Village Super Market (VLGE.A) Proxy filing summary

Executive summary

• Annual meeting scheduled for December 12, 2025, will be held virtually, allowing shareholders to attend, vote, and submit questions online.

• Shareholders will vote on electing nine directors and ratifying KPMG LLP as independent auditors for fiscal 2026.

• The company is classified as a "controlled company" under NASDAQ rules due to the Sumas Family Group's voting power.

• Proxy materials and annual reports are available online, and shareholders can vote by internet, phone, or mail.

Voting matters and shareholder proposals

• Proposals include electing nine directors and ratifying KPMG LLP as independent auditors.

• Directors are elected by plurality; auditor ratification requires a majority of votes cast.

• Shareholder proposals for the 2026 meeting must be submitted by June 30, 2026; director nominations by October 26, 2025.

Board of directors and corporate governance

• Board consists of nine nominees, all current directors, with extensive experience in retail, finance, technology, and philanthropy.

• The company does not have a majority of independent directors or independent nominating/compensation committees due to its controlled status.

• Board held seven meetings in fiscal 2025, with all directors attending at least 75% of meetings.

• Executive Committee authorized to act on corporate policies and performance.

• Shareholders may submit director nominations and communicate with the board via written correspondence.