Village Super Market Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect the nine Board nominees to serve as directors for the ensuing year.

2. 2

   Ratification of Appointment of Independent Auditors

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending July 31, 2027.

3. 3

   Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   Proposal 3 asks shareholders to approve, on a non-binding advisory basis, the compensation paid to Village Super Market’s named executive officers. The resolution covers the compensation disclosures presented throughout the proxy statement rather than approving a single pay element or contract. The vote does not bind the Company, the Board, or the Compensation Committee, but the Compensation Committee states that it will consider the result in future compensation decisions. The Company’s program includes base salaries, annual cash bonuses, restricted stock, retirement benefits, health and welfare benefits, and limited perquisites. Fiscal 2026 compensation decisions included 3% salary increases for each named executive officer, bonuses that were collectively 5% lower than in fiscal 2025, and a transition from three-year cliff-vesting equity grants to annual grants with generally three-year graded vesting. Management cites performance and retention considerations, including a 7% decrease in adjusted net income and the need to support leadership continuity. The Company also notes that most named executive officers hold substantial Company stock, which it views as aligning management with shareholders. Shareholders previously expressed a preference for triennial advisory votes, and the Company expects the next vote in 2029. The Board unanimously recommends voting FOR the proposal, while the filing reports that more than 94% of votes cast supported the comparable 2023 advisory resolution.

4. 4

   Approval of the Village Super Market, Inc. 2026 Equity Incentive Plan

   ManagementBoard: FOR

   Approve the 2026 Equity Incentive Plan to succeed the expiring 2016 Plan and authorize 1,200,000 shares of Class A Stock for equity and related awards.

   More detail

   Proposal 4 asks shareholders to approve the Village Super Market, Inc. 2026 Equity Incentive Plan as the successor to the amended 2016 Plan. The 2016 Plan is scheduled to expire on December 16, 2026, creating a need for new authority to grant equity awards. The proposed plan would reserve 1,200,000 Class A shares, described as approximately 8% of outstanding Common Stock as of October 12, 2026. It permits stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, incentive bonuses, and other cash- and stock-based awards. Eligible recipients include employees, officers, directors, prospective service providers, and non-employee directors of the Company and its subsidiaries. The Board argues that continued equity capacity is necessary to attract, retain, and motivate personnel and to align participants’ interests with shareholders. The plan supports the Company’s transition from three-year cliff-vesting grants to annual awards generally vesting in equal installments over three years, a structure management believes better supports retention, succession planning, and leadership continuity. The Board estimates that the proposed share reserve could support the equity program for approximately 10 years, although actual duration will depend on award levels, stock price, and participant counts. The plan includes a $300,000 annual accounting-value limit for non-employee director awards, increased to $500,000 in a director’s initial year, and expires for new grants on December 11, 2036. The Board unanimously recommends voting FOR approval, asserting that the plan provides a responsible framework for equity compensation and that failure to approve it would leave the Company without the ability to maintain the desired incentive program.

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When is the Village Super Market Inc 2026 annual meeting?

Village Super Market Inc (VLGEA) holds its 2026 annual shareholder meeting on Friday, December 11, 2026.

What is the record date for the Village Super Market Inc 2026 meeting?

The record date for the Village Super Market Inc 2026 meeting is Monday, October 12, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Village Super Market Inc's 2026 meeting?

The board is presenting 9 director nominees at the Village Super Market Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Village Super Market Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Village Super Market Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.