Ingles Markets Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of eight directors to the Board: two directors elected by holders of Class A Common Stock and six directors elected by holders of Class B Common Stock, each to serve until the 2027 Annual Meeting.

2. 2

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (a 'say-on-pay' vote).

   More detail

   This management proposal requests an advisory, non-binding shareholder vote to approve the compensation paid to the named executive officers as disclosed in the proxy materials (commonly called a 'say-on-pay' vote). Management and the Audit/Compensation Committee seek shareholder endorsement to validate their approach to executive pay, which is intended to attract, motivate, and retain executives while aligning pay with company and individual performance. The proposal does not change compensation directly; it is advisory and will not bind the Board or committee, but the Board states it values shareholder feedback and will consider the outcome in future decisions. The company explains that compensation includes base salary, discretionary annual cash bonuses tied to profitability and individual performance, retirement and health benefits, and matching contributions, and that the committee exercises oversight over awards and significant incentive payments. The Board notes shareholder approval in prior years and indicates no material changes in pay arrangements in response to the prior advisory vote. The Board recommends a vote FOR, asserting the program is administered by an independent Audit/Compensation Committee and is designed to balance risk and reward without creating incentives reasonably likely to produce material adverse risk. As an advisory measure, failure of the proposal would signal shareholder dissatisfaction and could trigger further engagement or adjustments by the committee; passage affirms management’s current compensation philosophy and governance processes. Evaluating this proposal requires weighing the disclosed pay levels (including large discretionary bonuses for certain executives), the company’s performance metrics (net income and TSR disclosures), and the governance context that includes a controlled-company structure that may affect independent oversight. The Board’s rationale emphasizes the subjective, performance-based nature of bonuses and the committee’s role, while opponents (if any) could point to high total pay figures relative to median employee pay (the disclosure shows a 132:1 CEO pay ratio) when judging whether compensation is appropriate.

Upcoming shareholder meetings at Ingles Markets Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Ingles Markets Inc 2026 annual meeting?

Ingles Markets Inc (IMKTA) holds its 2026 annual shareholder meeting on Thursday, April 30, 2026.

What is the record date for the Ingles Markets Inc 2026 meeting?

The record date for the Ingles Markets Inc 2026 meeting is Thursday, March 12, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Ingles Markets Inc's 2026 meeting?

The board is presenting 8 director nominees at the Ingles Markets Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Ingles Markets Inc 2026 meeting?

Shareholders will vote on 2 proposals at the Ingles Markets Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.