-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dy/aV65/a+nyDRIkziOw//tv4coEvVTg6LtMSIletdF/qEBd5m3xCWXv3NPa0Q6B OPYrp87ahZQW22ZczSDkZQ== 0001206774-07-002779.txt : 20071203 0001206774-07-002779.hdr.sgml : 20071203 20071203122130 ACCESSION NUMBER: 0001206774-07-002779 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071201 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071203 DATE AS OF CHANGE: 20071203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KROGER CO CENTRAL INDEX KEY: 0000056873 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 310345740 STATE OF INCORPORATION: OH FISCAL YEAR END: 0203 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00303 FILM NUMBER: 071279806 BUSINESS ADDRESS: STREET 1: 1014 VINE ST CITY: CINCINNATI STATE: OH ZIP: 45201 BUSINESS PHONE: 5137624000 8-K 1 kroger_8k.htm CURRENT REPORT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: December 1, 2007
(Date of earliest event reported)

THE KROGER CO.
(Exact name of registrant as specified in its charter)

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

1014 Vine Street
Cincinnati, OH 45201
(Address of principal
executive offices)

Registrant's telephone number: (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))



Section 5—Corporate Governance and Management

 
Item 5.02       Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
    (d) On December 1, 2007, pursuant to Section 5B of Kroger’s Regulations, the Company’s Board of Directors elected Susan J. Kropf to serve on the Board until the annual meeting of shareholders in 2008, or until her successor is duly elected and qualified. She has been appointed to serve on the Audit and Public Responsibilities Committees of the Board, effective December 12, 2007. There are no arrangements or understandings between Ms. Kropf and any other persons pursuant to which she was selected as a director. Ms. Kropf has not engaged in any transactions with Kroger during the last fiscal year, and does not propose to engage in any transactions, that would be reportable under Item 404(a) of Regulation S-K.
 
    A copy of the press release announcing the election of Ms. Kropf is furnished herewith as Exhibit 99.1. 
 

Section 9—Financial Statements and Exhibits

 
Item 9.01  Financial Statements and Exhibits. 
 
(d) Exhibits. 
 
      99.1        Press Release announcing director election   



SIGNATURES

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. 
 
 
 
December 3, 2007  By:    /s/ Paul Heldman   
          Paul Heldman 
          Executive Vice President, 
          Secretary and General Counsel 


EXHIBIT INDEX

Exhibit No.        Exhibit   
      99.1    Press Release announcing director election 


EX-99.1 2 exhibit-99_1.htm PRESS RELEASE ANNOUNCING DIRECTOR ELECTION

Exhibit 99.1

SUSAN J. KROPF ELECTED TO KROGER BOARD OF DIRECTORS

CINCINNATI, Ohio – December 3, 2007 – The Kroger Co. (NYSE: KR) today announced that Susan J. Kropf has been elected to the Company’s Board of Directors.

Ms. Kropf brings extensive experience in home, health and beauty care to her board position with Kroger. During her 35-year career with Avon Products, Ms. Kropf served in a number of key positions, including President and Chief Operating Officer, a position she held from 2001 until her retirement earlier this year. In that role, Ms. Kropf was responsible for all of Avon’s worldwide operations, including global marketing and supply chain. Other roles she held with Avon included serving as President of Avon U.S., the company’s largest single market, and as President of New and Emerging Markets.

Ms. Kropf serves on the boards of Coach, Inc., MeadWestvaco Corp., Sherwin Williams Co. and the Wallace Foundation. She is also a member of Cosmetic Executive Women. Ms. Kropf has been honored by the March of Dimes for her charitable efforts and has been inducted into the YWCA’s Academy of Women Achievers.

Ms. Kropf is elected to serve until Kroger’s annual meeting of shareholders in June 2008. At that time, she will stand for election by the shareholders.

With Ms. Kropf’s election, the Kroger board has 17 members.

Headquartered in Cincinnati, Ohio, Kroger is one of the nation’s largest retail grocery chains. In 2006, the Company donated $150 million to help hunger relief efforts across the country, raise awareness of breast cancer, and support local schools and organizations in the communities it serves. At the end of the second quarter of fiscal 2007, the Company operated (either directly or through its subsidiaries) 2,491 supermarkets and multi-department stores in 31 states under two dozen local banners including Kroger and Kroger Marketplace, Ralphs, Fred Meyer, Food 4 Less, King Soopers, Smith’s and Smith’s Marketplace, Fry’s and Fry’s Marketplace, Dillons and Dillons Marketplace, QFC and City Market. Kroger also operated (either directly or through subsidiaries, franchise agreements, or operating agreements) 780 convenience stores, 406 fine jewelry stores, 664 supermarket fuel centers and 42 food processing plants. For more information about Kroger, please visit our web site at www.kroger.com.

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Kroger Contacts:
Media:     Meghan Glynn (513) 762-1304
Investors: Carin Fike (513) 762-4969


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