UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)
February 12, 2021
                                                                                                                                                              

INGLES MARKETS INCORPORATED
(Exact name of registrant as specified in its charter)


North Carolina
0-14706
56-0846267
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

                                                                                                                   
P.O. Box 6676, Asheville, North Carolina 28816
(Address of principal executive offices)
(Zip Code)


Registrant’s telephone number, including area code
(828) 669-2941
                                                                                                                                                                                 

N/A
(Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, $0.05 par value per share
IMKTA
The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
   
Emerging growth company

   
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of Ingles Markets, Incorporated was held Tuesday, February 9, 2021. At this meeting, the Company’s stockholders voted on the following proposals:

1.
Elect eight members of the Board of Directors by holders of Class A Common Stock and Class B Common Stock to serve until the 2022 Annual Meeting of Stockholders:
 
 Name
 
Common Stock
 
Votes For
   
Votes Withheld
 
Ernest E. Ferguson
 
Class A
   
8,753,511
     
2,016,868
 
John R. Lowden
 
Class A
   
9,179,043
     
1,591,336
 
Fred D. Ayers
 
Class B
   
5,776,049
     
197
 
Ronald B. Freeman
 
Class B
   
5,776,246
     
0
 
Robert P. Ingle, II
 
Class B
   
5,776,246
     
0
 
James W. Lanning
 
Class B
   
5,776,049
     
197
 
Laura Ingle Sharp
 
Class B
   
5,776,246
     
0
 
Brenda S. Tudor
 
Class B
   
5,776,246
     
0
 

2.
Consider and vote on a non-binding approval of the Company’s compensation for named executive officers:

   
Class A & B *
 
For
   
68,239,718
 
Against
   
252,063
 
Abstain
   
41,058
 

3.
To recommend, by non-binding vote, the frequency of executive compensation votes:

   
Class A & B *
 
1 Year
   
67,502,715
 
2 Years
   
20,212
 
3 Years
   
977,716
 
Abstain
   
32,196
 

4.
Consider and vote on a stockholder proposal concerning assigning one vote per share:

   
Class A & B *
 
For
   
8,492,632
 
Against
   
59,909,475
 
Abstain
   
130,732
 


* Holders of Class A Common Stock have one vote per share and the holders of Class B Common Stock have ten votes per share.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



    INGLES MARKETS, INCORPORATED  
     (Registrant)  
       
       
Date:  February 12, 2021
By:
/s/ Ronald B. Freeman  
    Ronald B. Freeman  
   
Chief Financial Officer