ITEM 5.02

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On February 21, 2013, Harris Teeter Supermarkets, Inc. (the “Registrant”) held its Annual Meeting of Shareholders (the “Annual Meeting”).  At the Annual Meeting, the Registrant’s shareholders approved the Harris Teeter Supermarkets, Inc. 2013 Cash Incentive Plan (the “Cash Incentive Plan”).  The Registrant’s Board of Directors previously established the Cash Incentive Plan effective October 3, 2012, subject to shareholder approval. The Cash Incentive Plan replaces the Registrant’s prior cash incentive plan.

The Cash Incentive Plan provides a non-exclusive framework that can satisfy the standards of Section 162(m) of the United States Internal Revenue Code of 1986, as amended.  Under the Cash Incentive Plan, the Compensation Committee of the Board of Directors will designate performance measures and a bonus formula with respect to a performance period for each Cash Incentive Plan participant.  

The performance criteria for fiscal 2013 cash incentive awards to the current executive officers named in the Registrant’s Proxy Statement for the Annual Meeting (the “Proxy Statement”) have been established under the Cash Incentive Plan (the “2013 Cash Incentive Awards”). These awards entitle each recipient to a cash payment in fiscal 2014, based upon level of achievement of certain financial criteria for fiscal 2013. Generally, if the Registrant achieves the predetermined minimum level of achievement, executives are paid a predetermined percentage of base compensation as incentive pay. The percentage of base compensation payable as incentive compensation increases as the return increases. Amounts to be received, if any, by the participants in connection with the 2013 Cash Incentive Awards are based on the Registrant’s fiscal 2013 performance, and, accordingly, the value of the awards is not currently determinable. Disclosure regarding these awards will be included in the Registrant’s proxy statement for its 2014 annual meeting of shareholders.

The description in this Item 5.02 is qualified in its entirety by reference to the Harris Teeter Supermarkets, Inc. 2013 Cash Incentive Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.  For a more complete description of the Cash Incentive Plan, please refer to the Proxy Statement.

ITEM 5.07

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The following are the voting results on each matter submitted to the Registrant’s shareholders at the Annual Meeting.

Proposal 1: The Registrant’s shareholders elected the following eleven nominees as directors, to serve until the next Annual Meeting of Shareholders or until their respective successors are duly elected and qualified, by the following vote: