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