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  4. [8-K] INGLES MARKETS INC Reports Material Event

Ingles Markets (NASDAQ: IMKTA) tightens board rules and posts 2026 vote tallies

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Ingles Markets, Incorporated reported two governance developments. On April 29, 2026, the board adopted Third Amended and Restated Bylaws. The changes require four directors, rather than two, to call special board meetings and align director inspection rights with the North Carolina Business Corporation Act.

The company also held its 2026 Annual Meeting of Shareholders on April 30, 2026. Class A shareholders cast 10,226,605 votes for and 2,422,207 votes withheld for director nominee Dwight Jacobs, and 9,014,729 for and 3,634,207 withheld for Rory Held. A Class A and B proposal received 51,861,483 votes for, 5,001,102 against and 76,100 abstentions, with no broker non-votes.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Special meeting call threshold 4 directors Directors now required to call special board meetings under Article Five, Section 5.3(A)
Votes for Dwight Jacobs (Class A) 10,226,605 votes for Director election at 2026 Annual Meeting, Class A Common Stock
Votes withheld for Dwight Jacobs (Class A) 2,422,207 votes withheld Director election at 2026 Annual Meeting, Class A Common Stock
Votes for Rory Held (Class A) 9,014,729 votes for Director election at 2026 Annual Meeting, Class A Common Stock
Votes withheld for Rory Held (Class A) 3,634,207 votes withheld Director election at 2026 Annual Meeting, Class A Common Stock
Votes for Class B nominees 44,270,750 votes for Each listed Class B director nominee at 2026 Annual Meeting
Class A & B proposal votes for 51,861,483 votes for Combined Class A and B voting on one proposal at 2026 Annual Meeting
Class A & B proposal votes against 5,001,102 votes against Combined Class A and B voting on one proposal at 2026 Annual Meeting
Third Amended and Restated Bylaws regulatory
"the board of directors ... adopted the Company’s Third Amended and Restated Bylaws"
North Carolina Business Corporation Act regulatory
"to align a director’s inspection rights with the North Carolina Business Corporation Act"
special meetings of the Board regulatory
"to provide that special meetings of the Board may be called by four, rather than two, directors"
broker non-votes financial
"Broker Non-Votes | | | 0"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Class A Common Stock financial
"Holders of Class A Common Stock have one vote per share"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
Class B Common Stock financial
"holders of Class B Common Stock have ten votes per share"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Understanding 8-K Material Events →
false 0000050493 0000050493 2026-04-29 2026-04-29
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) April 29, 2026
 
 
INGLES MARKETS, INCORPORATED
(Exact name of registrant as specified in its charter)
 
 
North Carolina 0-14706 56-0846267
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
 
 
 
2913 U.S. Hwy. 70 West, Black Mountain, North Carolina 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 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On April 29, 2026, the board of directors (the “Board”) of Ingles Markets, Incorporated, a North Carolina corporation (the “Company”), adopted the Company’s Third Amended and Restated Bylaws (the “Third A&R Bylaws”), which amended and restated in their entirety the Company’s Second Amended and Restated By-Laws to: (i) amend Article Five, Section 5.3(A) to provide that special meetings of the Board may be called by four, rather than two, directors; and (ii) amend Article Eleven, Section 11.3(C) to align a director’s inspection rights with the North Carolina Business Corporation Act and make clear the procedure for resolving a disagreement regarding a director’s entitlement to inspection of particular records. The Third A&R Bylaws became effective upon adoption by the Board on April 29, 2026.
 
The foregoing description of the Third A&R Bylaws is only a summary and is qualified in its entirety by the full text of the Third A&R Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.03.
 
Item 5.07.
Submission of Matters to a Vote of Security Holders.
 
The Company’s 2026 Annual Meeting of Shareholders was held Thursday, April 30, 2026 (the “Annual Meeting”). Set forth below are the proposals voted on by the Company’s shareholders 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 2027 Annual Meeting of Shareholders:
 
Name
  
Common Stock
  
Votes For
    
Votes Withheld
    
Broker
Non-Votes
  
Dwight Jacobs
  
Class A
     10,226,605       2,422,207       0  
Rebekah Lowe
  
Class A
     3,406,721       9,239,970       0  
Rory Held
  
Class A
     9,014,729       3,634,207       0  
Fred D. Ayers
  
Class B*
     44,270,750       1,970       0  
Robert P. Ingle, II
  
Class B*
     44,270,750       1,970       0  
Patricia E. Jackson
  
Class B*
     44,270,750       1,970       0  
James W. Lanning
  
Class B*
     44,270,750       1,970       0  
Laura Ingle Sharp
  
Class B*
     44,270,750       1,970       0  
Brenda S. Tudor
  
Class B*
     44,270,750       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
     51,861,483  
Against
     5,001,102  
Abstain/Withheld
     76,100  
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.
 
Item 9.01         Financial Statements and Exhibits.
 
Exhibit
Number
  
Description
3.1
  
Third Amended and Restated Bylaws of Ingles Markets, Incorporated
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
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: May 5, 2026
 
By:
/s/ Patricia E. Jackson
Patricia E. Jackson
Chief Financial Officer
 
 

Source: View Original Filing on SEC EDGAR

FAQ

What governance changes did Ingles Markets (IMKTA) make on April 29, 2026?

Ingles Markets’ board adopted Third Amended and Restated Bylaws on April 29, 2026. The revisions require four directors, instead of two, to call special board meetings and clarify directors’ rights to inspect company records under the North Carolina Business Corporation Act.

How did Ingles Markets (IMKTA) change rules for calling special board meetings?

The bylaws now require that special meetings of the board be called by four directors rather than two. This increases the threshold for convening unscheduled board sessions, affecting how easily directors can initiate special board-level discussions or decisions.

What did Ingles Markets (IMKTA) disclose about director inspection rights?

The updated bylaws amend Article Eleven, Section 11.3(C) to align director inspection rights with the North Carolina Business Corporation Act. They also clarify procedures for resolving disagreements about a director’s entitlement to inspect particular corporate records, giving more explicit guidance on handling such disputes.

How did Ingles Markets (IMKTA) shareholders vote on director nominees in 2026?

At the 2026 Annual Meeting, Class A shareholders cast 10,226,605 votes for and 2,422,207 withheld for director nominee Dwight Jacobs, and 9,014,729 for and 3,634,207 withheld for nominee Rory Held. Several Class B nominees each received 44,270,750 votes for and 1,970 withheld.

What were the overall Class A and B voting results at Ingles Markets’ 2026 meeting?

Across Class A and B shares, one proposal received 51,861,483 votes for, 5,001,102 against and 76,100 abstentions, with no broker non-votes. This indicates strong overall support among voting shareholders for the matter presented at the 2026 Annual Meeting.

How many votes do Ingles Markets (IMKTA) Class A and Class B shares carry?

Ingles Markets states that each share of Class A Common Stock carries one vote, while each share of Class B Common Stock carries ten votes. This dual-class structure gives Class B shareholders significantly greater voting power relative to Class A holders per share.

Filing Exhibits & Attachments

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