Ingles Markets, Inc. Announces 2024 Annual Meeting of Stockholders

TL;DR

<b>Ingles Markets, Inc. will hold its 2024 Annual Meeting of Stockholders on February 13, 2024, to vote on director elections, executive compensation, and two stockholder proposals.</b>

AI Summary

INGLES MARKETS INC (IMKTA) filed a Proxy Statement (DEF 14A) with the SEC on January 4, 2024. The 2024 Annual Meeting of Stockholders for Ingles Markets, Incorporated will be held on Tuesday, February 13, 2024, at 11:00 a.m. Eastern Time. The meeting will take place at The Grove Park Inn, 290 Macon Avenue, Asheville, North Carolina 28804. Key agenda items include the election of eight directors, a non-binding vote on executive compensation, and two stockholder proposals. Stockholder proposals concern cage-free egg progress disclosure and risk disclosure related to consumer expectations on significant policy matters. The filing is a Definitive Proxy Statement (DEF 14A) filed on January 4, 2024.

Why It Matters

For investors and stakeholders tracking INGLES MARKETS INC, this filing contains several important signals. This filing provides crucial details for shareholders to make informed decisions regarding the election of directors and the company's executive compensation policies. Shareholders will have the opportunity to vote on specific proposals impacting animal welfare (cage-free eggs) and corporate risk management related to consumer expectations.

Risk Assessment

Risk Level: low — INGLES MARKETS INC shows low risk based on this filing. The filing is a routine proxy statement with no immediate financial or operational impacts indicated.

Analyst Insight

Shareholders should review the proxy statement to understand the nominees for the board of directors and the details of the executive compensation plan before the February 13, 2024 meeting.

Key Numbers

• 8 — Directors to be elected (To serve until the 2025 Annual Meeting of Stockholders)
• 2024 — Annual Meeting Year (The meeting is the 2024 Annual Meeting)
• 11:00 a.m. Eastern Time — Meeting Time (Time of the Annual Meeting)

Key Players & Entities

• INGLES MARKETS, INCORPORATED (company) — Registrant name
• February 13, 2024 (date) — Date of the Annual Meeting
• The Grove Park Inn (company) — Location of the Annual Meeting
• Asheville, North Carolina (location) — Location of the Annual Meeting
• January 4, 2024 (date) — Filing Date

FAQ

Risk Factors

• Proxy Statement Filing [low — regulatory]: The filing is a Definitive Proxy Statement (DEF 14A) required by SEC regulations.

Industry Context

Ingles Markets, Inc. operates as a grocery store chain. This filing pertains to corporate governance and shareholder voting procedures.

Regulatory Implications

The filing is made pursuant to Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

What Investors Should Do

1. Review the list of director nominees and their qualifications.
2. Understand the details of the executive compensation plan being presented for a non-binding vote.
3. Evaluate the stockholder proposals regarding cage-free eggs and risk disclosure.

Key Dates

• 2024-02-13: 2024 Annual Meeting of Stockholders — Key date for shareholder voting on proposals and director elections.
• 2024-01-04: Filing Date of DEF 14A — Indicates when the proxy materials were officially submitted to the SEC.

Year-Over-Year Comparison

This is a DEF 14A filing, indicating it's the definitive version of the proxy statement, following any preliminary filings.

Key Financial Figures

• $0.05 — of the Company's Class A Common Stock, $0.05 par value per share, and Class B Common
• $500,000 — hose annual base salary is in excess of $500,000; and approve all incentive payments t
• $250,000 — and any incentive payments in excess of $250,000, paid in cash or property, in any calen
• $15,000 — idiaries are paid an annual retainer of $15,000 plus $1,250 for each Board or committee
• $1,250 — paid an annual retainer of $15,000 plus $1,250 for each Board or committee meeting the
• $10,000 — e paid an additional annual retainer of $10,000 for service on such committee, and the

Filing Documents

• ny20013530x1_def14a.htm (DEF 14A) — 568KB
• logo_ingles.jpg (GRAPHIC) — 34KB
• ny20013530x1-pc_1.jpg (GRAPHIC) — 622KB
• ny20013530x1-pc_2.jpg (GRAPHIC) — 465KB
• ny20013530x1-pc_3.jpg (GRAPHIC) — 638KB
• ny20013530x1-pc_4.jpg (GRAPHIC) — 464KB
• ny20013530x1_barchart01x1.jpg (GRAPHIC) — 114KB
• ny20013530x1_barchart02x1.jpg (GRAPHIC) — 135KB
• ny20013530x1_barchart03x1.jpg (GRAPHIC) — 151KB
• ny20013530x1_linechart01.jpg (GRAPHIC) — 87KB
• sig_robertpingleii.jpg (GRAPHIC) — 23KB
• 0001140361-24-000700.txt (&nbsp;) — 7835KB
• imkta-20240213.xsd (EX-101.SCH) — 4KB
• imkta-20240213_def.xml (EX-101.DEF) — 2KB
• imkta-20240213_lab.xml (EX-101.LAB) — 29KB
• imkta-20240213_pre.xml (EX-101.PRE) — 21KB
• ny20013530x1_def14a_htm.xml (XML) — 64KB

EXECUTIVE COMPENSATION AND OTHER INFORMATION

EXECUTIVE COMPENSATION AND OTHER INFORMATION 9 Compensation Discussion and Analysis 9 Elements of Executive Compensation 9 Stockholder Vote on Executive Compensation 11 Management of Compensation – Related Risk 11 Audit/Compensation Committee Report on Executive Compensation 11

Executive Compensation Summary

Executive Compensation Summary 12 SUMMARY COMPENSATION TABLE 12 CEO Pay Ratio 13 Pay Versus Performance 14 Proposal for Advisory Vote on Executive Compensation 16

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS 17 TRANSACTIONS WITH RELATED PERSONS 19 RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 20 Principal Accountant Fees and Services 20 CORPORATE ENVIRONMENTAL, SOCIAL AND GOVERNANCE RESPONSIBILITY 21 Environmental Stewardship 21 Social Impact 21 Governance 21 STOCKHOLDER PROPOSAL REGARDING CAGE FREE EGG PROGRESS DISCLOSURE 22 STOCKHOLDER PROPOSAL CONCERNING RISK DISCLOSURE RELATED TO CONSUMER EXPECTATIONS ON SIGNIFICANT POLICY MATTERS 23 OTHER MATTERS 24 Solicitation of Proxies 24 Stockholders' Proposals for the 2025 Annual Meeting 24 Action on Other Matters at the 2024 Annual Meeting 24 Section 16(a) Beneficial Ownership Reporting Compliance 24 Delinquent Section 16(a) Reports 24 Householding 24 Availability of Form 10-K 25 i TABLE OF CONTENTS INGLES MARKETS, INCORPORATED P. O. BOX 6676 ASHEVILLE, NORTH CAROLINA 28816 ANNUAL STOCKHOLDERS MEETING FEBRUARY 13, 2024 Grove Park Inn 290 Macon Avenue Asheville, North Carolina 28804 PROXY STATEMENT The Board of Directors (the "Board") of Ingles Markets, Incorporated (the "Company", "we", "us", "our" or "Ingles Markets") furnishes you with this Proxy Statement to solicit proxies to be voted at the 2024 Annual Meeting of Stockholders of the Company (the "Annual Meeting"). The Annual Meeting will be held at the Grove Park Inn, 290 Macon Avenue, Asheville, North Carolina, on Tuesday, February 13, 2024, at 11:00 a.m. Eastern Time, for the purposes set forth in the Notice of Annual Meeting of Stockholders that accompanies this Proxy Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials, (the "E-pr

Executive compensation decisions made during fiscal 2023, that

Executive compensation decisions made during fiscal 2023, that were not made exclusively by the Board or the Audit/Compensation Committee, were made by the Chairman of the Board, the Chief Executive Officer, and in certain instances consultation with appropriate members of management. Messrs. Ayers and Ferguson and Ms. Tudor did not have any relationships with the Company that would require disclosure under "Transactions With Related Persons," nor would any relationship be considered a compensation committee interlock requiring disclosure in this Proxy Statement pursuant to SEC rules and regulations. None of our named executive officers served as a member of a compensation committee or a director of another entity under the circumstances requiring disclosure in this Proxy Statement pursuant to SEC rules and regulations. 5 TABLE OF CONTENTS Meetings of the Board of Directors and Committees; Director Compensation The Board held four formal meetings during fiscal 2023. The Executive Committee held no formal meetings during fiscal 2023 but met periodically on an informal basis. The Audit/Compensation Committee held ten formal meetings during fiscal 2023 and met periodically on an informal basis during Board meetings and as required for other purposes. Other than Mr. Lowden, each director attended at least 75% of all meetings of the Board and of the committees of the Board on which he or she served during fiscal 2023. See "Committees of the Board of Directors." Directors who are not officers of the Company or any of its subsidiaries are paid an annual retainer of $15,000 plus $1,250 for each Board or committee meeting they attend. Audit/Compensation Committee members other than the Chairman of such committee are paid an additional annual retainer of $10,000 for service on such committee, and the Chairman of the Audit/Compensation Committee is paid an additional annual retainer of $15,000. The following director compensation table sets forth, for the fiscal yea

View Full Filing

View this DEF 14A filing on SEC EDGAR