Form 8-K KROGER CO For: Jun 25

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):  June 25, 2015

 

THE KROGER CO.

(Exact name of registrant as specified in its charter)

 

 

1014 Vine Street

Cincinnati, OH 45202

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code:  (513) 762-4000

 

 

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:

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01         Other Events.

 

On June 25, 2015, the Board of Directors (the “Board”) of The Kroger Co. (the “Company”) declared a 2-for-1 stock split of the common shares of the Company (“Common Shares”) in the form of a stock dividend, for distribution on July 13, 2015 to shareholders of record holding Common Shares at the close of business on July 6, 2015 (the “Dividend”). Pursuant to the Dividend, each shareholder of record will be entitled to receive one additional Common Share for each outstanding Common Share held at the close of business on the record date. The Board also authorized the Company to make certain related proportional adjustments to account for the effects thereof.

 

A copy of the press release announcing the stock split is attached hereto as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)    Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated June 25, 2015

 

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SIGNATURE

 

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.
June 25, 2015		By:	/s/ Christine S. Wheatley
			Christine S. Wheatley
			Group Vice President, Secretary and General Counsel

 

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release dated June 25, 2015

 

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Exhibit 99.1

 

 

Kroger Raises Quarterly Dividend 13.5 Percent

 

Board Approves 2-For-1 Stock Split and $500 Million Share Repurchase Program

 

CINCINNATI, June 25, 2015 — The Kroger Co. (NYSE: KR) today announced that its Board of Directors approved a 13.5 percent increase to the company’s quarterly dividend, a two-for-one split of its common shares, and a new $500 million share repurchase program.

 

“Today’s actions reflect our Board of Directors’ confidence in Kroger’s long-term performance and ability to deliver growth consistently to our investors,” said Rodney McMullen, Kroger’s chairman and CEO. “The stock split will increase the accessibility of our shares and liquidity in the trading of our shares. We are especially excited that the stock split will make Kroger’s common shares more accessible to all of our associates.”

 

13.5% Quarterly Dividend Increase

 

Kroger’s Board raised the quarterly dividend to 21¢ per share on a pre-split basis. Because the dividend will be paid after the stock split is effective, shareholders of record as of the close of business on August 14, 2015 will be paid 10.5 cents per split-adjusted share on September 1, 2015.

 

Kroger has delivered double-digit compound growth in its dividend since it was reinstated in 2006. The company continues to expect an increasing dividend over time.

 

2-for-1 Stock Split

 

Kroger’s Board approved a two-for-one split of its common shares. On or about July 13, 2015, each shareholder of record as of the close of business on July 6, 2015 will receive a dividend of one common share for each common share held. Based on the net number of common shares outstanding as of May 23, 2015, the stock split will increase the net number of common shares outstanding from approximately 481 million to 962 million.

 

This is the fifth stock split in Kroger’s history. The stock split previously in 1979, 1986, 1997 and 1999.

 

$500 Million Share Repurchase Program

 

Kroger’s Board approved a $500 million share repurchase program, replacing the prior authorization, which has been exhausted.

 

“Kroger’s strong financial position has allowed the company to return approximately $11.7 billion to shareholders through share repurchases since January 2000,” said Mr. McMullen. “We

 

 

remain committed to delivering value to shareholders.  In fact, over the last four quarters, the company has returned more than $1.1 billion to shareholders through share buybacks and dividends combined.”

 

It is not expected that any purchases will be made under this new Board-authorized plan for the remainder of fiscal 2015. Actual purchases will depend on market conditions.

 

Kroger, one of the world’s largest retailers, employs nearly 400,000 associates who serve customers in 2,626 supermarkets and multi-department stores in 34 states and the District of Columbia under two dozen local banner names including Kroger, City Market, Dillons, Food 4 Less, Fred Meyer, Fry’s, Harris Teeter, Jay C, King Soopers, QFC, Ralphs and Smith’s.  The company also operates 780 convenience stores, 327 fine jewelry stores, 1,342 supermarket fuel centers and 37 food processing plants in the U.S.  Recognized by Forbes as the most generous company in America, Kroger supports hunger relief, breast cancer awareness, the military and their families, and more than 30,000 schools and community organizations. Kroger contributes food and funds equal to 200 million meals a year through more than 100 Feeding America food bank partners. A leader in supplier diversity, Kroger is a proud member of the Billion Dollar Roundtable and the U.S. Hispanic Chamber’s Million Dollar Club.

 

This press release contains forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, about the future performance 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 the words “expect,” “believes,” “will,” and “continue.”  Our ability to continue to repurchase shares, fund dividends, and increase our dividend over time will be affected by our ability to generate free cash flow at the levels anticipated and our ability to generate expected operating results. These forward-looking statements are subject to uncertainties and other factors that could cause actual results to differ materially. We assume no obligation to update the information contained herein. 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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Media: Keith Dailey, +1-513-762-1304; Investors: Cindy Holmes, +1-513-762-4969