THE KROGER CO. (NYSE:KR) Files An 8-K Regulation FD Disclosure

THE KROGER CO. (NYSE:KR) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.

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This Form 8-K is being furnished to the SEC in satisfaction of a Delaware Court of Chancery order regarding the resolution of the petition for an award of attorneys’ fees and expenses described below.

On January 11, 2017, The Kroger Co. (“Kroger”) reached an agreement with plaintiffs relating to a Petition for an Award of Attorneys’ Fees and Expenses that was filed in the Delaware Court of Chancery on behalf of plaintiffs in three purported class actions related to Kroger’s merger with Vitacost.com, Inc., which merger was completed in August 2014. The cases were captioned Ernst v. Vitacost, et al., Case No. 2014 CA 008318 AJ (Fla. Cir. Ct. Palm Beach Cnty., July 7, 2014); Heim v. Vitacost.com, et al., Case No. 9883-VCP (Del. Ch. Ct. July 15, 2014); and Takis P. Dionisos v. Vitacost.com, et al., Case No. 9945-VCP (Del. Ch. Ct. July 24, 2014) (collectively, the “Actions”). Each of the Actions has been dismissed following Vitacost’s filing with the Securities and Exchange Commission of certain supplemental disclosures relating to the merger, with the Delaware Court of Chancery retaining jurisdiction over the Delaware actions solely with respect to plaintiffs’ Petition for an Award of Attorneys’ Fees and Expenses, which sought an award of $350,000 on behalf of plaintiffs in both the Delaware actions and the Florida action. The parties have reached an agreement to which Kroger will pay $162,500 in attorneys’ fees and expenses to plaintiffs’ counsel. On February 9, 2017, the Delaware Court of Chancery entered an order regarding the resolution of plaintiffs’ Petition for an Award of Attorneys’ Fees and Expenses, to which Kroger is providing notice to its stockholders. The Delaware Court of Chancery has passed no judgment on the payment of the fee to plaintiffs’ counsel that will be made as a result of the parties’ agreement.


About THE KROGER CO. (NYSE:KR)

The Kroger Co. operates retail food and drug stores, multi-department stores, jewelry stores and convenience stores across the United States. The Company operates through retail operations segment. It also manufactures and processes food for sale in its supermarkets. Its supermarkets operate under various formats, such as combination food and drug stores (combo stores), multi-department stores, marketplace stores or price impact warehouses. Its brands include Private Selection and banner brand. Its banner brand includes Kroger, Fred Meyer and King Soopers. Its other brands include Simple Truth and Simple Truth Organic. It has approximately 350 Murray’s Cheese shops. Each shop carries cheeses, charcuterie, olives, crackers and specialty food items from around the world. It also operates approximately 2,250 pharmacies, over 790 convenience stores, approximately 320 fine jewelry stores, over 1,440 supermarket fuel centers and approximately 40 food production plants in the United States.

THE KROGER CO. (NYSE:KR) Recent Trading Information

THE KROGER CO. (NYSE:KR) closed its last trading session down -0.24 at 33.25 with 5,974,210 shares trading hands.

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