Village Super Market (VLGE.A) Proxy filing summary

Executive summary

• Annual meeting scheduled for December 13, 2024, will be held virtually, allowing shareholders to attend, vote, and submit questions online.

• Record date for voting is October 14, 2024, with 10,651,144 Class A and 4,203,748 Class B shares outstanding; Class A has one vote per share, Class B has ten votes per share.

• Key agenda items: election of nine directors and ratification of KPMG LLP as independent auditors for fiscal 2025.

• No cumulative voting for directors; directors elected by plurality, and other matters require a majority of votes cast.

Voting matters and shareholder proposals

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

• Proposal to elect directors is considered non-routine; brokers cannot vote uninstructed shares.

• Shareholder proposals for the 2025 meeting must be received by June 30, 2025, and director nominations by October 26, 2025.

Board of directors and corporate governance

• Change in leadership: Robert Sumas stepping down as CEO and interim Chairman effective December 13, 2024; John J. Sumas to become CEO, Nicholas J. Sumas II to become President and Chairman.

• Board consists of nine nominees, all current directors, with detailed backgrounds provided.

• Company is a "controlled company" under NASDAQ rules due to Sumas Family Group's voting power; not required to have a majority of independent directors.

• Board held five meetings in fiscal 2024; all directors attended at least 75% of meetings.

• Board diversity matrix disclosed per NASDAQ Rule 5606.