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)
 February 13, 2024
                                                                                                                                                              

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.)

                                                                                                                   
P.O. Box 6676, Asheville, North Carolina 28816
(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 Tuesday, February 13, 2024 (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 2025 Annual Meeting of Stockholders:
 
 Name
Common Stock
Votes For
 
Votes Withheld
Broker
Non-Votes
Ernest E. Ferguson
Class A
  2,283,213
8,919,884
0
John R. Lowden
Class A
  3,158,918
8,044,179
0
Fred D. Ayers
Class B*
42,900,340
       1,970
0
Robert P. Ingle, II
Class B*
42,902,310
             0
0
Patricia E. Jackson
Class B*
42,902,310
             0
0
James W. Lanning
Class B*
42,902,310
             0
0
Laura Ingle Sharp
Class B*
42,900,340
      1,970
0
Brenda S. Tudor
Class B*
42,900,340
      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
50,989,199
Against
  3,077,889
Abstain/Withheld
      38,319
Broker Non-Votes
              0
   

3.
Consider and vote on a stockholder proposal regarding cage free egg progress disclosure as disclosed in the Company’s Proxy Statement for the Annual Meeting:

 
Class A & B *
For
  2,890,476
Against
50,250,807
Abstain/Withheld
     964,124
Broker Non-Votes
               0


4.
Consider and vote on a stockholder proposal concerning risk disclosure related to consumer expectations on significant policy matters as disclosed in the Company’s Proxy Statement for the Annual Meeting:

 
Class A & B *
For
  3,021,489
Against
50,084,380
Abstain/Withheld
    999,538
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:  February 15, 2024
 
 
 
By:
/s/ Patricia E. Jackson
 
 
Patricia E. Jackson
 
 
Chief Financial Officer

v3.24.0.1
Document and Entity Information
Feb. 13, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 13, 2024
Entity Registrant Name INGLES MARKETS, INC
Entity Incorporation, State or Country Code NC
Entity File Number 0-14706
Entity Tax Identification Number 56-0846267
Entity Address, Address Line One P.O. Box 6676
Entity Address, City or Town Asheville
Entity Address, State or Province NC
Entity Address, Postal Zip Code 28816
City Area Code 828
Local Phone Number 669-2941
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000050493
Title of 12(b) Security Class A Common Stock, $0.05 par value per share
Trading Symbol IMKTA
Security Exchange Name NASDAQ
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