Citing Inaction on Bee-Killing Pesticides, Kroger Shareholders Call for a Separation of CEO and Board Chair Roles to Increase Accountability, Better Assess Risk Management

June 21, 2018

Ahead of Kroger’s annual general meeting of shareholders on June 28th, Kroger shareholders, represented by SumOfUs, an international consumer group, have submitted a shareholder resolution calling on the company to separate the role of CEO and chair of the board, creating an independent Board Chair.

Friends of the Earth, SumOfUs and other groups are also calling on the company to commit to protecting pollinators and human health by phasing out toxic pesticides and increasing domestically produced organic offerings.  

Kroger’s current Chief Executive Officer (CEO) Rodney McMullen also currently serves as Chair of the Board.


Kroger shareholders are demanding accountability for the company’s inaction on phasing out bee and people toxic pesticides. This month, Costco updated its 2016 pollinator policy to encourage its suppliers of fruits, vegetables and garden plants to phase out the use of chlorpyrifos and neonicotinoids. Whole Foods has also taken steps to reduce the use of these pesticides in its fruit and vegetable supply chain. However, a 2018 scorecard from Friends of the Earth found that Kroger is failing to protect bees and people from toxic pesticides. Kroger shareholders argue that the lack of change to the policy suggests inadequate risk management from the Board of Director.

Renowned proxy advisory firm, Glass Lewis has previously come out in support of shareholder resolutions calling for the separation of the roles of CEO and board chair. In a 2016 report, Glass Lewis explained that:

“...Shareholders are better served when the board is led by an independent chairman who we believe is better able to oversee the executives of the Company and set a pro-shareholder agenda without the management conflicts that exist when a CEO or other executive also serves as chairman.”

An independent Board Chair has been found in some academic studies to improve the performance of public companies.  Separating the roles of Chair and CEO is the norm in Europe, and 51% of S&P 500 boards split the Chair and CEO roles. In an article in The Washington Post about Facebook’s corporate governance structure in 2017, SumOfUs argued that that an independent Chair of the Board would be better able to oversee the executives of the company, improve corporate governance and set a more accountable, pro-shareholder agenda. SumOfUs believes Kroger should also adopt these changes for a similar set of reasons.

“There is a clear conflict of interest when a corporation’s board of directors, which is responsible for overseeing the CEO and representing shareholders, is chaired by that same CEO,” explained Lisa Lindsley, Capital Markets Advisor for SumOfUs. “An independent board chair is a necessary first step to put Kroger’s board on the path to effective representation of the interests of all shareholders.”

“So far, Lowe’s, Walmart, True Value and Home Depot, have all taken important first steps to stop the sale of neonics in their stores and are standing up to protect the bees. But Kroger is refusing to follow suit and do the right thing. This puts long-term shareholder value at risk, and is something that an independent board of directors would be better able to address,” explained Lindsley.

To date, nearly 500,000 people have signed petitions to Kroger demanding it stop selling food grown with pollinator toxic pesticides and increase offerings of domestic organic food. Since last year, more than 150,000 people signed petitions to Kroger demanding it to drop the sale of neonics.  SumOfUs members have also sent more than 1900 emails to 76 pension fund managers urging them to support the resolution.

“Kroger should listen to its customers and take immediate action to stop selling food grown with toxic pesticides,” said Tiffany Finck-Haynes, senior food futures campaigner at Friends of the Earth. “They’re toxic for people, pollinators and the planet and they have no business being in our food system or on our plates.”