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    Ingles Markets Incorporated filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    3/5/25 4:16:28 PM ET
    $IMKTA
    Food Chains
    Consumer Staples
    Get the next $IMKTA alert in real time by email
    imkta20250305_8k.htm
    false 0000050493 0000050493 2025-03-03 2025-03-03
     
    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
     
    FORM 8-K
     
    CURRENT REPORT
    Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
     
     
    Date of Report (Date of earliest event reported) March 3, 2025
                      
     
    INGLES MARKETS, INCORPORATED

    (Exact name of registrant as specified in its charter)
     
     
    North Carolina 0-14706 56-0846267
    (State or other jurisdiction 
    of incorporation)
    (Commission 
    File Number)
    (IRS Employer
    Identification No.)
                     
     
    2913 U.S. Hwy. 70 West, Black Mountain, NC 28711
    (Address of principal executive offices) (Zip Code)
     
    Registrant’s telephone number, including area code (828) 669-2941
             
    N/A

    (Former name or former address, if changed since last report.)
     
     
    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))
     
    Securities registered pursuant to Section 12(b) of the Act:
    Title of each class
    Trading Symbol(s)
    Name of each exchange on which registered
    Class A Common Stock, $0.05 par value per share
    IMKTA
    The NASDAQ Global Select Market
     
    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
     
    Emerging growth company
    ☐
       
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
    ☐
     
     

     
     
     
    Item 5.07. Submission of Matters to a Vote of Security Holders.
     
    The Annual Meeting of Stockholders of Ingles Markets, Incorporated (the “Company”) was held Monday, March 3, 2025 (the “Annual Meeting”). Set forth below are the proposals voted on by the Company’s stockholders at the Annual Meeting and the results of such votes:
     
    1.
    Elect eight members of the Board of Directors by holders of Class A Common Stock and Class B Common Stock, as applicable, to serve until the 2026 Annual Meeting of Stockholders:
     
    Name
     
    Common Stock
     
    Votes For
       
    Votes Withheld
       
    Broker
    Non-Votes
     
    Ernest E. Ferguson
     
    Class A
        3,785,274       7,957,256       0  
    John R. Lowden
     
    Class A
        1,973,822       9,768,708       0  
    Fred D. Ayers
     
    Class B*
        42,800,560       0       0  
    Robert P. Ingle, II
     
    Class B*
        42,798,590       1,970       0  
    Patricia E. Jackson
     
    Class B*
        42,800,560       0       0  
    James W. Lanning
     
    Class B*
        42,800,560       0       0  
    Laura Ingle Sharp
     
    Class B*
        42,798,590       1,970       0  
    Brenda S. Tudor
     
    Class B*
        42,798,590       1,970       0  
     
    2.
    Consider and vote on a non-binding approval of the Company’s compensation for named executive officers as disclosed in the Company’s Proxy Statement for the Annual Meeting:
     
       
    Class A & B *
     
    For
        50,789,689  
    Against
        3,725,692  
    Abstain
        27,709  
    Broker Non-Votes
        0  
     
    3.
    Consider and vote on a stockholder proposal to increase the size of the Company’s board of directors as disclosed in the Company’s Proxy Statement for the Annual Meeting:
     
       
    Class A & B *
     
    For
        4,646,573  
    Against
        49,816,921  
    Abstain
        79,596  
    Broker Non-Votes
        0  
     
    No other matters were considered or voted upon at the Annual Meeting.
     
    * Holders of Class A Common Stock have one vote per share and the holders of Class B Common Stock have ten votes per share.
     
     

     
     
    SIGNATURES
     
    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 hereunto duly authorized.
     
    INGLES MARKETS, INCORPORATED
      (Registrant)  
    Date: March 5, 2025
    By:
    /s/ Patricia E. Jackson
    Patricia E. Jackson
    Chief Financial Officer
     
     
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