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Published: 2021-12-27 16:20:32 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)
 December 27, 2021
                                                                                                                                                              

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 5.02
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On December 27, 2021, Ronald B. Freeman, Vice President-Finance and Chief Financial Officer of Ingles Markets, Incorporated, a North Carolina corporation (the “Company”), delivered notice of his retirement, effective February 16, 2022.  The Company’s search for his successor will begin immediately and include both internal and external candidates.  Concurrently with his notice of retirement, Mr. Freeman notified the Company that he would not stand for reelection as a director at the Company’s next Annual Meeting of Stockholders, which is currently scheduled for February 15, 2022.  Mr. Freeman’s service as a director will conclude immediately following such Annual Meeting.  Mr. Freeman’s notice not to stand for reelection was not due to any disagreement with the Company.
 
Item 7.01
Regulation FD Disclosure.
 
On December 27, 2021, the Company issued a press release, announcing Mr. Freeman’s retirement.  A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01.
 
The information contained in this Item 7.01, including in Exhibit 99.1 attached hereto, is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, except to the extent such other filing specifically incorporates such information by reference.
 
Item 9.01
Financial Statements and Exhibits.

(d) Exhibits
 
Exhibit
Number
  

Description
 
     
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)


 
 
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:
December 27, 2021
  
   
By:  /s/ Ronald B. Freeman                   
   
Ronald B. Freeman
   
Chief Financial Officer