Good day, and welcome to The Kroger Co.'s 2026 Annual Meeting of Shareholders. I would like to turn the meeting over to Ron Sargent, Chairman of Kroger's Board of Directors. Please go ahead, sir. Thank you, good morning, everyone. I'm Ron Sargent, Kroger's Chairman of the Board, and it's my privilege to call to order Kroger's Annual Meeting of Shareholders. Copies of the rules of procedure for this meeting are available on your screen. You'll be able to submit questions via the website during the meeting, and we will also address questions that were submitted in the last few weeks after the formal portion of the meeting is complete. As our first order of business, I would like to introduce Lee Cassiere. Lee will serve as our Inspector of Elections for this year's meeting. Thank you, Mr. Chairman. On April 28th, 2026, the record date of this meeting, there were 616,650,677 common shares, par value of $1 per share, issued and outstanding. Each share is entitled to one vote on each matter submitted to the shareholders for vote at this meeting. A majority of common shares are represented. A quorum exists. Thank you, Lee. We will begin the official business of the meeting. Based on the information provided to us by Lee, we have a quorum. This meeting is lawfully convened and ready to transact business. If you are a shareholder and you have not sent in a proxy or wish to change your vote, you will need to vote by online ballot. Online ballots must be submitted prior to the closing of the polls, and voting will remain open until the conclusion of the business remarks. Jessica Good of PricewaterhouseCoopers, the independent auditors for Kroger, is with us today. Welcome, Jessica. We're also excited to welcome Mitchell Butier to our Board today. Mitch is the Non-Executive Chairman of Avery Dennison Corporation, a global materials science and digital identification solutions company. He brings extensive experience to our Board, holding several leadership roles across Avery Dennison and focusing on marketing, M&A, cybersecurity, and research and development. Prior to this role, Mitch served as Avery's CFO and then CEO. Mitch, welcome to Kroger. Now it is my privilege to welcome my fellow members of the Board of Directors who are joining us for today's meeting. Nora Aufreiter, Kevin Brown, Elaine Chao, Greg Foran, Anne Gates, Karen Hoguet, Clyde Moore, Amanda Sourry, Mark Sutton, who's our Lead Independent Director, and Ashok Vemuri. I'd also like to take a moment to recognize and thank Elaine Chao and Clyde Moore, who will be stepping off of our Board after today. Elaine has served Kroger since 2021, providing invaluable insights and advice rooted in her extraordinary career that spanned the public sector, including as U.S. Secretary of Transportation and Secretary of Labor under two different presidential administrations, as well as her leadership in the private sector. Clyde joined our Board in 1997, one of our longest-serving Directors, offering steady guidance for nearly three decades. Clyde provided invaluable guidance, judgment, and leadership to the company, specifically in strengthening the organization's oversight, risk management, and governance. We appreciate both of your contributions to Kroger, and we will truly miss you both. The 10 Directors who have been nominated by the Board of Directors as candidates for election are shown in the proxy statement. All elected directors will serve until the Annual Meeting in 2027, or until their successors have been elected and qualified. May I have a second? I second the motion. Thank you. Let's move on to the second motion. The next motion is an advisory vote to approve the compensation of Kroger's named Executive officers. May I please have a second? I second the motion. Thank you. Let's move on to the third motion. The next motion is to ratify the appointment of Kroger's independent auditor, PricewaterhouseCoopers. May I please have a second? I second the motion. Thank you. Let's move to the fourth motion. The next motion is to approve the amended and restated long-term incentive plan. May I please have a second? I second the motion. Thank you. We have one shareholder proposal on the ballot. We now ask a representative for the proposal to present item number five regarding a report on GHG emissions. Good morning, fellow shareholders and Members of the Board. My name is Amy Carr. I am the Senior Shareholder Advocate at Friends Fiduciary Corporation. We are a Quaker faith-based investment firm and long-term shareholder of Kroger. I hereby move item five, the shareholder proposal requesting Kroger issue a report above and beyond existing disclosures, describing whether, and if so, how it will increase the scale and pace of its greenhouse gas emissions reduction efforts. As a food retailer, climate change poses significant risk to Kroger's operations and supply chains, particularly potential disruptions to agricultural supply chains that Kroger relies on for raw materials that go into products sold in store. Friends Fiduciary has been engaging Kroger for several years on its strategies and planning around emissions reductions. The company has not made meaningful disclosures on the strategies needed to reach Scope 1 and 2 targets. The company has begun disclosing its Scope 3 emissions, but is yet to develop and disclose strategies to reduce these emissions, despite Scope 3 making up over 93% of Kroger's total emissions. Kroger is lagging peers that have outlined intentions and provide greater detail on strategies to reduce Scope 3 emissions, including through emission reduction targets and supplier engagement strategies. Kroger has yet to indicate any efforts to reduce Scope 3 emissions and does not have a strategy to engage its suppliers on reducing emissions in their supply chains. The ask of the proposal is intentionally broad, and proponents remain flexible with potential outcomes. Proponents are not requiring an additional report or target, but are rather seeking any additional information Kroger can share on its strategy to continued progress toward its Scope 1 and 2 targets, as well as any efforts by Kroger to reduce its Scope 3 emissions. While Kroger notes uncertainty around measuring and reporting on Scope 3 emissions in its opposition statement, the evolution of accounting methodologies does not need to be an obstacle to setting a course of action. Kroger can and should be taking action now to mitigate risk and build supply chain resilience. For these reasons, we urge shareholders to vote for this proposal. Thank you. Thank you. May I please have a second? I second the proposal. Thank you. I would now like to turn the meeting over to Kroger's CEO, Greg Foran. Greg? Thank you, Ron, and thank you all for joining us today. Typically, at one of these meetings, you'd hear a recap of the past year, and today it's going to be a little different. I'd like to take a few minutes to tell you more about who I am, where we're going, and what I'm asking you to believe. I've spent my career running large, complex businesses through transitions. At Woolworths, I developed my passion for the retail industry, stocking shelves, running stores, and leading the company's Retail division. Each of these experiences taught me the magic of a well-merchandised store. At Walmart, I learned that scale is an advantage when the company executes with discipline. At Air New Zealand, I learned that the best way to transform a company is by being honest about what's happening and why. Through all of this, I learned that the businesses built to last are clear about what matters, honest about what is not working, and consistent enough that associates, customers, and shareholders know what to expect. I came to Kroger because I believe in this business and have long admired the parts of the company that make it unique. Our associates have a special connection to their customers and communities. Our stores can be amazing places to shop. Our insights about our customers are unmatched, and that's a real advantage as more people shop online. We are in the food race, and I truly believe we can win it. I shared a little of this in our first quarter earnings call last week, and it bears revisiting. We need to sharpen our price position and make it simpler for customers. We need to execute more consistently to close the gap between the best and the rest. We need to make decisions at a speed that are meaningful for our frontline workers and our customers. All of this can be changed, but it cannot be changed overnight. Here is what the business is focused on. We are lowering prices through a sustained, self-funded commitment to take cost out of our operating model. Every dollar we save in running this business goes somewhere specific, lowering prices and creating a better experience for our customers. We are raising our standards in fresh. We know this is the biggest influence on where customers choose to shop. We have an opportunity, an obligation, to make sure our products have more days of freshness in our customers' homes. We are growing our digital business the right way. Most of the growth in the grocery industry today is happening online. With a strong store footprint, unmatched data and insights, and an improving fresh offering, we have the ingredients to win the e-commerce shopper. We are investing in our associates. They have the most impact on how our customer experiences our stores. When customers are clear on their priorities and feel supported, our customers can tell a difference. We are simplifying. We're simplifying the organization, our promotions, the ways we work. It all needs to be easier to execute. This will not be a short or easy journey. No transformation ever is. The structural changes we are making today will allow us to grow, compete, and lead in the years ahead. I've shared a little bit about who I am and what shaped me as a leader, and we talked about where the company is going. Now I am asking for your belief in two things. I'm asking you to believe that this company has what it takes to win. I see it clearly in our people every day. We need to execute more consistently and have a clearer vision of what the best looks like. We're on a road to fixing both. I'm asking you to believe that the work we are doing will transform Kroger. Fresher food, a simpler experience, both in-store and online. Lower prices, associates who are genuinely friendly, and a shopping experience that feels personal. These are the basics of running the best grocery business in America. When we deliver on them consistently, customers come back. I've been in this industry long enough to know that winning companies stay focused on what matters, and little- by- little, week- by- week, they constantly and consistently improve. I am deeply grateful for your continued belief in Kroger, and we are committed to keep earning your trust through results you can see and through the feeling you get every time you walk into one of our stores or shop online. Thank you. Thank you, Greg. This concludes our annual business review. Now we will return to our formal agenda. Our voting period is now closed. Lee will provide a report on the results of the vote for the items outlined earlier. Lee, could we have your report, please? The preliminary voting results are as follows. The final voting report will be reflected on our Form 8-K, which will be filed with the SEC. Item number one, election of Directors. Each of the nominees for the Board of Directors have been duly elected as Directors of The Kroger Co by a majority of the votes cast. Item number two, we find that the resolution approving the compensation of the company's named Executive officers has been adopted. Item number three, we find that the resolution ratifying the selection of PricewaterhouseCoopers as the company's auditors for 2026 has been adopted. Item number four, we find that the resolution approving the company's amended and restated long-term incentive plan has been adopted. Item number five, we find that the resolution requesting that the company issue a report above and beyond existing disclosures describing whether, and if so, how it will increase the scale and pace of its greenhouse gas emissions reduction efforts was defeated with a majority of the votes cast voting against the resolution. Thank you, Lee. Additionally, this morning, our Board has approved an annual dividend increase of 11%, from $1.40 to $1.56 per share. This represents 20 consecutive years of dividend increases. The next quarterly dividend of $0.39 per share will be paid on September 1st, 2026, to shareholders of record as of close of business on August 15th, 2026. This reflects the Board of Directors' confidence in the health of our business and our strategy going forward. We will now transition to Q&A. Kroger's Group Vice President of Communications and Public Affairs, Keith Dailey, will read several of the questions we've received. During the Q&A, we will address the key themes from the questions that you submitted. We will address as many questions as we can, including combining questions that were asked by multiple shareholders. If your question was about our assortment or a specific store, please know we shared those directly with the correct teams. We will have about 10 minutes for Q&A. With that, Keith, what's the first question? Thank you, Ron. The first question is for Mr. Foran. As a new CEO, and the first from outside the company in a long time, what has surprised you the most when you got here, and has anything changed your view of the opportunity? Thank you, Keith, and thank you for the question. Look, I've spent every week getting around our businesses, stores, manufacturing plants, distribution centers, and our offices, getting with our associates, suppliers, and customers. As I expected, I've met many dedicated associates, amazing store leaders, and some really passionate teams. I expected to see that, and that's exactly what I found. As I've shared a number of times already, I think we need to simplify and lower prices. We need to focus on product freshness, particularly in our customers' homes, deliver an outstanding e-commerce experience, and of course, continue to build on the friendliest associates and an experience that feels very localized and curated for our customers. We're going to be very consistent about getting after those things. Thank you. The second question from a shareholder is that you've talked about lowering prices on the earnings call last week as well as today. How do you make sure this strategy is sustainable for the business? Thank you for the question. I'd begin by just saying three simple things. Savings come first. That's how we do it. We get the savings first, and those savings are going to be in things like cost of goods sold, goods not for resale, simplifying the organization. As we get those savings, we build up a deposit account, and as that builds up, then we look at taking those savings and putting that into sensibly reducing prices and improving the experience in our stores. It's not going to happen overnight. It's going to be a multi-year plan, well-funded, because the savings come first. It's going to require a disciplined approach, but it's one that I've been involved in before, and I'm confident we have the team to execute this. Thank you. The next question is, Fresh has been identified as a priority. Is that a real differentiator? What does that mean in practice, and how will customers know when you've gotten it right? Yeah, great question. In the almost 50 years that I've been in retail, I would say to you that Fresh has always been a great differentiator. You can differentiate a can of vegetable soup in terms of price, but the quality of your bananas, the crispness of your apples, how your broccoli stands up, do your strawberries last in your fridge, that makes a difference. There are two things that come to mind when I think about freshness. One of them is that we ensure that we train everyone in Kroger and any of our brands that if you wouldn't buy it yourself, then you don't have it on show. Then we measure it, not actually in the store. We want to measure it by what's the freshness that people get at home. How long do those strawberries last once you get them home? We know how important that is. We want customers to have absolute confidence when they shop with us. Increasingly, as the business moves forward with more e-commerce, pre-packs and freshness become important. It's not just having loose apples, it's having apples that come in a package of four or having the asparagus, which is in a pre-pack. We need to build trust. We've got that trust. We'll build on it some more, but incredibly important. Great. Thank you. The next question is in regard to refrigerants. A shareholder notes a concern about delays in the adoption of HFC regulations, potentially exacerbating climate change in communities and putting the business at risk from climate impacts. The question is, will Kroger commit to switching to natural refrigerants over the next several years by 2030? It's a good question. Thank you for that. I can tell you that when you build a new store, when you do a remodel, one of the most expensive pieces of equipment that you have in a store is the capital that's invested in refrigeration systems, whether it's chilled or it's frozen. You can imagine when you've got 2,700 stores, that's a lot of capital that's tied up. Given the scale of our business and the amount that's involved, we need to be sensible about the timeline that we have in terms of how we roll that out. We've learnt over many years, I've certainly learnt this, that when you roll these things out in a very well-organized, scheduled way, that's when you get the best return on investment. We continue to invest in energy efficient, modern infrastructure across the company because, of course, that makes good business sense. We'll continue to balance the operational practicality, the affordability, and the responsible stewardship at the same time. Thank you. Great. Thank you. We've received several questions on the company's dividend. I'll direct this to the Chairman. How has the dividend changed over time? Thanks, Keith. First of all, thanks for the question and for being a Kroger stockholder. Dividends are one element in creating value for our shareholders. We also purchase our own stock in the open market on a regular basis. Very importantly, maybe most importantly, we invest our earnings back into our business. That's in the form of new stores, improved service, lower prices, and expanded service offerings like e-commerce through Staples.com. As I mentioned earlier, we've increased our dividend for 20 consecutive years. This morning's announcement represents another 11.4% increase in the dividend for our Kroger stockholders. Our Board feels great about the health of our business and our go-forward plans. Today's double-digit dividend announcement, I think, reflects this confidence. Thank you. The next question is regarding e-commerce. What are Kroger's plans for its digital business going forward? We're excited about that, Keith. It's a good area and a good question for us to focus on for a minute. We've got a sort of multifaceted approach here. We use a lot of our own capabilities. We then partner heavily with third-party delivery providers as well. That allows us to give the best possible outcome for all our stakeholders, whether you're customers, associates, or our shareholders. Big opportunities there. I would say to you that something that we're really becoming focused on is answering the question of what's for dinner tonight. Certainly over the last 20 odd years, I've seen more and more business completed online where people are filling up their pantry. I'm really excited about what we're starting to see in the field of, say, Uber Eats and others, where customers are increasingly saying, what's for dinner tonight? Well, I'll tell you what, why don't we head down to Kroger and get one of those fantastic meals? It might be the $20 sushi family pack and a couple of pieces of cake, and we've answered the question of what's for dinner. Excited about what we see in e-commerce and excited about what we're building. Great. Thank you. How do you think about competition? Why is the company's model, why is Kroger's model the right one to win? Yes. I guess in the 50-odd years that I have now been in this, I've seen some new competitors enter. The most recent one of scale, of course, is Amazon and its online business. We've seen the growth of what we call hard discounters, people like ALDI or Lidl. I recall the supercenters from one of our competitors coming into frame, particularly during the '90s and the 2000s. Through all of this, of course, we've got supermarkets, and that's the business we're in. We're in the business of being America's best grocer, and we concentrate on grocery. Some of our supermarkets will be small, some will be medium, and some will be large, and we will be the best Kroger we can be. That's going to be about having fantastic fresh. It's going to be about being fast because we're convenient and easy to get around, and we're good at e-commerce. It's going to be about being affordable. It's one of the areas that we're focusing on. Of course, friendly. Because we are close to you, we're going to have a great relationship with you through all our particular loyalty programs. I like where we're positioned. It's really about us executing that extremely well and excited about our opportunity to grow. Great. This will be the final question. A shareholder asked about protein and diets. He said protein and diets are very much a current trend. Is Kroger adjusting offerings to meet this trend and consumer demand? The answer is yes, we're certainly seeing that occur, and we're adapting literally on the go. In many of our stores now, most of them do have a pharmacy. There's a great range of protein-related products that are now being presented, making it easy for the customer to shop. We're expanding what we're doing in our brands across many protein-related areas, that includes considering, do we manufacture some of these items ourselves? We've got 32 manufacturing facilities, we know how to do that well. Then, of course, throughout the store, there are plenty of areas where we're expanding on protein. Whatever we do in store, of course, then cascades into what we do online. It's growing. It's growing quickly. We're seeing GLP-1s making up an increasing mix in our business. The answer is yes. Thank you. Thank you all for joining us today. Thank you for your continued support for Kroger. Have a great day. We look forward to seeing all of you in our stores, the Kroger Annual Shareholders Meeting is now adjourned. Thank you. The meeting has now concluded. Thank you for joining, have a pleasant day.