Summary of KROGER CO - Yahoo! Finance

Change in Directors or Principal Officers, Other Events, Financial Statements and Exhib

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

(b) Effective August 1, 2009, Don W. McGeorge, President and Chief Operating Officer, will relinquish those responsibilities and will become Special Advisor to the Chief Executive Officer.

Effective December 1, 2009, Don W. McGeorge will relinquish his responsibilities as Special Advisor to the Chief Executive Officer, will no longer be an officer of Kroger, and will resign and retire from Kroger's Board of Directors.

(c) Effective August 1, 2009, W. Rodney McMullen, Vice Chairman, will relinquish those responsibilities and will become President and Chief Operating Officer. The information regarding Mr. McMullen required by Items 401(b), (d), and (e) and Item 404(a) of Regulation S-K is incorporated by reference to Kroger's definitive proxy statement dated May 15, 2009.

(e) On June 24, 2009, Don W. McGeorge entered into an agreement with Kroger whereby Mr. McGeorge, effective August 1, 2009, will serve as Special Advisor to the Chief Executive Officer until December 1, 2009. On December 1, 2009, he will relinquish those responsibilities and will resign and retire from the Board of Directors. Beginning December 1, 2009, and through October 1, 2011, Mr. McGeorge will continue to receive his salary as then in effect on August 1, 2009, and will be eligible as an active employee to receive bonuses, equity awards, and other employee benefits under applicable plans. During that period of time, Mr. McGeorge will not engage in business activities that compete with Kroger's retail operations and will be reasonably available to consult with the Chief Executive Officer or others as directed by the CEO.