8-K
VILLAGE SUPER MARKET INC (VLGEA)
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): December 16, 2022
VILLAGE SUPER MARKET, INC.
(Exact Name of Registrant as specified in its charter)
| New Jersey | 0-2633 | 22-1576170 |
|---|---|---|
| (State or Other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
733 Mountain Avenue
Springfield, New Jersey 07081
(Address of principal executive offices)
Registrant’s telephone number, including area code
(973) 467-2200
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 (see General Instruction A.2. below):
[☐] Written communication 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:
| Class A common stock, no par value | VLGEA | NASDAQ |
|---|---|---|
| (Title of Class) | (Trading Symbol) | (Name of exchange on which registered) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 16, 2022, the Village Super Market, Inc. Board of Directors elected Steven Crystal to serve as Chairman of the Audit Committee of the Board of Directors of the Company. Mr. Crystal has served as a Director of the Company since 2001. The Company’s previous Chairman of the Audit Committee, Stephen Rooney, will remain a member of the Company’s Board of Directors and Audit Committee.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company’s annual meeting of shareholders was held on December 16, 2022. The following persons were elected as directors pursuant to the following votes:
| Directors | For | Withheld |
|---|---|---|
| Robert Sumas | 40,938,830 | 3,718,025 |
| William Sumas | 41,713,005 | 2,943,850 |
| John P. Sumas | 40,908,929 | 3,747,926 |
| Kevin Begley | 42,168,846 | 2,488,009 |
| Nicholas Sumas | 41,778,655 | 2,878,200 |
| John J. Sumas | 40,909,409 | 3,747,446 |
| Steven Crystal | 41,691,316 | 2,965,539 |
| Stephen Rooney | 42,146,154 | 2,510,701 |
| Prasad Pola | 42,256,970 | 203,948 |
| Perry J. Blatt | 44,452,907 | 2,399,885 |
The shareholders approved a proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year. The vote totals were as follows: For – 44,400,418; Against – 240,789; Abstain – 15,648.
Item 8.01 Other Events
On December 16, 2022, the Company announced that its Board of Directors declared quarterly cash dividends of $0.25 per Class A common share and $0.1625 per Class B common share. The dividends will be payable on January 26, 2023 to shareholders of record at the close of business on January 5, 2023.
Item 9.01 Financial Statements and Exhibits
| Description | |
|---|---|
| 99.1 | Press Release |
Signature
Pursuant to the requirements of the Securities and Exchange Act of 1934. the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Village Super Market, Inc. | |
|---|---|
| Dated: December 16, 2022 | /s/ John L. Van Orden |
| John L. Van Orden | |
| (Chief Financial Officer) |
Document
Exhibit 99.1
VILLAGE SUPER MARKET, INC.
EXECUTIVE OFFICES
733 Mountain Avenue
Springfield, New Jersey 07081
VILLAGE SUPER MARKET, INC.
DECLARES QUARTERLY DIVIDEND
| Contact: | John Van Orden, CFO |
|---|---|
| (973) 467-2200 | |
| VillageInvestorRelations@wakefern.com |
Springfield, New Jersey – December 16, 2022 - The Board of Directors of Village Super Market, Inc. (NSD-VLGEA) declared quarterly cash dividends of $0.25 per Class A common share and $0.1625 per Class B common share. The dividends will be payable on January 26, 2023 to shareholders of record at the close of business on January 5, 2023.
Village Super Market operates a chain of 34 supermarkets under the ShopRite and Fairway names in New Jersey, Maryland, New York and eastern Pennsylvania and four specialty markets under the Gourmet Garage name in New York City.