Current Report

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report: January 17, 2006

(Date of earliest event reported)

 

THE KROGER CO.

(Exact name of registrant as specified in its charter)

 

An Ohio Corporation   No. 1-303   31-0345740
(State or other jurisdiction
of incorporation)		   (Commission File
Number)		   (IRS Employer
Number)

 

1014 Vine Street

Cincinnati, OH 45201

(Address of principal executive offices)

 

Registrant’s telephone number: (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:

 

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

 

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

 

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

 

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

 

Section 5—Corporate Governance and Management

 

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

  (b) On January 17, 2006, Edward M. Liddy orally advised the Company of his intention to retire from the Board of Directors, effective as of January 19, 2006. On January 17, 2006, Mr. Liddy furnished to the Board of Directors written notice confirming his decision to retire. A copy of that notice is attached hereto as Exhibit 99.1.

 

Section 9—Financial Statements and Exhibits

 

Item 9.01. Financial Statements and Exhibits.

 

  (c) Exhibits:

 

99.1    Letter confirming decision of director to retire.

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 hereto duly authorized.

 

       

THE KROGER CO.

January 20, 2006

       By:   /s/    PAUL HELDMAN        
                Paul Heldman
                Senior Vice President, Secretary
and General Counsel

EXHIBIT INDEX

 

Exhibit No.
   

Exhibit

99.1    Letter confirming decision of director to retire.