INGLES MARKETS INC 8-K

What Happened
Ingles Markets, Incorporated announced that on April 29, 2026 its board adopted the Company’s Third Amended and Restated Bylaws, which became effective immediately. The amendments change the threshold to call a special meeting of the board from two directors to four and align a director’s inspection rights with the North Carolina Business Corporation Act, including a procedure for resolving disputes over inspection requests. The Company also held its 2026 Annual Meeting of Shareholders on April 30, 2026 and reported the voting results for the election of eight directors and a non‑binding advisory vote on executive compensation.

Key Details

• Bylaws change effective April 29, 2026: special board meetings may be called by four directors (previously two).
• Bylaws also revise Article 11 to align director inspection rights with the North Carolina Business Corporation Act and set a dispute-resolution procedure. The full Third A&R Bylaws are filed as Exhibit 3.1.
• Director election votes (April 30, 2026):
  • Class A nominees: Dwight Jacobs — For 10,226,605; Withheld 2,422,207. Rebekah Lowe — For 3,406,721; Withheld 9,239,970. Rory Held — For 9,014,729; Withheld 3,634,207.
  • Class B nominees (each): Fred D. Ayers, Robert P. Ingle, II, Patricia E. Jackson, James W. Lanning, Laura Ingle Sharp, Brenda S. Tudor — For 44,270,750; Withheld 1,970 (each).
• Advisory "say-on-pay" (non-binding) vote: For 51,861,483; Against 5,001,102; Abstain/Withheld 76,100. No broker non-votes reported. (Class A shares have one vote each; Class B shares have ten votes each.)

Why It Matters
The bylaw change raises the number of directors required to call a special board meeting, which makes it harder for a small group of directors to convene special board sessions and therefore affects internal governance procedures. Aligning inspection rights with state law clarifies directors’ access to company records and provides a formal process to resolve disputes. The annual meeting results show strong support from Class B shareholders for the board slate and the compensation proposal, while some Class A nominees received substantially more withheld votes, which investors may view as signals about shareholder sentiment. The say-on-pay proposal was approved in a non-binding vote, indicating majority support for the disclosed executive compensation.