Ingles Markets (IMKTA) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on April 30, 2026, with shareholders voting on director elections and executive compensation.

• A dissident shareholder, Cap 1 LLC/Summer Road, has nominated an opposition candidate, Rory Held, for a Class A director seat, which the Board does not endorse.

• The Board recommends voting for its slate of nominees and against the opposition nominee, using the WHITE universal proxy card.

• Only shareholders of record as of March 12, 2026, are entitled to vote.

Voting matters and shareholder proposals

• Shareholders will elect eight directors: two by Class A shareholders and six by Class B shareholders.

• Advisory, non-binding vote on executive compensation (say-on-pay) is included.

• Board recommends voting for its nominees and for the executive compensation proposal.

• Shareholders may submit proposals for the 2027 meeting, following specific deadlines and procedures.

Board of directors and corporate governance

• Board set at eight members; two new independent nominees (Dwight Jacobs and Rebekah Lowe) are recommended for Class A seats.

• Board includes a mix of long-serving and new directors, with a majority of independent members among non-family directors.

• The company qualifies as a “Controlled Company” under Nasdaq rules due to majority voting power held by Robert P. Ingle II.

• Board has Executive and Audit/Compensation Committees; no separate nominating committee due to controlled company status.

• All directors attended at least 75% of meetings in fiscal 2025.