Ingles Markets (IMKTA) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on March 3, 2025, to elect eight directors, vote on executive compensation, and consider a shareholder proposal to increase the board size.

• Only shareholders of record as of January 3, 2025, are entitled to vote; voting can be done online, by mail, or during the virtual meeting.

• The board recommends voting for the director nominees and executive compensation, and against the shareholder proposal to expand the board.

Voting matters and shareholder proposals

• Shareholders will elect eight directors: two by Class A shareholders and six by Class B shareholders.

• Advisory, non-binding vote on executive compensation (say-on-pay) is included.

• A shareholder proposal seeks to increase the board from eight to ten members, with more Class A representation; the board opposes this proposal.

• The Chairman, controlling 73% of voting power, intends to vote against the board expansion proposal.

Board of directors and corporate governance

• The board consists of eight members, with a mix of independent and non-independent directors; four are independent.

• The company qualifies as a “Controlled Company” under Nasdaq rules, exempting it from certain governance requirements.

• Two standing committees: Executive Committee and Audit/Compensation Committee; no separate nominating committee.

• Board held four meetings in fiscal 2024; Audit/Compensation Committee held six.

• Directors are compensated with cash retainers and meeting fees.