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.

• A dissident shareholder, Cap 1 LLC/Summer Road, 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, using the WHITE universal proxy card.

• Only shareholders of record as of March 12, 2026, are entitled to vote.

Voting matters and shareholder proposals

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

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

• Shareholders may submit proposals for the 2027 meeting by December 2, 2026.

• The Board urges shareholders not to use proxy cards from the dissident group.

Board of directors and corporate governance

• The Board consists of eight members, 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.

• Four directors are considered independent; the Board has Executive and Audit/Compensation Committees.

• No nominating committee is required or in place.

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