imkta20250305

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)

March 3, 2025

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.)

2913 U.S. Hwy. 70 West, Black Mountain, NC	28711
(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 (the “Company”) was held Monday, March 3, 2025 (the “Annual Meeting”). Set forth below are the proposals voted on by the Company’s stockholders at the Annual Meeting and the results of such votes:

1.	Elect eight members of the Board of Directors by holders of Class A Common Stock and Class B Common Stock, as applicable, to serve until the 2026 Annual Meeting of Stockholders:

Name	Common Stock	Votes For		Votes Withheld		Broker Non-Votes
Ernest E. Ferguson	Class A		3,785,274		7,957,256		0
John R. Lowden	Class A		1,973,822		9,768,708		0
Fred D. Ayers	Class B*		42,800,560		0		0
Robert P. Ingle, II	Class B*		42,798,590		1,970		0
Patricia E. Jackson	Class B*		42,800,560		0		0
James W. Lanning	Class B*		42,800,560		0		0
Laura Ingle Sharp	Class B*		42,798,590		1,970		0
Brenda S. Tudor	Class B*		42,798,590		1,970		0

2.	Consider and vote on a non-binding approval of the Company’s compensation for named executive officers as disclosed in the Company’s Proxy Statement for the Annual Meeting:

	Class A & B *
For		50,789,689
Against		3,725,692
Abstain		27,709
Broker Non-Votes		0

3.	Consider and vote on a stockholder proposal to increase the size of the Company’s board of directors as disclosed in the Company’s Proxy Statement for the Annual Meeting:

	Class A & B *
For		4,646,573
Against		49,816,921
Abstain		79,596
Broker Non-Votes		0

No other matters were considered or voted upon at the Annual Meeting.

* 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: March 5, 2025
	By:	/s/ Patricia E. Jackson
		Patricia E. Jackson
		Chief Financial Officer