INGLES MARKETS INC
For the period ended Mar 3, 2025. Filed Jan 17, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 3, 2025 · Filed Jan 17, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
INGLES MARKETS, INCORPORATED
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
|---|---|
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
INGLES MARKETS, INCORPORATED
P.O. BOX 6676
ASHEVILLE, NORTH CAROLINA 28816
NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, MARCH 3, 2025
To the Shareholders of Ingles Markets, Incorporated:
NOTICE IS HEREBY GIVEN that Ingles Markets, Incorporated (the “Company”) will hold its 2025 Annual Meeting of Shareholders (the “Annual Meeting”) virtually on Monday, March 3, 2025, at 11:00 a.m. Eastern Time. The Annual Meeting will be a completely virtual meeting of the shareholders conducted via live webcast. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/IMKTA2025. The Annual Meeting is being held for the following purposes:
| 1. | To elect eight directors to serve until the 2026 Annual Meeting of Shareholders; |
| 2. | To consider and vote on a non-binding approval of the Company’s compensation for named executive officers, as disclosed in this Proxy Statement; |
| 3. | To vote on a shareholder proposal regarding increasing the size of the Company’s board of directors; and |
| 4. | To consider any other business that is properly presented at the Annual Meeting and any adjournment or postponement thereof. |
The foregoing proposals and other matters relating to the Annual Meeting are described in the Proxy Statement that accompanies this Notice.
Only shareholders of record of the Company’s Class A Common Stock, $0.05 par value per share, and Class B Common Stock, $0.05 par value per share, at the close of business on January 3, 2025, are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. We will make available at the Company’s corporate offices a list of shareholders as of the close of business on January 3, 2025, for inspection during normal business hours during the ten-day period immediately preceding the Annual Meeting.
Pursuant to rules adopted by the Securities and Exchange Commission, we have provided access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials, referred to as the E-proxy notice, on or about January 17, 2025, to our shareholders of record on January 3, 2025. The E-proxy notice contains instructions for your use of this process, including how to access our Proxy Statement and 2024 Annual Report and how to vote. In addition, the E-proxy notice contains instructions on how you may receive a paper copy of the Proxy Statement and 2024 Annual Report or elect to receive your Proxy Statement and 2024 Annual Report over the Internet.
It is important that your shares be represented at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please vote by proxy as soon as possible over the Internet as instructed in the E-proxy notice, or, if you receive paper copies of the proxy materials by mail, you can also vote by mail by following the instructions on the proxy card. If you are a holder of record of common stock, you may also cast your votes at the virtual Annual Meeting. If your shares are held in “street name” (that is, held for your account by a broker or other nominee), you will receive instructions from your broker or other nominee as to how to vote your shares.
By Order of the Board of Directors
Robert P. Ingle, II Chairman of the Board
Asheville, North Carolina
January 17, 2025
YOUR VOTE IS IMPORTANT.
PLEASE VOTE OVER THE INTERNET AS INSTRUCTED IN THESE MATERIALS OR COMPLETE, DATE, SIGN AND RETURN A PROXY CARD AS PROMPTLY AS POSSIBLE.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.