KR Kroger Co

 

 

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 (Date of earliest event reported): February 12, 2025

 

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)		(Zip Code)

 

(513) 762-4000

(Registrant’s Telephone Number, Including Area Code)

 

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))

 

Securities Registered Pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbol(s)		Name Of Each Exchange On Which Registered
Common Stock, $1.00 par value per share		KR		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

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

 

On February 12, 2025, The Kroger Co. (“Kroger” or the “Company”) appointed David Kennerley, 51, as Senior Vice President and Chief Financial Officer, effective as of April 3, 2025. Mr. Kennerley will join Kroger on March 10, 2025 as Senior Vice President. Todd Foley, Kroger’s Interim Chief Financial Officer, will continue in that role until April 3, 2025, following which Mr. Foley will remain a Senior Vice President of the Company and continue to serve on the senior leadership team to support the Company until his retirement at the end of first quarter.

 

Mr. Kennerley has been Senior Vice President and Chief Financial Officer for PepsiCo Europe since March 2020, and previously served in various roles at PepsiCo since 2001 including, Senior Vice President Finance for the company’s North American Bottling business, senior finance director for Global Beverages Group, manager in the International Corporate Finance/Treasury Department, and a number of roles across Sales and Commercial Finance.

 

In his role as Senior Vice President and Chief Financial Officer of Kroger, Mr. Kennerley: (i) will receive an annual base salary of $800,000; (ii) is eligible for an annual incentive bonus target of $800,000; (iii) will receive a $1.35 million one-time cash bonus payment, on a predetermined schedule over the course of the first year of his employment; (iv) will receive a one-time grant of $2.8 million in restricted shares, vesting ratably over 3 years, to be awarded in March 2025; (v) is eligible for an annual long-term equity grant in March 2025, which vests over 4 years, and for performance unit equity awards pursuant to Kroger’s Long-Term Incentive Plan, together with a current total target value of $3.1 million.

 

There are no family relationships, or arrangements or understandings between Mr. Kennerley and any other person pursuant to which he was elected Senior Vice President and Chief Financial Officer.  Mr. Kennerley has not engaged in any transaction with the Company during the last fiscal year, and he does not propose to engage in any transaction, that would be reportable under Item 404(a) of Regulation S-K.

 

Item 7.01

Regulation FD Disclosure.

 

On February 12, 2025, Kroger issued a press release regarding the matters described in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information in this Item 7.01 and the press release attached hereto as Exhibit 99.1 are furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Kroger under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filings.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1	Press Release, dated February 12, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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.
	By:	/s/ Christine S. Wheatley
	Name:	Christine S. Wheatley
	Title:	Senior Vice President, General Counsel and Secretary

 

Date: February 12, 2025

 

 

 

Exhibit 99.1 

 

Kroger Announces David Kennerley as Incoming Chief Financial Officer

Todd Foley to ensure seamless transition before retiring

 

CINCINNATI – February 12, 2025 – The Kroger Co. (NYSE: KR) today announced its succession plan for Chief Financial Officer.

 

David Kennerley, senior vice president and CFO for PepsiCo Europe, will succeed Todd Foley as senior vice president and chief financial officer, effective April 3. Kennerley will join Kroger on March 10 as senior vice president while Foley continues as interim CFO through the end of Kroger’s fiscal year 2024 reporting cycle. Foley will remain a senior vice president of the company and continue to serve on the senior leadership team to support the company during this transition period until the end of Kroger’s first quarter.

 

“Consistent with Kroger’s history of thoughtful succession planning, David and Todd will transition seamlessly to ensure Kroger continues to deliver on its go-to-market strategy, providing access to fresh, affordable food for families across America and, by doing so, creating long term shareholder value,” said Rodney McMullen, Kroger’s chairman and CEO.

 

Todd Foley to retire as interim chief financial officer

 

“On behalf of our board of directors and senior management team, we thank Todd for stepping into the interim CFO role last year and ensuring the business did not skip a beat,” said McMullen. “Todd’s contributions to our business and the finance department are wide and deep, and I especially appreciate his care for and commitment to his fellow associates. I wish Todd and his family all the best in the next chapter of their lives.”

 

Foley joined Kroger in 2001 as an audit manager in the Internal Audit Department. He became controller of the Cincinnati-Dayton Division in 2003 and then assistant corporate controller at the General Office in 2006. Foley was promoted to vice president and treasurer of Kroger in 2013, and was named vice president and corporate controller in 2017. In late 2021, he was promoted to group vice president and corporate controller. Foley stepped into the interim CFO role in 2024.

 

Foley serves on the board of the Connetic Venture Capital Access Fund and the Board of Advisors for Star Engineering, LLC.

 

David Kennerley appointed chief financial officer

 

“We look forward to welcoming David to the Kroger team,” said McMullen. “He brings to Kroger deep experience leading a broad-cross section of U.S. and international finance teams which helped PepsiCo create shareholder value for nearly 25 years.”

 

Kennerley joined PepsiCo in 2001 as a manager in the International Corporate Finance/Treasury Department, where he was responsible for all treasury activities in Western Europe. In 2005, he moved to the U.K. business as a business development director and subsequently held various roles across Planning and Commercial Finance. Kennerley became the company’s senior finance director for the newly created Global Beverages Group in 2011, and he moved into the North American Beverages business the following year. Kennerley held a number of roles across Commercial Finance before being appointed to SVP Finance for the company’s North American Bottling business. He was named CFO, Europe in March 2020.

 

 

“I’m thrilled to be joining Kroger at this exciting time for the business,” said Kennerley. “I am looking forward to getting started and building on the strong legacy built by Todd and the team. I want to thank PepsiCo for the incredible opportunities I’ve had over the last 24 years. These experiences have been instrumental in paving the way for my new role as the CFO of Kroger.”

 

Kennerley graduated from University College London and then joined Arthur Andersen where he qualified as a chartered accountant.

 

Kennerley and his family will relocate to Cincinnati.

 

Media assets are available here.

 

About Kroger

 

At The Kroger Co. (NYSE: KR), we are dedicated to our Purpose: To Feed the Human Spirit™. We are, across our family of companies nearly 420,000 associates who serve over 11 million customers daily through a seamless digital shopping experience and retail food stores under a variety of banner names, serving America through food inspiration and uplift, and creating #ZeroHungerZeroWaste communities. To learn more about us, visit our newsroom and investor relations site.

 

Contacts: Media: Erin Rolfes (513) 762-1080; Investors: Rob Quast (513) 762-4969

 

This press release contains certain statements that constitute "forward-looking statements" about the future management of the company. These statements are based on management's assumptions and beliefs in light of the information currently available to it. Such statements are indicated by words or phrases such as "will," "continues," and “transition.” Various uncertainties and other factors could cause actual results to differ materially from those contained in the forward-looking statements. These include the specific risk factors identified in "Risk Factors" in our annual report on Form 10-K for our last fiscal year and any subsequent filings.

 

Kroger assumes no obligation to update the information contained herein unless required by applicable law. Please refer to Kroger's reports and filings with the Securities and Exchange Commission for a further discussion of these risks and uncertainties.

 

 

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