Ingles Markets (IMKTA) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on April 30, 2026, with shareholders voting on the election of eight directors and an advisory vote on executive compensation.

• A dissident shareholder, Cap 1 LLC, has nominated an opposition candidate for a Class A director seat, which the Board does not endorse.

• The Board urges shareholders to use the WHITE universal proxy card and vote only for the Board's nominees.

• 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.

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

• Shareholders may submit proposals for the 2027 meeting following specific procedures and deadlines.

• Universal proxy card lists both Board and opposition nominees; overvoting will invalidate director votes.

Board of directors and corporate governance

• The Board consists of eight members, with new independent nominees for Class A seats.

• Four directors are independent; the company qualifies as a "Controlled Company" under Nasdaq rules.

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

• Directors are paid annual retainers and meeting fees; all attended at least 75% of meetings in 2025.

• Board vacancies are filled through internal discussions; no formal policy for shareholder-recommended candidates.