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): January 30, 2024
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 January 30, 2024, Gary Millerchip, Senior Vice President and Chief Financial Officer of The Kroger Co. (“Kroger”), informed Kroger of his decision to step down from his role at Kroger to assume an executive role at another public company. Millerchip’s decision was not due to any disagreements with Kroger on any matter relating to Kroger’s operations, policies or practices. Todd Foley, Group Vice President, Corporate Controller and Chief Accounting Officer of Kroger, has been appointed interim Chief Financial Officer, effective February 5, 2024. Kroger will name a CFO successor at a later date.
Foley, age 54, was named Group Vice President, Corporate Controller and Chief Accounting Officer of Kroger on October 1, 2021. Foley also has responsibility for the pension investment, tax and insurance teams. From April 2017 to September 2021, he served as Vice President, Corporate Controller and Chief Accounting Officer of Kroger. Before that, he held several leadership roles, including Chief Financial Officer of Kroger’s Cincinnati/Dayton operating division, Assistant Corporate Controller, where he maintained oversight of external and internal financial reporting and managed the corporate accounting department, and as Vice President and Treasurer. Foley joined Kroger in 2001 as an audit manager in the Internal Audit Department. Before joining Kroger, Foley began his career as a CPA and served as a senior audit manager at PricewaterhouseCoopers.
As of the date of this report, no new compensatory arrangements have been entered into in connection with the appointment of Foley as interim Chief Financial Officer.
Item 7.01. Regulation FD Disclosure.
On February 5, 2024, 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 5, 2024 |
| 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 5, 2024
Exhibit 99.1
Kroger Announces CFO Transition
Todd Foley Appointed Interim CFO
CINCINNATI, February 5, 2024 – The Kroger Co. (NYSE: KR) today announced that Gary Millerchip is stepping down as senior vice president and chief financial officer to assume an executive role at another public company. Todd Foley, group vice president, corporate controller and chief accounting officer, has been appointed interim chief financial officer, effective today. The Company will name a CFO successor at a later date.
“Todd is a proven leader who has served in key finance roles and has contributed meaningfully to Kroger’s growth and transformation over more than 20 years,” said Rodney McMullen, Kroger's chairman and CEO. “Todd is the right person to take the helm and will step in seamlessly to continue advancing our value creation model and maintain a strong financial framework for our company as we plan ahead for our pending merger with Albertsons. At Kroger, we are fortunate to benefit from an incredibly deep bench of talent across our finance team and all levels of our organization as we continue to execute our strategy and generate sustainable returns for our shareholders.”
Foley is a seasoned finance executive with over 30 years of experience. Since joining Kroger in 2001, he has served as assistant corporate controller, vice president and treasurer, and most recently as group vice president, corporate controller and chief accounting officer. He has been an architect of Kroger’s financial strategy, including the Company’s current Leading with Fresh, Accelerating with Digital strategy.
“This is an exciting time in Kroger’s history, and it is an honor to lead our world-class finance team as we continue building for the future,” said Foley. “Kroger has a successful go to market strategy, and there is great momentum across the business. I’m looking forward to continuing to work closely with the Kroger leadership team to deliver on our long-term value creation goals and ensure a smooth transition for all stakeholders.”
McMullen continued, “On behalf of the Kroger Board and management team, I want to thank Gary for his contributions over the last 15 years, supporting Kroger’s industry leadership and significant growth opportunities.”
“I am proud of all we have accomplished at Kroger and have made the decision to transition into a new chapter in my career,” said Millerchip. “Kroger is well positioned for the future, and I wish the team continued success.”
About Todd Foley
Todd Foley has served as Kroger’s group vice president, corporate controller and chief accounting officer since 2021. He also has responsibility for the pension investment, tax and insurance teams. Foley joined Kroger in 2001 as an audit manager in the internal audit department. During his tenure, Foley also served as CFO of Kroger’s Cincinnati/Dayton operating division, assistant corporate controller, where he maintained oversight of external and internal financial reporting and managed the corporate accounting department, and as vice president and treasurer. Before joining Kroger, Foley began his career as a CPA and served as a senior audit manager at PwC. He holds a Bachelor of Business Administration in Accounting from University of Notre Dame, Mendoza College of Business. He serves on the Board of the Cincinnati Center City Development Corporation.
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 half a million 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 by 2025. To learn more about us, visit our newsroom and investor relations site.
Forward Looking Statements
This press release contains certain statements that constitute “forward-looking statements” within the meaning of federal securities laws, including statements regarding Kroger’s CFO transition. 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 “anticipate,” “continue,” “expect,” “future,” “position,” “strategy,” “will,” and variations of such words and similar phrases. 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.
Contacts
Media:
Erin Rolfes, (513) 762-1304
erin.rolfes@kroger.com
Investors:
Rob Quast, (513) 762-4969
investorrelations@kroger.com