (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. Of all 721,790,829 outstanding shares: 66% for, 5% against (72% of the company cast a for/against vote).

The 4 asset managers below cast 100% of the shares they voted on this item FOR (4,069 for, 0 against).

FOR 100%

FOR: 4,069 (100.0%)

Largest asset managers voting on “Approval, on an advisory basis, of Kroger's executive compensation.” at KROGER CO., 2023-2024
Asset manager	For	Vote
Freedom Day Solutions, LLC	3,605	For
Foster Victor Wealth Advisors, LLC	451	For
Weil Company, Inc.	8	For
MBA Advisors LLC	5	For

25. Ratify Appointment of Independent Auditors

AUDIT-RELATED

Meeting held 2024-06-27.

100% fund support · no official result

FOR 100%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (2,336 for, 0 against).

FOR: 2,336 (100.0%)

Largest asset managers voting on “Ratify Appointment of Independent Auditors” at KROGER CO., 2023-2024
Asset manager	For	Vote
Northern Lights Fund Trust IV	1,675	For
Simplify Exchange Traded Funds	426	For
ZIMMERMANN INVESTMENT MANAGEMENT & PLANNING LLC	235	For

26. Election of Directors (Majority Voting)

DIRECTOR ELECTIONS

Meeting held 2024-06-27.

All nominees (reported as one line). These filers reported the election of directors as a single line covering every nominee. It is not attributed to any one director, and no share total is shown for it.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR.

FOR: 100.0%

Largest asset managers voting on “Election of Directors (Majority Voting)” at KROGER CO., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Simplify Exchange Traded Funds	426	0	0	0	For
ZIMMERMANN INVESTMENT MANAGEMENT & PLANNING LLC	235	0	0	0	For

27. Remuneration Policy & Implementation

SECTION 14A SAY-ON-PAY VOTESOTHER

Meeting held 2024-06-27.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (9,100 for, 0 against).

FOR: 9,100 (100.0%)

Largest asset managers voting on “Remuneration Policy & Implementation” at KROGER CO., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
M FUND INC	9,100	0	0	0	For
BARINGS LLC	0	0	0	0	--

28. S/H Proposal - Corporate Governance

CORPORATE GOVERNANCE

Meeting held 2024-06-27.

0% fund support · no official result

AGAINST 100%

The 2 asset managers below cast 0% of the shares they voted on this item FOR (0 for, 661 against).

AGAINST: 661 (100.0%)

Largest asset managers voting on “S/H Proposal - Corporate Governance” at KROGER CO., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Simplify Exchange Traded Funds	0	426	0	0	Against
ZIMMERMANN INVESTMENT MANAGEMENT & PLANNING LLC	0	235	0	0	Against

29. S/H Proposal - Health Issues

HUMAN RIGHTS OR HUMAN CAPITAL/WORKFORCE

Meeting held 2024-06-27.

0% fund support · no official result

AGAINST 100%

The 2 asset managers below cast 0% of the shares they voted on this item FOR (0 for, 661 against).

AGAINST: 661 (100.0%)

Largest asset managers voting on “S/H Proposal - Health Issues” at KROGER CO., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Simplify Exchange Traded Funds	0	426	0	0	Against
ZIMMERMANN INVESTMENT MANAGEMENT & PLANNING LLC	0	235	0	0	Against

Largest KROGER CO. shareholders voting in 2023-2024

Ranked by the number of KROGER CO. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 721,790,829 shares outstanding at the time of that meeting.

Top KROGER CO. shareholders by shares voted, 2023-2024
#	Asset manager	% of shares outstanding
1	Vanguard	11.86%
2	BlackRock	6.14%
3	Capital Group	3.79%
4	State Street	3.45%
5	Fidelity	2.76%
6	HARRIS ASSOCIATES L P	2.51%
7	GEODE CAPITAL MANAGEMENT, LLC	2.15%
8	Sanders Capital, LLC	1.79%
9	Dimensional	1.73%
10	Invesco	1.72%

Reported KROGER CO. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

KROGER CO. beneficial owners on record for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
Vanguard Group	10.57%	13F
BlackRock	7.60%	13F
State Street	4.40%	13F
Geode Capital	2.13%	13F
FMR (Fidelity)	1.89%	13F
Dimensional Fund Advisors	1.78%	13F
Morgan Stanley	1.55%	13F
Goldman Sachs	1.18%	13F
Northern Trust	0.95%	13F
Invesco	0.94%	13F

Percentages above are of 721,790,829 shares outstanding, as reported by KROGER CO. on its Form 10-Q dated 2024-06-25 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, 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 2024-06-25. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At KROGER CO.'s shareholder meeting held 2024-06-27, in the 2023-2024 proxy season, 936 asset managers reported how they voted in their SEC Form N-PX filings, covering 14,679 separate fund positions. Their filings are grouped here into 29 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Approval, on an advisory basis, of Kroger's executive compensation. — FOR was 91% 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 (filing date not recorded for this item).

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