8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 29, 2015

THE KROGER CO.

(Exact name of registrant as specified in its charter)

Ohio	No. 1-303	31-0345740
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1014 Vine Street

Cincinnati, OH 45202

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (513) 762-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On June 29, 2015, The Kroger Co. (the “Company”) and Michael L. Ellis agreed that Mr. Ellis will retire from his position as the Company’s President and Chief Operating Officer, effective immediately.

In connection with his departure, Mr. Ellis and the Company entered into an Agreement (the “Agreement”) pursuant to which, in exchange for Mr. Ellis’ fulfillment of certain confidentiality, cooperation and other restrictions contained therein, all of Mr. Ellis’ granted, but unvested, stock options will be deemed vested and will become exercisable on June 29, 2018, including options that were previously scheduled to vest prior to such date. The Agreement also includes a general release and waiver of any and all claims by Mr. Ellis in favor of the Company and its affiliates.

(c) In the interim, W. Rodney McMullen, the Company’s Chief Executive Officer, also will be considered the Company’s “principal operating officer” and “president” effective immediately for SEC reporting purposes. Biographical and other information concerning Mr. McMullen is included in the Company’s Annual Report on Form 10-K for the period ended January 31, 2015.

Item 8.01. Other Events.

On June 30, 2015, the Company issued a press release announcing Mr. Ellis’ retirement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release, dated June 30, 2015.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE KROGER CO.
June 30, 2015	By:	/s/ Christine S. Wheatley
		Christine S. Wheatley
		Group Vice President, Secretary and General Counsel

EX-99.1

Exhibit 99.1

Kroger Announces Retirement of President and COO Mike Ellis

CINCINNATI, June 30, 2015 – The Kroger Co. (NYSE: KR) today announced that Mike Ellis, Kroger’s president and chief operating officer, has retired after 40 years with the company.

Mr. Ellis joined Fred Meyer in 1975 as a parcel clerk at age 16, and went on to serve in a series of operations and merchandising leadership positions in stores, division management and as a corporate officer. He was vice president of Fred Meyer’s food group before joining The Kroger Co. as a senior officer in 2004. He returned to lead Fred Meyer as president in 2006. He was promoted to senior vice president of retail divisions in 2012, leading five operating divisions, as well as Kroger’s jewelry and convenience store businesses, and became president and COO on January 1, 2014.

Mr. Ellis’ successor will be named at a later date.

“We’re very grateful to Mike for his contributions over the past 40 years, and we wish him all the best in retirement,” said Rodney McMullen, Kroger’s chairman and chief executive officer. “We have long taken a team approach to leadership and together our highly-experienced team of operators and merchandisers is focused on delivering on our aggressive growth goals.”

Kroger, one of the world’s largest retailers, employs nearly 400,000 associates who serve customers in 2,626 supermarkets and multi-department stores in 34 states and the District of Columbia under two dozen local banner names including Kroger, City Market, Dillons, Food 4 Less, Fred Meyer, Fry’s, Harris Teeter, Jay C, King Soopers, QFC, Ralphs and Smith’s. The company also operates 780 convenience stores, 327 fine jewelry stores, 1,342 supermarket fuel centers and 37 food processing plants in the U.S. Recognized by Forbes as the most generous company in America, Kroger supports hunger relief, breast cancer awareness, the military and their families, and more than 30,000 schools and community organizations. Kroger contributes food and funds equal to 200 million meals a year through more than 100 Feeding America food bank partners. A leader in supplier diversity, Kroger is a proud member of the Billion Dollar Roundtable and the U.S. Hispanic Chamber’s Million Dollar Club.

Kroger Contacts:

Media: Keith Dailey, (513) 762-1304;

Investors: Cindy Holmes, (513) 762-4969