Day, and welcome to the Kroger Company's 2025 Annual Meeting of Shareholders. I would now like to turn the conference over to Ron Sargent, Chairman and CEO. Please go ahead.
Thank you, and good morning, everyone. I'm Ron Sargent, Kroger's Chairman of the Board and Chief Executive Officer. It is my privilege to call to order Kroger's Annual Meeting of Shareholders. Copies of the rules of procedure for this meeting are available on your screen. You'll be able to submit questions via the website during the meeting, and we will also address questions that were submitted in the last few weeks. We will have a general question-and-answer session after the formal part of the meeting. As our first order of business, I'd like to introduce Lee Cassiere. Lee will serve as our Inspector of Elections for this year's meeting.
Thank you, Mr. Chairman. On April 28th, 2025, the record date of this meeting, there were 665,853,060 common shares, par value of $1 per share, issued and outstanding. Each share is entitled to one vote on each matter submitted to the shareholders for vote at this meeting. A majority of the common shares are represented. A quorum exists.
Thank you, Lee. Now we will begin the official business of the meeting. Based on the information provided to us by Lee, we have a quorum. This meeting is lawfully convened and ready to transact business. If you are a shareholder and you have not sent in a proxy or wish to change your vote, you will need to vote by online ballot. Online ballots must be submitted prior to the closing of the polls. Voting will remain open until the conclusion of my business remarks. Jessica Good of PricewaterhouseCoopers, the independent auditors for Kroger, is with us today. It is now my privilege to introduce my fellow members of our Board of Directors who are joining us for today's meeting: Nora Aufreiter, Kevin Brown, Elaine Chao, Anne Gates, Karen Hoguet, Clyde Moore, Amanda Sourry, Mark Sutton, who serves as our lead independent director, and Ashok Vemuri.
I want to take just a moment to thank our directors. It has been my privilege to work with them, and I appreciate their strategic counsel and guidance as we navigate a transformative time for our business. We will now transition to the proposals. The first motion to be voted on is the election of directors. The 10 director nominees who have been nominated by the Board of Directors as candidates for election are shown in the proxy statement. All elected directors will serve until the annual meeting in 2026 or until their successors have been elected and qualified. May I please have a second?
I second the motion.
Thank you. Let's move on to the second motion. The next motion is an advisory vote to approve the compensation of Kroger's named executive officers. May I please have a second?
I second the motion.
Thank you. Let's move on to the third motion. The next motion is to ratify the appointment of Kroger's independent auditor, PricewaterhouseCoopers. May I please have a second?
I second the motion.
Thank you. We have three shareholder proposals on the ballot. We now ask the representative for the proposal to present item number four regarding a report on discarded cigarette pollution.
Good morning. My name is Tom McCaney, and I'm here to present proposal number four on behalf of the Sisters of St. Francis of Philadelphia. This proposal requests our company report on its efforts to educate its customers who use tobacco products on how they can positively impact damage to the environment by responsibly discarding their cigarette butts. The Sisters of St. Francis, as well as the other co-filers, are members of the Interfaith Center on Corporate Responsibility, a coalition of over 300 global faith and values-based institutional investors currently representing more than $4 trillion in managed assets. Simple signage by the display of cigarettes explaining how customers can safely and responsibly dispose of their cigarette waste and a paragraph or two on the company website would demonstrate Kroger's good faith concern for the planet.
Cigarette butts are the most common form of litter, as an estimated 4.5 trillion cigarette butts are thrown away every year worldwide and constitute an estimated 30% of the total litter on U.S. shorelines, waterways, and on land. Additionally, the discarded butt is highly toxic, resulting from the chemicals used while growing tobacco, the use of plastic filters, and the tar produced by combustion. Yet many people who would be appalled at the thought of littering almost any other item never think twice about flicking a cigarette butt onto the ground. Like most things, this is a problem that will not be solved by one individual or one company, but that is not an excuse not to try. In its statement of opposition, Kroger lists a variety of waste management initiatives, all worthy programs but hardly relevant to this proposal.
They also state that since cigarette waste represents a small portion of their total waste, their resources would be better across the globe. We request some information designed to educate their cigarette-buying customers on proper butt disposal to be placed where customers who buy cigarettes can see them, nothing more. Please vote for proposal number four.
Thank you. May I please have a second?
I second the proposal.
Thank you. We now ask a representative for the proposal to present item number five regarding a report on adopting a third-party mandated framework on U.S. farmers.
My name is Eric Schlosser. I'm here on behalf of Domini Impact Investments, and I urge you to vote yes on proposal five. Proposal five asks Kroger to do something simple yet essential: to evaluate how adopting a worker-driven social responsibility program could help prevent serious human rights abuses in Kroger's agricultural supply chain. The Board of Directors of Kroger want you to vote against proposal five. They say worker-driven social responsibility is unnecessary. They say the company does its own assessment of vendors and suppliers. They say their own program works well. If that monitoring program works so well, why has Kroger recently been linked by the media and government agencies, including the U.S. Department of Labor, to multiple investigations of forced labor involving thousands of victims?
Kroger's suppliers of tomatoes from Mexico, watermelons from Florida, and onions from Georgia have been linked to allegations of forced labor, rape, and even worker deaths. Evidently, Kroger's monitoring process fails to prevent human rights abuses. Why? Because Kroger's program lacks mandatory punishments and meaningful access to remedy for workers. Most of Kroger's competitors have joined the Fair Food Program, the nation's leading worker-driven social responsibility initiative. The Fair Food Program has transformed the Florida tomato industry from being ground zero for modern-day slavery, according to federal prosecutors, to being the best workplace environment in U.S. agriculture, according to human rights experts. By voting yes on proposal five, shareholders can guide Kroger toward a widely endorsed solution to human rights violations. Voting yes will help protect the rights of workers and ensure that Kroger remains a successful, trusted brand. Thank you.
Thank you. May I please have a second?
I second the proposal.
Thank you. We now ask a representative for the proposal to present item number six regarding a report on safeguarding the privacy of consumer health data.
Good morning. I'm pleased to present this proposal on behalf of the shareholders Boot Lion, LLC and Piccolina, LLC. Our company collects an enormous amount of sensitive information from its customers. This includes purchase history, geolocation data, device identifiers, internet activity, and biometric and demographic information. Much of this data can be shared with or sold to third parties. Kroger's data monetization efforts earned $1.3 billion in profit last year, more than a third of overall operating profit. This revenue stream includes the collection and use of consumer data for targeted advertising. This data can also be weaponized to prosecute people for crossing state boundaries to seek healthcare that is legal in that state. A digital health footprint can easily be accessed by law enforcement and lead to criminal charges. This has happened in recent years in Nebraska, Mississippi, and Indiana.
Companies like Facebook have suffered reputation and brand risk when data they have collected has been used to prosecute people for seeking healthcare. Kroger can and should take further action to reduce these risks. It should be Kroger's default policy to notify customers when government agencies have requested information about their transaction histories unless a gag order has been imposed. Kroger could look to companies like Airbnb and Uber as models on this point. Kroger could also extend what are called deletion rights to consumers in every state where it does business. These allow customers to delete data that companies are not required to retain by law or do not need to complete transactions. According to a Deloitte survey released last December, 9 in 10 people think they should be able to view and delete the data companies that collect on them.
Kroger only extends deletion rights in the states that require it. With great data comes great responsibility. We urge fellow shareholders to vote yes on this proposal to signal your support for data privacy policies that diminish risks to both customers and Kroger. Thank you.
Thank you. May I please have a second?
I second the proposal.
Thank you. Now I'd like to share our business update. I regularly share with our teams that I have three priorities as CEO: making sure that Kroger is well-positioned to grow, driving top-line sales growth, and running great stores for our associates and our customers. In the last several months, we've taken real steps forward toward achieving these goals. We began by naming Yael Cosset to lead a cohesive e-commerce business unit, unifying our digital team to create a better online shopping experience. We are building more new stores. We are focusing on sourcing and pricing, and we're reevaluating assets that are not core to our business. Each of these changes improves our focus on the core business, simplifies our best, and that's take care of our customers. We're bringing our customers the products they want, the ways they want to shop at lower prices.
Last week, we saw our results tell the story. We had a great first quarter with strong identical sales that were led by pharmacy, e-commerce, and fresh. We are building on that momentum to position Kroger for even more growth in the months ahead. We also shared plans last week to accelerate investments in our core retail business. This includes both lower prices and additional store hours to better serve customers. This will be funded by reducing other expenses, including corporate expenses, which will result in better-run stores and more jobs closer to our customers. We will continue to look at ways we can improve at a pace that matters. Our competition is moving quickly, and we have to adapt faster than ever. This is particularly true in our e-commerce business. We are working to accelerate e-commerce growth because it has a direct impact on our overall financial results.
To continue improving profitability, we are actively pursuing operational improvements, employing easier-to-use technology, and growing our customer base. Our dedicated associates make it possible for us to put the customer at the center of everything we do. We continue to invest in our associates because our success and growth is directly connected to theirs. We start with ongoing improvements in wages and benefits. In fact, we've increased our average store hourly pay rate 38% in the past seven years. We make these investments strategically to continue rewarding our associates while balancing affordable prices for our customers. We believe it is important that associates from any walk of life can come to Kroger to start out or write a new chapter. Retail is a unique place where almost anyone can have exciting and challenging opportunities to grow.
It is what inspired me to spend my career in this industry, and I hope we are inspiring the next generation of retail leaders to build their careers at Kroger too. From providing access to affordable fresh foods to creating good jobs for associates, our grocery stores play an important role in the communities across the United States. We take this responsibility seriously. Since launching Kroger's Zero Hunger | Zero Waste plan, we have donated more than 3.4 billion meals to families and children in need. This year, we're inviting our customers and neighbors to join us in new and unique ways. In April, nearly 1,500 Kroger associates and community members in Cincinnati packed more than a million meals for local families.
Later this week, our Ralphs and Food 4 Less teams will invite their communities to join them in packing one million meals, and I understand that leadership's goal is to pack more meals than their Cincinnati counterparts. Additionally, this morning, our board approved a dividend increase from $1.28 to $1.40 per year. This represents 19 consecutive years of dividend increases. The next quarterly dividend of $0.35 per share will be paid on September 1st, 2025, to shareholders of record as of close of business on August 15th, 2025. This increase reflects the Board of Directors' confidence in our strategy. What I want you, our shareholders, to hear is that we are moving faster and thinking differently about our business.
From sourcing fresher foods and creating more innovative our brand's products to making shopping more convenient and even giving back to our communities in creative ways, we are meaningfully shifting our focus to our stores and to our customers. I continue to challenge the team. How is our work, the areas we focus on, impacting our customers? I'm excited to see how we continue to bring more value to our customers, more career opportunities to our associates, and more connections to our communities. I'm honored to be a part of our company during this transition, and I appreciate the opportunity to lead Kroger to a brighter future. That concludes our annual business review. Now we will return to our formal agenda. Our voting period is now closed. Lee will provide a report on the results of the vote for the items outlined earlier. Lee, your report, please.
The preliminary voting results are as follows. The final voting report will be reflected on our Form 8-K, which will be filed with the SEC. Item number one, each of the nominees for the Board of Directors have been duly elected as directors of the Kroger Co. by a majority of the votes cast. Item two, we find that the resolution approving the compensation of the company's named executive officers has been adopted. Item number three, we find that the resolution ratifying the selection of PricewaterhouseCoopers as the company's auditors for 2025 has been adopted. Item number four, we find that the resolution requesting that the company report on discarded cigarette pollution was defeated with a majority of the votes cast voting against the resolution. Item number five, we find that the resolution requesting that the company report on adopting a third-party mandated framework on U.S.
farmers was defeated with a majority of the votes cast voting against the resolution. Item number six, we find that the resolution requesting that the board of directors publish a report on safeguarding the privacy of consumer health data was defeated with a majority of the votes cast voting against the resolution.
Thank you, Lee. We will now transition to Q&A. Kroger's Group Vice President of Corporate Affairs, Keith Dailey, will read several of the questions we received, and I will respond. During Q&A, we'll cover all the themes informed by the questions we received from you, our shareholders. We will address as many questions as we can, including combining questions that are asked by multiple shareholders. If your question is about our assortment or about a specific store, please know that we have shared those directly with the correct teams. We now have about 10 minutes for Q&A, and I will take the first question.
Thank you, Mr. Chairman. The first question is, can you please provide an update on the CEO search?
Sure. As I've told our board, I am happy to serve in this role as long as I'm needed. Last week, during our first quarter earnings call, I shared that the board has a search committee in place. They are working with a nationally recognized search firm, so I am sure that we're going to hire an outstanding leader for Kroger. The board is fully engaged, and while they conduct a thorough search for Kroger's next leaders, I plan to be a decisive CEO with an eye toward building for the future.
Several shareholders asked, what are you doing to raise employee wages in line with cost of living increases and rising prices?
We continue to improve associates' wages and benefits, which includes healthcare, pensions, training, as well as education. Since 2018, and I referenced this earlier, we invested an additional $2.4 billion in wages, which is a 38% increase in average hourly store wages. We also contributed more than $2 billion to associate pensions from 2018 to 2021 to make sure that associates can count on their retirement benefits when they need them. Just last week, we announced an additional accelerated pension investment to further stabilize our associates' defined pension benefits. In fact, you look at the numbers, 13%, $0.13 of every dollar Kroger makes in sales is reinvested back into front-line associate wages, healthcare, pension, and other benefits. The only larger expense that we have is our cost of goods.
To summarize, we're always going to listen to our associates, and we will build benefits packages that support their changing needs.
Thank you, Mr. Chairman. Several shareholders have also asked about pricing, both the competitive environment and specifically how Kroger is reducing prices for customers who are on ever-shrinking budgets.
Overall, the environment around pricing remains very rational. From Kroger's perspective, I think it's important to keep prices affordable, and we've been doing this for decades. We know that successful retailers put their customers at the center of every decision they make, and that's why our strategy is built on lowering prices to attract more customers who want to shop with us. This year, we're looking to bring down prices on more items across the store and make the savings a lot simpler for customers to see at the shelf. In the first quarter alone, we lowered prices on more than 2,000 additional products our customers need and want and love. We also know that additional pricing investments mean better sales, additional service hours scheduled in our stores, and happier customers.
We also received multiple questions related to store decisions. Can you share more information about the company's store plans and what that means for future growth?
Last week, we shared that we're on track to complete 30 storing projects in 2025, and this is in line with the number of projects we completed last year as well. Going forward, we're looking to increase these projects in 2026 and beyond. We understand that our most loyal customers shop with us both online and in our stores, and we have invested strategically in e-commerce in the past several years. We saw the result in our sales results last week with double-digit e-commerce growth. Going forward, we plan to build more new stores alongside our continued e-commerce investments. I probably should also note that last week, we announced plans to close approximately 60 stores across our business over the next 18 months. These are stores that are not delivering the sustainable results we need to run a successful and growth-oriented business.
I share this here because the savings generated from these closures, well, they're going to be invested in new store growth, lower prices, and more hours for our store associates. It is also important to make clear that we will be offering roles in other store locations to any and all associates currently employed at the stores that we will be closing.
Referencing the shareholder proposal today, a stockholder asked, how does Kroger approach requests for customer health data?
Maintaining our customer's trust is one of the most important things that we can do. This means we make sure that the food we put on our shelves is safe to eat, and also we have to make sure that our customer's data is protected. We have a team of privacy experts who make sure that our programs and our processes comply with all the laws as well as follow best practices in our industry. We're confident that these processes protect our customer's data, and we also address the rapidly changing and we'll also address the rapidly changing regulatory environment that we see as well.
The next question is related to executive pay ratios. How does the company justify executives' pay when front-line workers make so much less?
Executive compensation is based on a number of factors, including talent, experience, as well as the competitive marketplace. Kroger is a world-class company, and we need to recruit and retain world-class talent. Even more importantly, we continue to invest in our 400,000-plus associates, both in their wages and their benefits, because retail is a place where just about anybody can grow and create a fulfilling career. As I said earlier, the company is committed to creating a stable associate pension program, and we have contributed more than $2 billion from 2018 to 2021. I do appreciate, and I do understand the question, but I also appreciate the opportunity to talk about how we compensate our associates across the company.
Thank you. A shareholder asked why the board advised shareholders to vote no on the proposal to support farm workers.
We respect everybody who helps to grow and manufacture the food that our customers buy for their families, and we sell in our stores. Our sourcing teams hold our suppliers and our vendors to the highest standards, as well as expectations for human rights in our supply chain. This approach means we do our due diligence to make sure suppliers are treating their associates well and that they take corrective action if a concern is raised. We believe that these rigorous standards in place at the Kroger Company. make the shareholder proposal unnecessary.
Thank you. A shareholder asked, how is Kroger thinking about the proposed changes to SNAP, that's the food assistance program, and is that going to impact the company's sales this year?
Sure. We continue to watch proposed changes to the SNAP program, and at this point, I think it's probably a bit too early to speculate on what exactly is going to happen out of Washington. We've seen a lot of changes in the SNAP program in recent years. I feel like we've been able to navigate those changes very well, and even if certain items are no longer covered, we do not anticipate experiencing an impact with spending in our stores. When we've seen previous reductions in the SNAP program, our customers have used more of their discretionary cash to buy food. Overall, we're well prepared to navigate any changes relating to the SNAP program, and we do not expect to see any impact in 2025.
A shareholder notes that Kroger often talks about its commitment to reducing waste and asks, how do you align that vision with the decision not to address cigarette waste in today's proposal?
We take reducing waste of all kinds very seriously. When you look at our Zero Hunger | Zero Waste plan, it's focused on helping customers improve their health, reducing food waste, as well as recycling more in their own homes. Additionally, we're regularly improving our stores and other facilities to reduce the amount of waste they create, divert more from landfills, and make our products more sustainable. Cigarettes and other tobacco products make up a very small amount of the products we sell, and given our current commitments to reducing waste and our small volume of cigarette sales, again, we believe this proposal is redundant to our current efforts.
Thank you. We have time for one more question. A shareholder asked, how is Kroger thinking about the changing tariff situation, and will the company pass those costs on to the consumer?
As we shared last week.