UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.            )
 
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  THE KROGER CO.  
  (Name of Registrant as Specified In Its Charter)  
 
       
 
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on June 23, 2016.






















THE KROGER CO.


THE KROGER CO.
1014 VINE STREET
CINCINNATI, OH 45202
Meeting Information
Meeting Type: Annual Meeting
For holders as of:    April 27, 2016
Date:   June 23, 2016       Time:   11:00 AM, Eastern Time
Location:    School for Creative and Performing Arts
Corbett Theater
108 W. Central Parkway
Cincinnati, OH 45202

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.


































— Before You Vote —
How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

COMBINED NOTICE, PROXY STATEMENT, AND ANNUAL REPORT

How to View Online:
Have the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com.

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— How To Vote —
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Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

























 
                    Voting Items                    

The Board of Directors recommends you vote FOR the following:
     
1.       Election of Directors
     
Nominees:
   
1a.   Nora A. Aufreiter
   
1b. Robert D. Beyer
   
1c. Anne Gates
   
1d. Susan J. Kropf
   
1e. W. Rodney McMullen
   
1f. Jorge P. Montoya
   
1g. Clyde R. Moore
   
1h. Susan M. Phillips
   
1i. James A. Runde
   
1j. Ronald L. Sargent
   
1k. Bobby S. Shackouls
   
   
The Board of Directors recommends that you vote FOR proposals 2 and 3.

2.     Advisory vote to approve executive compensation.
 
3. Ratification of PricewaterhouseCoopers LLP, as auditors.

The Board of Directors recommends that you vote AGAINST proposals 4, 5, 6 and 7.

4.     A shareholder proposal, if properly presented, to publish a report on human rights risks of operations and supply chain.
 
5. A shareholder proposal, if properly presented, to issue a report assessing the environmental impacts of using unrecyclable packaging for private label brands.
     
6.   A shareholder proposal, if properly presented, to issue a report assessing the climate benefits and feasibility of adopting enterprise-wide, quantitative, time bound targets for increasing renewable energy sourcing.
     
7. A shareholder proposal, if properly presented, to adopt a general payout policy that gives preference to share repurchases (relative to cash dividends) as a method to return capital to shareholders.

NOTE: Holders of common shares of record at the close of business on April 27, 2016, will be entitled to vote at the meeting. To receive directions to the annual meeting please call 513-762-1220.

ADMISSION TICKET - if you plan to attend the annual meeting of shareholders, please bring this notice with you as it serves as your admission ticket. This ticket admits only the shareholder(s) listed on this notice and is not transferable.