Weis Markets Inc

This management proposal asks shareholders to cast a non-binding advisory vote approving the Company’s executive compensation disclosures and the design of its pay programs for Named Executive Officers. Management frames its compensation program as pay-for-performance, designed to attract and retain qualified executives while aligning long-term executive incentives with shareholder interests through a mix of base salary, annual cash incentives, a Chief Executive Officer Incentive Award Plan, and a Long Term Incentive Plan. The Board and Compensation Committee emphasize use of benchmarking and consultant input (Willis Towers Watson) and describe specific performance metrics (net sales and Modified Return On Invested Capital) used in annual and long-term incentive calculations. The proposal is advisory and non-binding, so management will review voting results but is not legally required to change compensation policies; nevertheless, the Board states it will consider shareholder feedback when designing future arrangements. Contextually, the Company is a controlled company with the Weis family holding majority voting power, which can reduce external governance pressure but also makes shareholder signals important for governance optics and institutional investor relations. The proxy discloses recent outcomes (e.g., performance achieved vs. targets, payouts earned, recoupment actions tied to a restatement) which provide shareholders with evidence to assess whether pay matched performance. The Board recommends a FOR vote, arguing that the programs are competitively positioned, include clawback/recoupment policies, and are tied to measurable financial metrics; critics may note the Company’s small peer group, limited equity usage, and concentrated family control which can complicate external alignment. Given non-binding nature, investors should weigh the disclosed metrics, recent restatement-related clawback recoveries, and governance structure when interpreting the advisory vote’s signal value.

This management proposal asks shareholders to choose the preferred frequency for future non-binding advisory votes on executive compensation (one, two, or three years). Management and the Board formally recommend a three-year frequency, arguing that the Company’s compensation policies are long-term in nature and that a multi-year approval cycle provides sufficient time for incentive programs to operate and be evaluated without creating annual distractions. The Board’s rationale emphasizes the multi-year design of incentive plans (annual and long-term incentives tied to multi-year objectives) and contends that more frequent votes could lead to short-termism or unnecessary meeting burden. Because the vote is advisory and non-binding, the result will guide but not compel the Board’s cadence; however, a strong shareholder preference could influence governance practices and investor relations. The company context — a controlled company with the Weis family holding a majority of voting power — means the Board can implement its preferred cadence but still benefits from demonstrating responsiveness to broader shareholder sentiment. Institutional investors often favor triennial votes to balance oversight and stability; some activists prefer annual votes to increase accountability. Shareholders should therefore assess whether the Company’s compensation framework and governance responsiveness justify the Board’s three-year recommendation or whether more frequent advisory input would be preferable.

This is a catch-all agenda item that grants the meeting the authority to consider and vote on any additional matters properly presented at the Annual Meeting that are not specifically enumerated in the proxy materials. Management’s proxy card authorizes designated proxies to vote in their discretion on any such other business, and the proxy statement states management does not currently intend to bring other matters before the meeting and is not aware of any other eligible matters. From a governance perspective, this item is standard practice to ensure the meeting can transact unforeseen but properly noticed items; it typically carries no substantive policy change and is non-controversial unless a shareholder or third party timely submits a novel proposal. Because the Company’s by-laws set notice deadlines for shareholder proposals and management stated no other matters are expected, investor impact is minimal; however, shareholders should be aware that the proxies can exercise discretion on truly unexpected items. The Board provides no specific recommendation for hypothetical other business, beyond the general authorization in the proxy, and any material matter brought forward would be evaluated on its merits against applicable disclosure, legal and governance standards.