Ingles Markets Inc | SHAREHOLDER PROPOSAL TO INCREASE THE SIZE OF THE BOARD at Ingles Markets Inc.,

Status
8.53% votes in favour
AGM date
Previous AGM date
Proposal number
3
Resolution details
Company ticker
IMKTA
Lead filer
Individual
Resolution ask
Amend board structure
ESG theme
  • Governance
ESG sub-theme
  • Independent board
Type of vote
Shareholder proposal
Filer type
Shareholder
Company HQ country
United States
Resolved clause
RESOLVED, that the first sentence of Section 4.2 “Number, Qualification and Term of Office” of the Bylaw’s of the Company be amended and restated in its entirety to read:
“The business and affairs of the Corporation shall be managed by a Board of Directors which shall consist of ten
(10) members.”
Supporting statement
This proposal increases the size of the Board from the current eight (8) directors – with 2 Class A director
seats – to ten (10) directors – with 3 required Class A director seats. We believe that the Board would be improved
with additional independent shareholder representatives who will bring fresh perspectives and transparency. Further,
we believe that the Company’s capital structure demonstrates the urgent need for holders of the Class A Common
Stock to be further represented in the boardroom to ensure that the best interests of ALL shareholders, including the
minority shareholders, are adequately considered in the Company’s Board decision-making process, including the
critical decisions concerning related party transactions and the optimization of the Company’s owned assets.
The current Bylaws provide that the Board have not less than five (5) directors nor more than
eleven (11) directors. Thus, the Bylaws, and prior shareholders adopting such Bylaws, contemplated certain benefits
that might come from having a Board of up to 11 directors in the future. Due to recent performance and growth of the
Company, we believe an increase in the size of the Board within such bounds to 10 directors is now prudent to the
exercise of the Board’s fiduciary duties to the Company’s public shareholders.
As a Company whose management does not hold live earnings calls and is a “controlled company” under
NASDAQ listing rules, the Company should welcome engagement with its public shareholders and new perspectives.
We believe this proposal will allow the Board and shareholders to bring additional expertise to Board meetings to ensure the interests of ALL shareholders are being fervently represented and shareholder value is maximized over time.

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