INGLES MARKETS INC

Regulatory Filings • Feb 17, 2022

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 15, 2022

INGLES MARKETS, INC ORPORATED
(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 15, 2022. At this meeting, the Company’s stockholders voted on the following five proposals:

1. Elect seven members of the Board of Directors by holders of Class A Common Stock and Class B Common Stock to serve until the 2023 Annual Meeting of Stockholders:

Name	Common Stock	Votes For	Votes Withheld
Ernest E. Ferguson	Class A	7,366,611	3,706,532
John R. Lowden	Class A	7,736,909	3,336,234
Fred D. Ayers	Class B*	44,409,960	0
Robert P. Ingle, II	Class B*	44,409,960	0
James W. Lanning	Class B*	44,409,960	0
Laura Ingle Sharp	Class B*	44,409,960	0
Brenda S. Tudor	Class B*	44,409,960	0

1. Consider and vote on a non-binding approval of the Company’s compensation for named executive officers:

	Class A & B *
For	52,773,567
Against	2,655,623
Abstain	53,913
Broker Non-Votes	0

1. Consider and vote on a proposal to amend the Company’s Articles of Incorporation:

	Class A & B *
For	47,389,208
Against	8,043,928
Abstain	49,967
Broker Non-Votes	0

1. Consider and vote on a stockholder proposal concerning equal voting rights per share:

	Class A & B *
For	9,231,305
Against	46,206,996
Abstain	44,802
Broker Non-Votes	0

1. Consider and vote on a stockholder proposal regarding cage free egg progress disclosure:

	Class A & B *
For	4,174,903
Against	49,842,952
Abstain	1,465,248
Broker Non-Votes	0

• 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 16, 2022
By:	/s/ Ronald B. Freeman
	Ronald B. Freeman
	Chief Financial Officer