SEC Form DEF 14A filed by Village Super Market Inc.

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The 2024 annual meeting of the shareholders of Village Super Market, Inc. (the “Annual Meeting”) will be held online on Friday, December 13, 2024 at 10:00 A.M., Eastern Time. Our Annual Meeting will be hosted in a completely virtual format that will provide a consistent experience to all our shareholders regardless of where they are located. At our virtual Annual Meeting, shareholders will be able to attend, vote your shares and submit questions by visiting www.virtualshareholdermeeting.com/VLGEA2024.

The Annual Meeting is being held for the following purposes:

The Board of Directors of the Company has fixed the close of business on October 14, 2024 as the record date for the determination of the shareholders entitled to notice of and to vote at the Annual Meeting and any adjournment thereof.

By order of the Board of Directors,

JOHN P. SUMAS,

Secretary

October 28, 2024

This Proxy Statement and the accompanying form of proxy are being furnished to shareholders of Village Super Market, Inc. (the “Company”) in connection with the solicitation by and on behalf of the Board of Directors of the Company (the “Board of Directors”) of proxies to be voted at the 2024 annual meeting of shareholders of the Company (the “Annual Meeting”) held on Friday, December 13, 2024 at 10:00 A.M., Eastern Time and at all postponements or adjournments thereof. The Annual Meeting will be held in a completely virtual format. You will not be able to attend the Annual Meeting physically. At our virtual Annual Meeting, shareholders will be able to attend, vote your shares and submit questions by visiting www.virtualshareholdermeeting.com/VLGEA2024. To participate in the virtual Annual Meeting, you will need the control number included in your proxy card or voting instruction form. This Proxy Statement was mailed and/or made available to shareholders on or about October 28, 2024.

At the close of business on October 14, 2024, the Company had outstanding and entitled to vote 10,651,144 shares of Class A common stock, no par value (“Class A Stock”), and 4,203,748 shares of Class B common stock, no par value (“Class B Stock”). The holders of the outstanding shares of Class A Stock are entitled to one vote per share and the holders of Class B Stock are entitled to ten votes per share. Shareholders of record at the close of business on October 14, 2024 are entitled to vote at this meeting.

All shares of Common Stock represented by properly executed proxies will be voted at the Annual Meeting, unless such proxies previously have been revoked. Unless the proxies indicate otherwise, the shares of Common Stock represented by such proxies will be voted for the election of the Board of Directors’ nominees for directors and to ratify the selection of KPMG LLP as independent auditors. Management does not know of any other matter to be brought before the Annual Meeting.

Directors are elected by a plurality of the number of votes cast. The director nominees who receive the greatest number of votes at the Annual Meeting (up to the total number of directors to be elected) will be elected. As a result, withheld votes and “broker non-votes” (see below), if any, will not affect the outcome of the vote on the election of directors. Consequently, only shares that are voted in favor of a particular nominee will be counted toward such nominee’s achievement of a plurality. You may not vote your shares cumulatively for the election of directors. With respect to each other matter to be voted upon, a vote of a majority of the number of votes cast is required for approval. Abstentions, withheld votes and “broker non-votes” will not be counted as votes cast with respect to each matter.

Any shareholder who executes and delivers a proxy may revoke it at any time prior to its use by: (a) delivering written notice of such revocation to the Secretary of the Company at its office; (b) delivering to the Secretary of the Company a duly executed proxy bearing a later date; or (c) by voting online at the Annual Meeting.

You may own common shares in one or both of the following ways — either directly in your name as the shareholder of record, or indirectly through a broker, bank or other holder of record in “street name.” If your shares are registered directly in your name, you are the holder of record of these shares and we are sending these proxy materials directly to you. As the holder of record, you have the right to give your proxy directly to us. If you hold your shares in “street name,” your broker, bank or other holder of record is sending these proxy materials to you. As a holder in “street name,” you have the right to direct your broker, bank or other holder of record how to vote by completing the voting instruction form that accompanies your proxy materials. If you hold shares in “street name” and wish to vote your shares directly, you must contact your broker, bank or other holder of record to obtain the instructions and documentation required. Regardless of how you hold your shares, we invite you to attend the Annual Meeting.

The holders of a majority of the shares of the capital stock issued and outstanding on the record date and entitled to vote at the Annual Meeting must be present, in person or by proxy, at the Annual Meeting in order to have the required quorum for the transaction of business. Abstentions, withheld votes and “broker non-votes” will be counted for the purpose of determining whether a quorum is present.

With respect to the ratification of the appointment of KPMG LLP (Proposal 2), and the approval of any other matter that may properly come before the Annual Meeting, the affirmative vote of a majority of the votes cast, is required to approve these proposals. As a result, abstentions, withheld votes and “broker non-votes” (see below), if any, will not affect the outcome of the vote on these proposals.

Holders of the Class A Stock and Class B Stock will not have any dissenters’ rights of appraisal in connection with any of the matters to be voted on at the Annual Meeting.

Banks and brokers acting as nominees are permitted to use discretionary voting authority to vote proxies for proposals that are deemed “routine” by the New York Stock Exchange (the exchange that makes such determinations), but are not permitted to use discretionary voting authority to vote proxies for proposals that are deemed “non-routine” by the New York Stock Exchange. A broker “non-vote” occurs when a proposal is deemed “non-routine” and a nominee holding shares for a beneficial owner does not have discretionary voting authority with respect to the matter being considered and has not received instructions from the beneficial owner. The determination of which proposals are deemed “routine” versus “non-routine” may not be made by the New York Stock Exchange until after the date on which this proxy statement has been mailed to you. As such, it is important that you provide voting instructions to your bank, broker or other nominee, if you wish to determine the voting of your shares.

Under the applicable rules governing such brokers, we believe Proposal 2 to ratify the appointment of KPMG LLP as our independent registered public accounting firm is likely to be considered a “routine” item. This means that brokers may vote using their discretion on such proposal on behalf of beneficial owners who have not furnished voting instructions. In contrast, certain items are considered “non-routine”, and a “broker non-vote” occurs when brokers do not receive voting instructions from beneficial owners with respect to such items because the brokers are not entitled to vote such uninstructed shares. We believe Proposal 1 to elect directors is likely to be considered “non-routine”, which means that brokers cannot vote your uninstructed shares when they do not receive voting instructions from you. Furthermore, if approval of Proposal 2 is deemed by the New York Stock Exchange to be a “non-routine” matter, brokers will not be permitted to vote on Proposal 2 if the broker has not received instructions from the beneficial owner.

If your shares are held of record by a bank, broker, or other nominee, we urge you to give instructions to your bank, broker, or other nominee as to how you wish your shares to be voted so you may participate in the stockholder voting on these important matters.

On September 19, 2024, Robert Sumas notified the Board of Directors of his decision to step down as Chief Executive Officer and interim Chairman of the Board of Directors effective December 13, 2024. Mr. Sumas will remain employed by the Company as a Senior Advisor to the executive team to ensure a smooth transition of duties. Mr. Sumas also plans to continue to serve the Company as a member of its Board of Directors.

The Board of Directors plans to appoint John J. Sumas as the new Chief Executive Officer and Nicholas J. Sumas II as President and Chairman of the Board of Directors effective December 13, 2024.

The following nine persons are being nominated by the Board of Directors of the Company for election as directors at the Annual Meeting. If elected, they will serve until their successors are duly elected and qualified. Directors shall be elected by a plurality of the votes cast. All of the nominees are now directors of the Company.

Certain information is given below with respect to each nominee for election as a director. The table below and the following paragraphs list their respective ages, positions and offices held with the Company, the period served as a director and business experience during the past 5 years. Robert Sumas is the father of Nicholas J. Sumas II and the uncle of John J. Sumas. John P. Sumas is the uncle of Perry J. Blatt. The other nominees are not related.

The following table sets forth information concerning the nominees for director:

Robert Sumas was appointed Chief Executive Officer and Vice Chairman of the Board of Directors in 2017 and served as President from 2009 through 2018. He has served variously as Executive Vice President, Chief Operating Officer, Secretary and a Director of the Company since 1969. Robert Sumas is Chairman of Wakefern’s Health and Beauty Aids Committee and is a member of Wakefern’s Retail Technology, Capital Management and Nonfoods Committees. The Board of Directors concluded that Robert Sumas should continue to serve as a Director of the Company in part due to his extensive knowledge of the Company and Wakefern obtained over his 61 year career with the Company.

John P. Sumas has served as Vice President and a Director of the Company since 1982. Since 1989, he has served as an Executive Vice President. He has responsibility for the Company’s frozen food and dairy operations. John P. Sumas is a member of Wakefern’s Frozen Food and Dairy Committees. The Board of Directors concluded that John P. Sumas should continue to serve as a Director of the Company in part due to his extensive knowledge of Wakefern and the Company obtained over his 51 year career with the Company.

Nicholas J. Sumas II has served as a Director since 2009, Co-President since 2018 and was the Company’s Chief Marketing Officer from 2014 to 2018. Mr. Sumas is also an executive officer of Wakefern and a member of the Wakefern Board of Directors. Mr. Sumas has held a diversity of supervisory positions since his employment in 1994 and was Vice President from 2007 through 2014. He is Chairman of Wakefern’s Digital Commerce, Vice Chairman of the Operations Excellence and Meat Committees, and is a member of Wakefern’s Nominating and Governance, CGO and Finance Committees. The Board concluded that Nicholas J. Sumas II should continue to serve as a Director of the Company in part due to his in-depth knowledge of Wakefern and the Company.

John J. Sumas has served as a Director since 2009, Co-President since 2018 and was the Company’s Chief Operating Officer from 2014 to 2018, General Counsel from 2007 through 2019 and Vice President from 2007 through 2014.

He is Chairman of Wakefern’s Food Service Committee, Chairman of Wakefern’s Retail Employee Relations Committee, and a member of Wakefern’s Sales and Merchandise, Insurance and Shop-Rite Retail Services Committees. The Board of Directors concluded that John J. Sumas should continue to serve as a Director of the Company in part due to his knowledge of Wakefern and the Company, as well as his legal experience.

Perry J. Blatt is the Director of E-Commerce and Business Development for the Company. Mr. Blatt also oversees all corporate giving, corporate communication, and community outreach programs for Village and is President of the Sumas Family Foundation. He has held a diversity of supervisory positions in the Company in operations, merchandising, marketing and corporate communications since his employment in 2002. Mr. Blatt is Chairman of Wakefern’s Frozen Food Committee, a member of Wakefern’s Dairy Committee and has previously served as a member of Wakefern’s Sales and Merchandising and Price-Rite Operating Committees. He is currently a member of Wakefern's Government Relations committee, as well as its Environmental committee. Mr. Blatt has served as a Board member and Trustee for the Community Food Bank of New Jersey since 2020. In 2024 he was elected as a board member to the New Jersey Food Council. The Board concluded that Perry Blatt should continue to serve as a Director of the Company in part due to his in-depth knowledge of Wakefern and the Company.

Kevin Begley has served as a Director since 2009 and was the Company’s Chief Financial Officer from 1987 until his retirement in December 2014. In addition, he served as Treasurer from 2002 through 2014. Mr. Begley is a Certified Public Accountant. Mr. Begley also served as a Director of Push to Walk, a non-profit organization that provides individualized workouts and resources to people with spinal cord injuries and other forms of paralysis from 2015 to 2018. The Board of Directors concluded that Kevin Begley should continue to serve as a Director of the Company in part due to his extensive knowledge of the Company and his finance and accounting knowledge obtained over his 40 year career.

Steven Crystal has served as a Director since 2001 and has served as the Chairman of the Audit Committee from 2001 through 2016. Mr. Crystal has retail experience through his ownership in various retail businesses in Nevada, including a HONDA motorcycle dealership, a furniture store and formerly an ACE hardware store. Since 1980, Mr. Crystal has been a member of the New York Commodity Exchange and the New York Mercantile Exchange. He traded commodities as a floor broker on the exchange from 1980 through 1987. During his tenure with NYMEX and COMEX, he served as a member of the new products (creating the Crude Oil contract), finance, arbitration, and budgeting and planning committees. He still holds memberships with NYMEX and COMEX and continues to trade electronically. Between 2005 and 2009, Mr. Crystal served as a Commodity Trading Advisor and Commodity Pool Operator while he managed Crystal Investment Partners, L.P. a registered hedge fund with the National Futures Association and the Commodity Futures Trading Commission. In addition, Mr. Crystal owns and operates various residential and commercial properties through his numerous private family partnerships (located in NJ, NV, CA and UT). From 1998 through 2013, Mr. Crystal owned and operated 5 auto parts stores in Nevada and California under the A C Delco brand for General Motors, Inc. Since 2014, he has served as the President of the Homeowners Associations of Rancho Teresina in Scottsdale, Arizona. Since 2014, Mr. Crystal is licensed by the Nevada Gaming Control Board and the Nevada Gaming Commission, and was the Chairman of the Board and President of a start-up company formerly called Automated Cashless Systems, Inc. (now known as Cashless Holdings, Inc.) until its sale in 2021. Mr. Crystal also joined the Board of the International Center for Responsible Gaming in 2022. Currently, Mr. Crystal spends much of his time doing philanthropic work through the Crystal Family Charitable Foundation. He serves as Assistant Treasurer and member of the investment of finance committee for the Jewish National Fund and is a Board member and Chairman of the investment committee of Honor Health Foundation (formerly Scottsdale Health). Since 2022, Mr. Crystal is the managing General Partner of Off My Grid, LLC, a company developing a 300 mega-watt Solar Farm in southern Arizona, a Board Member of DCS, Inc., a company specializing in legacy social media digital keys and is the co-founder and managing member of Brave Bear Ventures, LLC, a venture capital fund. The Board of Directors has concluded that Steven Crystal should continue to serve as a Director of the Company due to his vast knowledge of the Company obtained through his more than 23 years of service on the Board of Directors, as well as, his broad experience in owning, managing and supervising various retail, real estate and investment entities.

Stephen F. Rooney has served as a Director since 2009. Mr. Rooney is Chief Credit Officer and a member of Orange Bank & Trust's senior management team after serving nine years in the same position with Unity Bank. Previous to these, he was a financial analyst with Standard & Poor’s asset-backed securities group and a corporate lending officer

with CoreStates Bank where he focused on the retail industry, with a specialty in supermarket lending. The board concluded that Stephen F. Rooney should continue to serve as a Director of the Company due to his strong financial background and past lending experience with the retail industry.

Prasad Pola has a distinguished career spanning over two decades, encompassing key leadership roles across the retail, e-commerce, and healthcare sectors. Mr. Pola previously served as the Chief Technology Officer at Plated, a food-tech company acquired by Albertsons, where he led the product, engineering, data science and customer service teams. Prior to Plated, Mr. Pola held product and technology leadership roles at Amazon.com, Inc. subsidiary Quidsi, Provide Commerce and Tommy Hilfiger Corp. The Board concluded that Prasad Pola should continue to serve as a Director of the Company due to his extensive knowledge and experience in e-commerce, retail, technology infrastructure and digital transformation

The Board recommends that the shareholders vote FOR all the nominees named above for election to the Board of Directors. With respect to the election of directors (Proposal 1), directors are elected by a plurality of the voting power of the shares of our capital stock present or represented by proxy and entitled to vote, and the director nominees who receive the greatest number of votes at the Annual Meeting (up to the total number of directors to be elected) will be elected. As a result, abstentions, withheld votes and “broker non-votes”, if any, will not affect the outcome of the vote on the first proposal.

The Certificate of Incorporation includes a provision that no director shall be personally liable for monetary damages to the Company or its shareholders for a breach of any fiduciary duty except for: (i) breach of a director’s duty of loyalty; (ii) acts and omissions not in good faith or which involve intentional misconduct or a knowing violation of law; and (iii) any transaction from which a director derived an improper personal benefit.

The Company is a “controlled company” under the corporate governance rules of NASDAQ. Therefore the Company is not required to and does not have (1) a majority of independent directors; (2) a nominating committee comprised solely of independent directors to identify and recommend nominees to the Board of Directors; or (3) a compensation committee comprised solely of independent directors. The Company qualifies as a controlled company due to the ownership by the Sumas Family Group of shares allowing it to cast more than 50% of the votes eligible to be cast for the election of directors. The Board of Directors has determined that each non-management director is independent as defined by the rules promulgated by the Securities and Exchange Commission (the “SEC”) and the listing standards of NASDAQ.

The Board of Directors held five meetings in fiscal 2024. All directors attended at least 75% of the meetings of the Board of Directors, and meetings of committees of the Board of Directors on which the director served, during the time such director served on the Board of Directors or relevant committee thereof.

The Company has a policy of requiring all directors standing for election at an annual meeting of shareholders to attend such meeting, unless unforeseen circumstances arise. All ten directors attended the 2023 annual meeting of shareholders of the Company held on December 15, 2023.

The Executive Committee, which consists of Robert Sumas, John P. Sumas, John J. Sumas and Nicholas J. Sumas II meets on call and is authorized to act on all matters pertaining to corporate policies and overall Company performance.

The Board of Directors reviews its leadership structure in light of the Company’s then current needs, governance trends, and other factors. The Board of Directors reviews and considers whether the positions of Chairman and CEO should be combined or separated as part of an ongoing review of the effectiveness of the Company’s governance structure. As a result, the roles of Chairman and CEO have been split from time to time to facilitate leadership transitions, while at other times the roles have been combined.

Effective December 15, 2017, the Board of Directors separated governance responsibilities between the Chairman and CEO roles. These roles are currently combined on an interim basis due to the passing of William P. Sumas, Chairman of the Board, in July 2024. The Company will separate these roles with its planned appointment of John J. Sumas as Chief Executive Officer and Nicholas J. Sumas II as President and Chairman of the Board of Directors effective December 13, 2024. The Board of Directors believes that this structure provides an effective balance between strong Company leadership and appropriate safeguards and oversight at this time.

Management is responsible for the day to day management of the risks that the Company faces, while the Board of Directors as a whole and through its committees, has responsibility for the oversight of risk management. The Board of Directors and its committees receive periodic reports from financial, legal and other management members regarding the most significant risks facing the Company. In addition, the Audit Committee assists the Board of Directors in its oversight role by receiving periodic reports regarding the Company’s risk and control environment.

The Compensation Committee consists of Robert Sumas, Chief Executive Officer; John P. Sumas, Executive Vice President; John J. Sumas, Co-President; Steven Crystal and Stephen Rooney, independent directors. The Compensation Committee of the Board of Directors has the primary responsibility for establishing the compensation paid to the executive officers of the Company, including the named executive officers who are identified in the Summary Compensation Table below. This includes base salary, bonus awards and supplemental retirement plans. The full Board of Directors reviews and approves restricted share awards and stock option grants. During fiscal 2024, the Compensation Committee met twice. The Compensation Committee does not utilize a charter.

The Audit Committee is comprised of three directors, Steven Crystal, Kevin Begley and Stephen Rooney. All current Audit Committee members are independent as defined by the listing standards of NASDAQ. The Audit Committee: (1) monitors the integrity of the Company’s financial reporting process and systems of internal controls regarding financial, accounting, regulatory and legal compliance; (2) retains and monitors the independence and performance of the Company’s independent auditors; (3) provides an avenue of communication among the independent auditors, management and the Board of Directors; and (4) approves in advance the services to be provided and the fees paid to the independent registered public accounting firm for all services provided. The Audit Committee operates under a charter adopted by the Board of Directors, which is attached to this Proxy Statement as Appendix A. During fiscal 2024, the Audit Committee met eight times.

The Board of Directors has determined that Stephen Rooney is an “audit committee financial expert” as defined by applicable SEC regulations and that all members of the Audit Committee are able to read and understand financial statements as required by NASDAQ regulations.

The following table sets forth certain information with respect to the beneficial ownership of the Company’s capital stock by: (i) persons known by the Company to own beneficially more than 5% of its Class A Stock or Class B Stock; (ii) each director of the Company; (iii) the named executive officers; and (iv) all directors and executive officers of the Company as a group.

For purposes of the following table, beneficial ownership is determined in accordance with the applicable SEC rules and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as otherwise noted in the footnotes to the table, the Company believes that each person or entity named in the table has sole voting and investment power with respect to all shares of the Company’s Class A Stock and Class B Stock shown as beneficially owned by that person or entity (or shares such power with his or her spouse).

The percentage of the securities beneficially owned by each person or entity named in the following table is based on (i) 10,651,144 shares of Class A Stock issued and outstanding as of October 14, 2024, and (ii) 4,203,748 shares of Class B Stock issued and outstanding as of October 14, 2024. Shares of Class A Stock reported in the second column entitled “Class A Stock – Shares Owned” in the following table also include the shares of Class A Stock underlying the shares of Class B Stock, as applicable. Each share of Class B Stock is convertible into one share of Class A Stock at any time. Except as otherwise noted below, the address for persons listed in the table is c/o Village Super Market, Inc., 733 Mountain Avenue, Springfield, New Jersey 07081.

The Audit Committee is comprised of three independent directors, as defined by the rules promulgated by the SEC and the listing standards of NASDAQ, and operates under a charter adopted by the Board of Directors. The members of the Committee are Steven Crystal (Chair), Kevin Begley and Stephen Rooney. The Audit Committee appoints the Company’s independent auditors.

Management is responsible for the Company’s internal controls and the financial reporting process. The independent auditors are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and to issue a report thereon. In addition, the independent auditors are responsible for expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes.

In the performance of its oversight function, the Audit Committee has reviewed and discussed with management and the independent auditors the audited consolidated financial statements for the year ended July 27, 2024, management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of July 27, 2024, and the independent auditor’s evaluation of the effectiveness of the Company’s internal control over financial reporting as of that date. The Audit Committee has received from the independent auditors written disclosures pursuant to Auditing Standard No. 1301, “Communications with Audit Committees,” as adopted by the Public Company Accounting Oversight Board (“PCAOB”), and discussed with the independent auditors the matters required to be discussed by the standards of the PCAOB and the SEC.

The Company’s independent auditors also provided to the Audit Committee the written disclosures required by the applicable standards of the PCAOB, and the Audit Committee discussed with the independent auditors their independence. On the basis of these items, the Audit Committee determined that KPMG LLP is independent.

The Audit Committee discussed with the Company’s independent auditors the overall scope and plans for their audit of the Company’s financial statements and meets periodically with the Company’s auditors to discuss the results of their examinations, their evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting.

Based upon the Audit Committee’s discussions with management and the independent auditors and the Audit Committee’s review of the representations of management and the report of the independent auditors, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended July 27, 2024 filed with the Securities and Exchange Commission (the “2024 Form 10-K”).

Audit Committee

STEVEN CRYSTAL, CHAIRMAN

Kevin Begley

Stephen F. Rooney

The full Board of Directors acts on all matters concerning the identification, evaluation and nomination of director candidates. The Board of Directors does not utilize a charter in performing this function. As a matter of policy, the Board of Directors will consider nominations of director candidates submitted by any shareholder upon the submission of the names and biographical data of the candidates (including any relationship to the proposing shareholder) in writing to the Board of Directors at 733 Mountain Avenue, Springfield, New Jersey, 07081. Information regarding director candidates for election to the Board of Directors in 2024 must be submitted by July 1, 2024.

The Board of Directors’ process for evaluating candidates recommended by any shareholder is the same as for candidates recommended by the Board of Directors, management or others. In searching for appropriate candidates, the Board of Directors adheres to criteria established for the consideration and selection of candidates. The Board of Directors views the candidate’s qualifications in light of the needs of the Board and the Company at that time given the then current mix of director attributes. Among other criteria, the Board of Directors may consider the following skills, attributes and competencies of a new member: (i) possessing the highest ethical standards and integrity; (ii) a willingness to act on and be accountable for decisions of the Board of Directors; (iii) an ability to provide prudent, informed and thoughtful counsel to top management on a broad range of issues; (iv) relevant industry or business knowledge; (v) senior management experience and demonstrated leadership; (vi) financial literacy; and (vii) individual backgrounds that provide a portfolio of experience and knowledge commensurate with the Company’s needs. Each director candidate will be considered without regard to gender, race, religion, national origin or sexual orientation.

The following presents the gender and demographic background of each of our current directors and nominees in accordance with NASDAQ Rule 5606, as self-disclosed by the directors and nominees. As we pursue future Board development and recruitment efforts, we will continue to seek out candidates who can contribute to the diversity of views and perspectives of our Board.

Shareholders and other interested parties may communicate with the Board of Directors by sending written communication to the directors c/o the Company’s Secretary, Village Super Market, Inc., 733 Mountain Avenue, Springfield, New Jersey 07081. All such communications will be reviewed by the Secretary to determine which communications will be forwarded to the directors. All communications will be forwarded except those that are related to Company products, are solicitations, or otherwise relate to improper or irrelevant topics, as determined in the sole discretion of the Secretary. The Secretary shall report to the Board of Directors on the number and nature of communications that were determined not to be forwarded.

The Company has a written Code of Ethics that applies to, among others, the Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer. During fiscal 2024, there were no changes to, or waivers of, the Code of Ethics. The Company will furnish a copy of the Code of Ethics, without charge, to each person who forwards a written request to the Company’s Secretary, Village Super Market, Inc., 733 Mountain Avenue, Springfield, New Jersey 07081. The Code of Ethics is also available at www.sec.gov as an Exhibit to the 2024 Form 10-K.

The following table sets forth information concerning the Company’s executive officers and certain biographical information furnished by them:

The Company’s executive officers are elected by, and serve at the discretion of, the Board. The business experience for the past five years, and in some instances, for prior years, of each of the Company’s executive officers is as follows:

Robert Sumas has served as our Chief Executive Officer since 2017 and served as President from 2009 through 2018. For Robert Sumas’s biography, please see the section above entitled “Nominees for Election.”

John P. Sumas has served as an Executive Vice President since 1989. For John P. Sumas’s biography, please see the section above entitled “Nominees for Election.”

Nicholas J. Sumas II has served as Co-President since 2018 and was the Company’s Chief Marketing Officer from 2014 to 2018 and a Vice President from 2008 through 2014. For Nicholas J. Sumas II’s biography, please see the section above entitled “Nominees for Election.”

John J. Sumas has served as Co-President since 2018 and was the Company’s Chief Operating Officer from 2014 to 2018, General Counsel from 2007 through 2019 and Vice President from 2007 through 2014. For John J. Sumas’s biography, please see the section above entitled “Nominees for Election.”

John Van Orden, has served as Chief Financial Officer, Treasurer and principal financial officer since 2014 and was Controller and principal accounting officer from 2011 to 2014. Prior to joining the Company in 2011, Mr. Van Orden held various positions of increasing responsibility within KPMG LLP’s audit practice.

Luigi Perri has served as Controller and principal accounting officer since 2014. Prior to joining the Company in 2014, Mr. Perri served as the North America Retail Controller for Ralph Lauren Corporation. Prior to that, Mr. Perri held positions at both the Hertz Corporation and KPMG LLP. He is also a Certified Public Accountant in the state of New Jersey.

At the 2023 annual meeting of shareholders of the Company, we held our fifth advisory vote on executive compensation. Over 94% of the votes cast were in favor of this advisory proposal. The Compensation Committee considered this favorable outcome when deciding to make no material changes in the structure of our compensation programs. The Compensation Committee will continue to consider the results from the future advisory votes to be held every three years on executive compensation, in accordance with the advisory vote of shareholders of the Company in 2023.

The following table sets forth information for each named executive officer with respect to each award of restricted stock that was made at any time, had not vested and remained outstanding at July 27, 2024. There were no option awards outstanding for any named executive officer at July 27, 2024; thus that portion of the table is omitted.

The Compensation Committee approves and grants equity awards at approximately the same time every three years. Outside of the three-year grant cycle, we may make restricted stock awards in connection with a new hire or retention grant. All awards are granted under a shareholder-approved plan and stock options are granted at an exercise price at or above the closing market price of the Company's common stock on the date of grant. Equity awards, including options, are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed on the basis of option or equity grant dates.

As required by Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following disclosure is provided about the relationship between executive compensation and the Company’s performance on select financial metrics. The “Compensation Actually Paid” and other compensation figures shown here are calculated in accordance with applicable regulatory guidance.

The table below shows the relationship between the compensation actually paid to the PEO and Average non-PEO NEOs relative to net income for 2024 and 2023.

 

The table below shows the relationship between the compensation actually paid to the PEO and Average non-PEO NEOs relative to Village Super Market’s TSR for 2024 and 2023.

 

The following table describes the fiscal year 2024 compensation for non-employee directors. Employee directors receive no compensation for their service on the Board of Directors.

Non-employee directors are currently paid an annual retainer of $50,000. In addition, the Chairman of the Audit Committee is paid $2,500. No meeting fees are currently paid. In addition, the Company has periodically granted to each of its non-employee directors either options to purchase shares or restricted shares.

Other than compensation arrangements for our named executive officers and directors, which are described in the section entitled “Executive Compensation,” we have had the following transactions or series of similar transactions, since July 27, 2022, to which we were a party or will be a party, in which (1) the amounts involved exceeded or will exceed $120,000; and (2) any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

It is the Company’s policy that the Audit Committee review and approve any transactions with related persons in excess of $120,000. There were no transactions required to be reviewed or approved in fiscal 2024.

Section 16(a) of the Securities and Exchange Act of 1934, as amended, requires the Company’s executive officers and directors to file with the SEC reports of ownership and reports of changes in ownership of Class A Stock and Class B Stock. Copies of these reports must also be furnished to the Company. Based solely on a review of these filings and written representations from reporting persons, the Company believes that all filing requirements applicable to its executive officers and directors were complied with during fiscal 2024.

The appointment by the Audit Committee of KPMG LLP as independent auditors to audit the consolidated financial statements of the Company for the fiscal year ending July 26, 2025 is to be submitted at the meeting for ratification or rejection. The consolidated financial statements of the Company for the 2024, 2023, and 2022 fiscal years were audited by KPMG LLP.

Representatives of KPMG LLP are expected to attend the Annual Meeting and will be given the opportunity to make a statement if they wish to do so and will be available to respond to appropriate questions.

Although ratification by the shareholders of the appointment of independent auditors is not required, the Audit Committee will reconsider its appointment of KPMG LLP if such ratification is not obtained. Ratification shall require a majority of the votes cast.

The following table presents fees for professional services rendered by KPMG LLP for the audit of the Company’s annual consolidated financial statements for fiscal 2024 and 2023, and fees billed for other services rendered by KPMG LLP:

The Audit Committee pre-approved all services described above for fiscal 2024 and 2023, including any non-audit services, and has determined that these fees and services are compatible with maintaining the auditors’ independence.

The Company’s Audit Committee requires that each service provided by our independent auditor be pre-approved by the committee. However, the committee has empowered the chair of the committee to grant such approval on its behalf as to matters that arise between Audit Committee meetings.

The Board of Directors recommends that the shareholders vote FOR the ratification of KPMG LLP as the Company’s independent auditors for fiscal 2025. The approval of the ratification of the appointment of KPMG as the Company’s independent registered accounting firm for fiscal 2025 will require the affirmative vote of a majority of all of the votes cast. As a result, abstentions and broker non-votes, if any, and any other failure to submit a proxy or vote in person at the meeting, will not affect the outcome of the vote of Proposal 2.

In order for a shareholder proposal to be eligible to be included in our proxy statement and proxy card for the 2025 Annual Meeting, the proposal must (1) be received by us at our principal executive offices, 733 Mountain Avenue, Springfield, New Jersey 07081, attn: Secretary, no later than June 30, 2025, and (2) concern a matter that may be properly considered and acted upon at the annual meeting in accordance with applicable laws, regulations and our Bylaws and policies, and must otherwise comply with Rule 14a-8 of the Securities Exchange Act of 1934, as amended.

In order to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act by October 26, 2025.

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements. This means that only one copy of this Proxy Statement may have been sent to multiple shareholders in the same household. We will promptly deliver a separate copy of this Proxy Statement to any shareholder upon written or oral request to: Village Super Market, Inc., 733 Mountain Avenue, Springfield, New Jersey 07081, or by phone at (973) 467-2200. Any shareholder who wants to receive a separate copy of this Proxy Statement, or of our proxy statements or annual reports in the future, or any shareholder who is receiving multiple copies and would like to receive only one copy per household, should contact the shareholder’s bank, broker, or other nominee record holder, or the stockholder may contact us at the address and phone number above.

The Company will furnish a copy of the 2024 Form 10-K, without exhibits, without charge to each person who forwards a written request, including a representation that he was a record or beneficial holder of the Company’s Common Stock on October 14, 2024. Requests are to be addressed to the Secretary of the Company, Village Super Market, Inc., 733 Mountain Avenue, Springfield, New Jersey 07081.

All expenses incurred in connection with the preparation and circulation of this Proxy Statement in an amount that would normally be expended in connection with the Annual Meeting in the absence of a contest will be paid by the Company. No solicitation expenses will be incurred. Management does not know of any other business that will be presented at the Annual Meeting.

By order of the Board of Directors,

JOHN P. SUMAS,

Secretary

October 28, 2024

The Audit Committee (the “Committee”) is appointed by, and reports to, the Board of Directors (the “Board”) to assist the Board in fulfilling its oversight responsibilities. The Committee’s responsibilities include:

The Committee has the authority to conduct any investigation it deems appropriate to fulfilling these responsibilities and shall have direct access to the independent auditors. The Committee can retain, at the Company’s expense, any legal, accounting or other consultants or experts it deems necessary in the performance of its duties. The independent auditors shall report directly to the Committee.

Committee members shall meet the requirements of the NASDAQ and the Securities and Exchange Commission. The Committee shall be comprised of three or more directors, as determined by the Board, each of whom shall be independent, non-executive directors free from any relationship that would interfere with independent judgment. All members of the Committee must be financially literate and able to understand and evaluate fundamental financial statements. In addition, at least one member of the Committee shall have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background, which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer, or other senior officer with financial oversight responsibilities.

Audit Committee members shall be appointed by, and a Chairman designated by, the Board. No member of the Committee can be removed except by majority of the independent directors of the full Board then in office.

The Committee shall meet at least four times annually, or more frequently as circumstances require. The Committee Chairman shall prepare and/or approve an agenda in advance of each meeting. The Committee should meet privately in executive session, at least annually, with management, the independent auditors, and as a committee to discuss any matters that the Committee, or each of these groups believe should be discussed. In addition, the Committee should communicate with management and the independent auditors quarterly to review the Company’s financial statements and any significant findings by the auditors. The Chairman is responsible for ensuring that Minutes are maintained for each meeting and subsequently approved by the Committee.

The Committee is directly responsible for the appointment, compensation, retention and oversight of the work of the independent registered public accounting firm or for performing audit or attest services. The independent registered public accounting firm reports directly to the Committee.