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Published: 2022-02-17 16:05:24 ET
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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, INCORPORATED
(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
    

2.
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
  
       

3.
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
  

4.
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
  

5.
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