VILLAGE SUPER MARKET, INC.
733 MOUNTAIN AVENUE
SPRINGFIELD, NEW JERSEY 07081
PHONE: (973) 467-2200
FAX: (973) 467-6582
March 25, 2011
H. Christopher Owings, Assistant Director
U.S. Securities and Exchange Commission
Division of Corporation Finance
Washington, DC 20549-0404
RE: Village Super Market, Inc.
Form 10-K for Fiscal year Ended July 31, 2010
Filed October 12, 2010
Definitive Proxy Statement on Schedule 14A
Filed November 1, 2010
File No. 001-33360
Dear Mr. Owings:
Thank you for your comments regarding the above-referenced filings.
We appreciate your assistance in ensuring our filings comply with the
applicable disclosure requirements. Set forth below are the Staff's
comments followed by our responses:
Comment:
Form 10-K for the Fiscal Year Ended July 31, 2010
Item 13. Certain Relationships and Related Party Transactions, and
Director Independence, page 15.
1. It appears that you have filed inconsistent "Related Party
Transaction" disclosure. On page 15 you incorporate your Related
Party Transaction disclosure by reference to your definitive Proxy
Statement. We note that you provide this disclosure on page 18 of
your definitive Proxy Statement filed on November 11, 2010. However,
you also provide "Related Party Transaction" disclosure on page 9 of
Exhibit 13, Annual Report to Security Holders, to your Form 10-K, and
the disclosure contained in Exhibit 13 differs from the disclosure
provided in your definitive Proxy Statement. Please revise or advise.
Response:
The disclosures on page 18 of the Company's definitive Proxy
Statement in the "Transactions With Related Persons" section only
includes transactions with related persons required under Item 404
of Regulation S-K ("Transactions with related persons, promoters
and certain control persons"). The one transaction disclosed in
this section of the Proxy Statement relates to the leasing of the
Chatham, NJ supermarket from a partnership associated with certain
officers of the Company. This transaction is also disclosed on page 9
of the Annual Report to Security Holders.
The Annual Report to Security Holders includes additional disclosures
of related party transactions with Wakefern Food Corporation, the
Company's principal supplier. Wakefern Food Corporation is not a
related person under item 404. Therefore transactions with Wakefern
Food Corporation were not included in the definitive Proxy Statement.
The Company has elected to include these disclosures regarding
Wakefern Food Corporation in Managements Discussion and Analysis of
Financial Condition and Results of Operations in the Annual Report
to Security Holders in order to provide readers of the annual report
a comprehensive understanding of the Company's relationship with
Wakefern Food Corporation, its principal supplier.
Comment:
Exhibits 31.1 and 31.2
2. Please ensure that your certifications appear exactly as set forth
in Item 601(b)(31) of Regulation S-K. In this regard, we note that
you changed "affect" and "affected" to "effect" and "effected",
respectively, in paragraph 4(d). We also note that you deleted
"fiscal" in the same paragraph.
Response:
Future filings will include certifications appearing exactly as set
forth in item 601(b) (31) of Regulation S-K.
Comment:
Definitive Proxy Statement on Schedule 14A, filed November 1, 2010
3. We note that you have not included any disclosure in response to
Item 402(s) of Regulation S-K. Please advise us of the basis of
your conclusion that disclosure is not necessary and describe the
process you undertook to reach that conclusion.
Response:
The Company concluded the compensation policies and practices for
its employees do not create risks that are reasonably likely to
have a material adverse effect on the Company. We have included
this disclosure on page 10 of the definitive Proxy Statement even
though such an affirmative statement is not required under item
402(s).
The Compensation Committee assessed the compensation policies and
practices for employees of the Company, paying particular attention
to bonus programs that allow for variable payouts. Following this
review, the Compensation Committee and management concluded that
potential risks arising from these policies and practices were not
reasonably likely to have a material adverse effect on the Company.
Nomination of Candidates to the Board of Directors, page 7
4. Please provide the disclosure required by Item 407(c)(2)(vi) of
Regulation S-K regarding whether, and if so how, the Board of
Directors considers diversity in identifying nominees for director.
If the Board has a policy with regard to the consideration of
diversity, revise your disclosure to describe how this policy in
implemented and how the Board assesses the effectiveness of the
policy.
Response:
We respectfully direct the Staff to the disclosure on page 7 of the
definitive Proxy Statement in the section "Nomination of Candidates
to the Board of Directors": "Each director candidate will be
considered without regard to gender, race, religion, national origin
or sexual orientation."
Supplementally, the Company advises the Staff that the Company does
not have a policy with regard to the consideration of diversity in
identifying director nominees beyond that stated above.
The Company acknowledges that:
a. The Company is responsible for the adequacy and accuracy of
the disclosure in the filings;
b. Staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with respect to the filings; and
c. The Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
We appreciate your insistence in ensuring the Company provides appropriate
disclosure in its public filings. Should you have any questions about the
above responses, please feel free to contact the undersigned at (973) 467-2200.
/s/ Kevin Begley
Kevin Begley
Chief Financial Officer
KB/kd