SEC Comment Letter for KROGER CO (KR) (CIK 0000056873) (KR) — Oct 20, 2008
KROGER CO (KR) (CIK 0000056873)
Date: Oct. 20, 2008 · CIK: 0000056873 · Accession: 0000000000-08-052220
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-00303
Referenced dates: August 22, 2008, July 31, 2008
Letter
October 16, 2008 Via U.S. Mail and facsimile to (513) 762-1400 Paul W. Heldman Executive Vice President, Secr etary and General Counsel The Kroger Co. 1014 Vine Street Cincinnati, Ohio 45202
Re: The Kroger Co. Form 10-K for Fiscal Year Ended February 2, 2008 Filed April 1, 2008 Definitive Proxy Statement on Schedule 14A Filed May 15, 2008 File No. 001-00303
Dear Mr. Heldman:
We have reviewed your response letter dated August 22, 2008 and have the following additional comments. You should comply with the comments in all future filings, as applicable. Please confirm in writin g that you will do so and also explain to us in sufficient detail how you intend to comply by providing us with your proposed revisions. If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary. Pl ease be as detailed as necessary in your explanation.
Definitive Proxy on Schedule 14A
Compensation Discussion and Analysis, page 15 1. We note your response to comment 3 in our letter dated July 31, 2008. As requested in our initial lette r, please provide us with your intended disclosure for future filings that discusses the key considerations of individual performance.
Paul W. Heldman The Kroger Co. October 16, 2008 Page 2
2. We note your response to comment 4 in our letter dated July 31, 2008. Please describe the types of qualitative factor s the compensation committee considers. Please provide us on a supplemental basi s a detailed analys is regarding how disclosure of each of the metrics would cause you competitive harm. For example, please describe in detail whic h portions of bonuses are tied to the Customer 1 st plan. Also describe how preci se performance of the company against specific measures of the Customer 1st plan could “guide competitors to their own strategies to target these areas to the detriment of” you and your shareholders.
* * * * *
Please contact Ronald E. Alper, Staff Attorney, at (202) 551-3329, Ellie Bavaria, Special Counsel, at (202) 551-3238, or me, at (202) 551-3720, with any other questions.
Sincerely,
H. Christopher Owings
Assistant Director
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Mail Stop 3561
October 16, 2008
Via U.S. Mail and facsimile to (513) 762-1400
Paul W. Heldman
Executive Vice President, Secr etary and General Counsel
The Kroger Co.
1014 Vine Street
Cincinnati, Ohio 45202
Re: The Kroger Co.
Form 10-K for Fiscal Year Ended February 2, 2008
Filed April 1, 2008
Definitive Proxy Statement on Schedule 14A
Filed May 15, 2008
File No. 001-00303
Dear Mr. Heldman:
We have reviewed your response letter dated August 22, 2008 and have the
following additional comments. You should comply with the comments in all future
filings, as applicable. Please confirm in writin g that you will do so and also explain to us
in sufficient detail how you intend to comply by providing us with your proposed revisions. If you disagree, we will consider your explanation as to why our comments are
inapplicable or a revision is unnecessary. Pl ease be as detailed as necessary in your
explanation.
Definitive Proxy on Schedule 14A
Compensation Discussion and Analysis, page 15
1. We note your response to comment 3 in our letter dated July 31, 2008. As
requested in our initial lette r, please provide us with your intended disclosure for
future filings that discusses the key considerations of individual performance.
Paul W. Heldman
The Kroger Co.
October 16, 2008 Page 2
2. We note your response to comment 4 in our letter dated July 31, 2008. Please
describe the types of qualitative factor s the compensation committee considers.
Please provide us on a supplemental basi s a detailed analys is regarding how
disclosure of each of the metrics would cause you competitive harm. For example, please describe in detail whic h portions of bonuses are tied to the
Customer 1
st plan. Also describe how preci se performance of the company
against specific measures of the Customer 1st plan could “guide competitors to
their own strategies to target these areas to the detriment of” you and your
shareholders.
* * * * *
Please contact Ronald E. Alper, Staff Attorney, at (202) 551-3329, Ellie Bavaria,
Special Counsel, at (202) 551-3238, or me, at (202) 551-3720, with any other questions.
Sincerely,
H. Christopher Owings
Assistant Director