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 13, 2024
VILLAGE SUPER MARKET, INC.
(Exact Name of Registrant as specified in its charter)
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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:
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| 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 13, 2024 the Village Super Market, Inc. Board of Directors appointed John J. Sumas as Chief Executive Officer and Nicholas J. Sumas II as President and Chairman of the Board of Directors.
John J. Sumas has served as a Director since 2009, and has been a Co-President since 2018. Mr. Sumas has held a diversity of supervisory positions since his employment in 1987, including Chief Operating Officer, General Counsel and Vice President.
Nicholas J. Sumas II has served as a Director since 2009, and has been a Co-President since 2018. Mr. Sumas has held a diversity of supervisory positions since his employment in 1994, including Chief Marketing Officer and Vice President. Mr. Sumas is also an executive officer of Wakefern and a member of the Wakefern Board of Directors.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company’s annual meeting of shareholders was held on December 13, 2024. The final results are set forth below.
Election of Directors:
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| Directors | For | Withheld | Broker Non-Votes |
| John J. Sumas | 37,139,746 | 3,708,141 | 1,408,639 |
| Nicholas J. Sumas II | 37,594,674 | 3,253,213 | 1,408,639 |
| Robert Sumas | 37,094,621 | 3,753,266 | 1,408,639 |
| John P. Sumas | 37,106,018 | 3,741,869 | 1,408,639 |
| Kevin Begley | 37,477,542 | 3,370,345 | 1,408,639 |
| Steven Crystal | 36,715,976 | 4,131,911 | 1,408,639 |
| Stephen Rooney | 37,502,826 | 3,345,061 | 1,408,639 |
| Prasad Pola | 37,548,872 | 3,299,015 | 1,408,639 |
| Perry J. Blatt | 37,883,063 | 2,964,824 | 1,408,639 |
Other Proposals:
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| For | Against | Abstain | Broker Non-Votes | |
| Ratification of KPMG LLP as the independent registered public accounting firm for fiscal 2025 | 42,013,983 | 232,282 | 10,261 | — | |
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Item 8.01 Other Events
On December 13, 2024, 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 23, 2025 to shareholders of record at the close of business on January 2, 2025.
Item 9.01 Financial Statements and Exhibits
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.
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| | Village Super Market, Inc. |
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| Dated: December 13, 2024 | /s/ John L. Van Orden |
| | John L. Van Orden |
| | (Chief Financial Officer) |
