Ingles Markets (IMKTA) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on April 30, 2026, with shareholders voting on director elections and executive compensation.

• Cap 1 LLC, a dissident shareholder, has nominated an opposition candidate for the Board, leading to a contested election for Class A director seats.

• The Board recommends voting for its slate of nominees and against the opposition nominee, emphasizing the use of the WHITE universal proxy card.

• Only shareholders of record as of March [•], 2026, are entitled to vote.

Voting matters and shareholder proposals

• Shareholders will elect eight directors: two by Class A and six by Class B Common Stock holders.

• An advisory, non-binding vote on executive compensation (say-on-pay) is on the agenda.

• Shareholders may submit proposals for the 2027 meeting, following specific advance notice requirements.

• The Board urges shareholders not to use proxy cards from the dissident shareholder and to vote only using the WHITE universal proxy card.

Board of directors and corporate governance

• The Board consists of eight directors, with new independent nominees Dwight Jacobs and Rebekah Lowe for Class A seats.

• The company qualifies as a "Controlled Company" under Nasdaq rules due to majority voting power held by Robert P. Ingle II.

• The Board has Executive and Audit/Compensation Committees; no separate nominating committee is required.

• Four directors are considered independent.

• All directors attended at least 75% of meetings in fiscal 2025.